STEM, INC., 10-K filed on 2/29/2024
Annual Report
v3.24.0.1
Cover - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Feb. 21, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity Registrant Name STEM, INC.    
Entity Incorporation, State or Country Code DE    
Entity File Number 001-39455    
Entity Tax Identification Number 85-1972187    
Entity Address, Address Line One 100 California St., 14th Fl.    
Entity Address, City or Town San Francisco    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94111    
Country Region 1    
City Area Code 877    
Local Phone Number 374-7836    
Title of 12(b) Security Common Stock, par value $0.0001    
Trading Symbol STEM    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
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 false    
Entity Shell Company false    
Entity Public Float     $ 835.1
Entity Common Stock, Shares Outstanding   157,773,620  
Documents Incorporated by Reference
Certain information required to be included in Part III of this Annual Report on Form 10-K is set forth in, and is incorporated by reference from, Stem’s definitive proxy statement for its 2024 Annual Meeting of Stockholders, to be filed by Stem with the Securities and Exchange Commission (“SEC”) within 120 days after December 31, 2023 (the “2024 Proxy Statement”).
    
Entity Central Index Key 0001758766    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
v3.24.0.1
Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Firm ID 34
Auditor Name DELOITTE & TOUCHE LLP
Auditor Location San Francisco, California
v3.24.0.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 105,375 $ 87,903
Short-term investments 8,219 162,074
Accounts receivable, net of allowances of $4,904 and $3,879 as of December 31, 2023 and December 31, 2022, respectively 302,848 223,219
Inventory, net 26,665 8,374
Deferred costs with suppliers 20,555 43,159
Other current assets (includes $73 and $74 due from related parties as of December 31, 2023 and December 31, 2022, respectively) 9,303 8,026
Total current assets 472,965 532,755
Energy storage systems, net 74,418 90,757
Contract origination costs, net 11,119 11,697
Goodwill 547,205 546,649
Intangible assets, net 157,146 162,265
Operating lease right-of-use assets 12,255 12,431
Other noncurrent assets 81,869 65,339
Total assets 1,356,977 1,421,893
Current liabilities:    
Accounts payable 78,277 83,831
Accrued liabilities 76,873 85,258
Accrued payroll 14,372 12,466
Financing obligation, current portion 14,835 15,720
Deferred revenue, current portion 53,997 64,311
Other current liabilities (includes $31 and $687 due to related parties as of December 31, 2023 and December 31, 2022, respectively) 12,726 5,412
Total current liabilities 251,080 266,998
Deferred revenue, noncurrent 88,650 73,763
Asset retirement obligation 4,052 4,262
Notes payable, noncurrent 0 1,603
Convertible notes, noncurrent 523,633 447,909
Financing obligation, noncurrent 52,010 63,867
Lease liabilities, noncurrent 10,455 10,962
Other liabilities 416 362
Total liabilities 930,296 869,726
Commitments and contingencies
Stockholders’ equity:    
Preferred stock, $0.0001 par value; 1,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; zero shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 0 0
Common stock, $0.0001 par value; 500,000,000 shares authorized as of December 31, 2023 and December 31, 2022; 155,932,880 and 154,540,197 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 16 15
Additional paid-in capital 1,198,716 1,185,364
Accumulated other comprehensive loss (42) (1,672)
Accumulated deficit (772,494) (632,081)
Total Stem's stockholders’ equity 426,196 551,626
Non-controlling interests 485 541
Total stockholders’ equity 426,681 552,167
Total liabilities and stockholders’ equity $ 1,356,977 $ 1,421,893
v3.24.0.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Accounts receivable, allowances $ 4,904 $ 3,879
Other current assets 9,303 8,026
Other current liabilities $ 12,726 $ 5,412
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 1,000,000 1,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares issued (in shares) 155,932,880 154,540,197
Common stock, shares outstanding (in shares) 155,932,880 154,540,197
Related Party    
Other current assets $ 73 $ 74
Other current liabilities $ 31 $ 687
v3.24.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Revenue      
Total revenue $ 461,515 $ 362,980 $ 127,371
Cost of revenue      
Total cost of revenue 457,850 329,888 126,124
Gross profit 3,665 33,092 1,247
Operating expenses      
Sales and marketing 51,556 48,882 19,950
Research and development 56,508 38,303 22,723
General and administrative 74,915 77,028 41,648
Total operating expenses 182,979 164,213 84,321
Loss from operations (179,314) (131,121) (83,074)
Other income (expense), net      
Interest expense, net (14,977) (10,468) (17,395)
Gain (loss) on extinguishment of debt, net 59,121 0 (5,064)
Change in fair value of derivative liability and embedded derivatives (7,731) 0 0
Change in fair value of warrants and embedded derivatives 0 0 3,424
Other income, net 2,921 2,374 898
Total other income (expense), net 39,334 (8,094) (18,137)
Loss before (provision for) benefit from income taxes (139,980) (139,215) (101,211)
(Provision for) benefit from income taxes (433) 15,161 0
Net loss $ (140,413) $ (124,054) $ (101,211)
Net loss per share attributable to Stem common shareholders, basic (in dollars per share) $ (0.90) $ (0.81) $ (0.96)
Net loss per share attributable to Stem common shareholders, diluted (in dollars per share) $ (0.90) $ (0.81) $ (0.96)
Weighted-average shares used in computing net loss per share to Stem common shareholders, diluted (in shares) 155,583,957 153,413,743 105,561,139
Weighted-average shares used in computing net loss per share to Stem common shareholders, diluted (in shares) 155,583,957 153,413,743 105,561,139
Services and other revenue      
Revenue      
Total revenue $ 62,548 $ 52,143 $ 20,463
Cost of revenue      
Total cost of revenue 50,298 43,153 28,177
Hardware revenue      
Revenue      
Total revenue 398,967 310,837 106,908
Cost of revenue      
Total cost of revenue $ 407,552 $ 286,735 $ 97,947
v3.24.0.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net loss $ (140,413) $ (124,054) $ (101,211)
Other comprehensive loss:      
Unrealized gain (loss) on available-for-sale securities 1,676 (1,507) (175)
Foreign currency translation adjustment (46) (185) 387
Total other comprehensive loss $ (138,783) $ (125,746) $ (100,999)
v3.24.0.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’EQUITY - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Convertible Notes
Warrant
Common Stock
Common Stock
Convertible Notes
Common Stock
Warrant
Additional Paid-In Capital
Additional Paid-In Capital
Cumulative Effect, Period of Adoption, Adjustment
Additional Paid-In Capital
Convertible Notes
Additional Paid-In Capital
Warrant
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Accumulated Deficit
Cumulative Effect, Period of Adoption, Adjustment
Non-controlling Interests
Beginning balance (in shares) at Dec. 31, 2020         40,202,785                    
Beginning balance at Dec. 31, 2020 $ (177,409)       $ 4     $ 230,620       $ (192) $ (407,841)   $ 0
Merger and PIPE financing (in shares)         70,428,326                    
Merger and PIPE financing 248,144       $ 7     248,137              
Conversion of securities into common stock (in shares)           10,921,548 2,759,970                
Conversion of securities into common stock     $ 77,748 $ 60,568   $ 1       $ 77,747 $ 60,568        
Exchange of warrants into common stock (in shares)         4,683,349                    
Exchange of warrants into common stock 168,647       $ 1     168,646              
Issuance of common stock warrants for services 9,183             9,183              
Public Warrants exercises (in shares)         12,638,723                    
Public Warrants exercises 312,116       $ 1     312,115              
Issuance of 2028 Convertible Notes, net 130,979             130,979              
Purchase of capped call options (66,700)             (66,700)              
Stock option exercises, net of statutory tax withholdings (in shares)         2,667,384                    
Stock option exercises, net of statutory tax withholdings (9,574)             (9,574)              
Legacy stock warrant exercises (in shares)         369,539                    
Legacy stock warrant exercises 418             418              
Stock-based compensation 14,706             14,706              
Unrealized gain (loss) on available-for-sale securities (175)                     (175)      
Foreign currency translation adjustments 387                     387      
Net loss (101,211)                       (101,211)    
Ending balance (in shares) at Dec. 31, 2021         144,671,624                    
Ending balance at Dec. 31, 2021 667,827       $ 14     1,176,845       20 (509,052)   0
Ending balance (Accounting Standards Update 2020-06) at Dec. 31, 2021   $ (129,381)             $ (130,979)         $ 1,598  
Ending balance (Accounting Standards Update 2016-13) at Dec. 31, 2021   $ (573)                       $ (573)  
Stock option exercises, net of statutory tax withholdings (in shares)         1,019,552                    
Stock option exercises, net of statutory tax withholdings (1,178)             (1,178)              
Stock-based compensation 31,644             31,644              
Unrealized gain (loss) on available-for-sale securities (1,507)                     (1,507)      
Foreign currency translation adjustments (185)                     (185)      
Common stock issued upon business combination (in shares)         8,621,006                    
Common stock issued upon business combination 108,883       $ 1     108,882              
Issuance of common stock upon release of restricted stock units (in shares)         206,914                    
Shares issued for exercise of warrants (in shares)         21,101                    
Shares issued for exercise of warrants 150             150              
Contributions from non-controlling interests 541                           541
Net loss (124,054)                       (124,054)    
Ending balance (in shares) at Dec. 31, 2022         154,540,197                    
Ending balance at Dec. 31, 2022 552,167       $ 15     1,185,364       (1,672) (632,081)   541
Purchase of capped call options $ (27,840)             (27,840)              
Stock option exercises, net of statutory tax withholdings (in shares) 125,534       125,534                    
Stock option exercises, net of statutory tax withholdings $ 276             276              
Stock-based compensation 40,916             40,916              
Unrealized gain (loss) on available-for-sale securities 1,676                     1,676      
Foreign currency translation adjustments (46)                     (46)      
Issuance of common stock upon release of restricted stock units (in shares)         1,267,149                    
Issuance of common stock upon release of restricted stock units 1       $ 1                    
Redemption of non-controlling interests (56)                           (56)
Net loss (140,413)                       (140,413)    
Ending balance (in shares) at Dec. 31, 2023         155,932,880                    
Ending balance at Dec. 31, 2023 $ 426,681       $ 16     $ 1,198,716       $ (42) $ (772,494)   $ 485
v3.24.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
OPERATING ACTIVITIES      
Net loss $ (140,413) $ (124,054) $ (101,211)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization expense 46,275 45,434 24,473
Non-cash interest expense, including interest expenses associated with debt issuance costs 2,602 1,901 9,648
Stock-based compensation 45,109 28,661 13,546
Change in fair value of derivative liability 7,731 0 0
Change in fair value of warrant liability and embedded derivative 0 0 (3,424)
Non-cash lease expense 2,928 2,328 896
Accretion of asset retirement obligations 234 243 229
Impairment loss of energy storage systems 4,683 2,571 4,320
Loss on disposal of property, plant and equipment 0 276 0
Impairment loss of project assets 176 502 0
Issuance of warrants for services 0 0 9,183
Net (accretion of discount) amortization of premium on investments (1,755) (123) 664
Income tax benefit from release of valuation allowance (335) (15,100) 0
Provision for accounts receivable allowance 1,447 3,590 0
Net loss on investments 1,561 0 0
Gain (loss) on extinguishment of debt, net (59,121) 0 5,064
Other (949) 3 (50)
Changes in operating assets and liabilities:      
Accounts receivable (80,887) (155,817) (48,125)
Inventory (18,291) 18,606 (1,877)
Deferred costs with suppliers 30,322 (37,134) (7,540)
Other assets (18,036) (29,420) (17,243)
Contract origination costs, net (5,924) (9,612) (2,622)
Project assets (5,392) (3,711) 0
Accounts payable (5,241) 53,260 16,329
Accrued expense and other liabilities (15,762) 62,210 17,007
Deferred revenue 4,573 51,005 (14,967)
Operating lease liabilities, net (2,912) (1,649) (502)
Net cash used in operating activities (207,377) (106,030) (101,266)
INVESTING ACTIVITIES      
Acquisitions, net of cash acquired (1,847) (533,009) 0
Purchase of available-for-sale investments (60,002) (220,640) (189,858)
Proceeds from maturities of available-for-sale investments 141,810 219,264 0
Proceeds from sales of available-for-sale investments 73,917 10,930 16,011
Purchase of energy storage systems (2,634) (2,606) (3,604)
Capital expenditures on internally-developed software (14,097) (16,767) (5,970)
Distribution from (purchase of) equity method investment 85 (50) (1,212)
Purchase of property and equipment (1,505) (1,495) (600)
Net cash provided by (used in) investing activities 135,727 (544,373) (185,233)
FINANCING ACTIVITIES      
Proceeds from exercise of stock options 276 1,276 148,532
Payments for taxes related to net share settlement of stock options 0 (2,302) (12,622)
Net contributions from Merger and PIPE financing, net of transaction costs of $58,061 0 0 550,322
Proceeds from financing obligations 0 1,519 7,839
Repayment of financing obligations (12,686) (10,306) (9,587)
Proceeds from issuance of convertible notes, net of issuance costs of $7,601, $0 and $14,299 for the years ended December 31, 2023, 2022 and 2021, respectively 232,399 0 446,827
Repayment of convertible notes (99,754) 0 0
Purchase of capped call options (27,840) 0 (66,700)
Proceeds from issuance of notes payable, net of issuance costs of $0, $0 and $0 for the years December 31, 2023, 2022 and 2021, respectively 0 0 3,930
(Redemption of) investment from non-controlling interests (56) 541 0
Repayment of notes payable (2,101) 0 (41,446)
Net cash provided by (used in) financing activities 90,238 (9,272) 1,027,095
Effect of exchange rate changes on cash, cash equivalents and restricted cash (16) (202) 242
Net increase (decrease) in cash, cash equivalents and restricted cash 18,572 (659,877) 740,838
Cash, cash equivalents and restricted cash, beginning of year 87,903 747,780 6,942
Cash, cash equivalents and restricted cash, end of period 106,475 87,903 747,780
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION      
Cash paid for interest 14,588 6,407 10,188
Cash paid for income taxes 235 285 0
NON-CASH INVESTING AND FINANCING ACTIVITIES      
Change in asset retirement costs and asset retirement obligation 443 116 231
Exchange of warrants for common stock 0 0 168,647
Conversion of warrants upon Merger 0 0 60,568
Conversion of convertible notes upon Merger 0 0 77,748
Conversion of accrued interest into outstanding note payable 0 0 337
Right-of-use asset obtained in exchange for lease liability 2,782 428 13,337
Settlement of warrant liability into common stock due to exercise 0 0 167,050
Settlement of warrant liability into common stock due to redemption 0 0 2,121
Stock-based compensation capitalized to internal-use software 4,331 2,983 1,160
Purchase of energy storage systems in accounts payable 0 172 0
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH WITHIN THE CONSOLIDATED BALANCE SHEETS TO THE AMOUNTS SHOWN IN THE STATEMENTS OF CASH FLOWS ABOVE:      
Cash and cash equivalents 105,375 87,903 747,780
Restricted cash included in other noncurrent assets 1,100 0 0
Total cash, cash equivalents, and restricted cash $ 106,475 $ 87,903 $ 747,780
v3.24.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Transaction costs     $ 58,061
Convertible Notes      
Payment of debt issuance costs $ 7,601 $ 0 14,299
Notes Payable      
Payment of debt issuance costs $ 0 $ 0 $ 0
v3.24.0.1
BUSINESS
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BUSINESS BUSINESS
Description of the Business
Stem, Inc., together with its consolidated subsidiaries (“Stem,” the “Company,” “we,” “us,” or “our”), is a global leader in artificial intelligence (“AI”) -driven clean energy solutions and services. The Company maintains one of the world’s largest digitally connected, intelligent, renewable energy networks, providing customers with (i) energy storage hardware, sourced from leading, global battery original equipment manufacturers (“OEMs”), that the Company delivers through its partners, including developers, distributors and engineering, procurement and construction (“EPC”) firms, (ii) edge hardware to aid in the collection of site data and the real-time operation and control of the site plus other optional equipment, and (iii) an ongoing software platform, Athena®, and professional services to operate and manage the performance of standalone energy storage, integrated solar plus storage systems, and solar assets. In addition, in all of the markets where the Company helps manage its customers’ clean energy assets, the Company has agreements to use the Athena platform to participate in such markets and to share the revenue from such market participation.
The Company delivers its battery hardware and software-enabled services to its customers through its Athena platform. The Company’s hardware and recurring software-enabled services mitigate customer energy costs through services such as time-of-use and demand charge management optimization and by aggregating the dispatch of energy through a network of virtual power plants. The network created by the Company’s growing customer base increases grid resilience and reliability through the real-time processing of market-based demand signals, energy prices and other factors in connection with the deployment of renewable energy resources to such customers. Additionally, the Company’s clean energy solutions are designed to support renewable energy generation by helping to alleviate grid intermittency issues, thereby reducing customer dependence on traditional, fossil fuel resources.
The Company’s Athena PowerTrack application provides a vertically integrated solution that incorporates on-site power monitoring equipment that aggregates and communicates data to enable remote control of solar generation assets. PowerTrack provides direct access to individual site performance to measure and benchmark expected energy production, maximizing asset value for the Company’s customers.
From time to time, the Company, through an indirect wholly-owned development subsidiary (“DevCo”) will enter into strategic joint ventures (each a “DevCo JV”) with qualified third parties for the development of select renewable energy projects (“DevCo Projects”). In this structure, DevCo forms a new DevCo JV entity as the majority owner, with the developer as the minority owner. The purpose of the DevCo JV is to develop and sell DevCo Projects and secure Company hardware and software services for those projects. In DevCo Projects, the Company makes development capital contributions to fund project development, and recovers those capital contributions plus a fee when the developer takes ownership of the project. This business model is intended to allow the Company to advance development capital to key partners in strategic markets and secure hardware upfront, in order to generate higher-margin software and services and other revenue via exclusive long-term services contracts under the DevCo Projects.
On February 1, 2022, the Company acquired all of the issued and outstanding capital stock of Also Energy Holdings, Inc. (“AlsoEnergy”), which has been consolidated since the date of acquisition. Through AlsoEnergy, the Company provides end-to-end turnkey solutions that monitor and manage renewable energy systems through its PowerTrack software. PowerTrack includes data acquisitions and monitoring, performance modeling, agency reporting, internal reports, work order tickets, and supervisory control and data acquisition (“SCADA”) controls. AlsoEnergy has deployed systems at various international locations, but its largest concentration of customers is in the United States, Germany and Canada. See Note 6 — Business Combinations.

The Company operated as Rollins Road Acquisition Company (f/k/a Stem, Inc.) (“Legacy Stem”) prior to the Merger (as defined below). Stem, Inc. was incorporated on March 16, 2009 in the State of Delaware and is headquartered in San Francisco, California.
Star Peak Acquisition Corp. Merger
On December 3, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Star Peak Transition Corp. (“STPK”), an entity that was then listed on the New York Stock Exchange under the trade symbol “STPK,” and STPK Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of STPK (“Merger Sub”), providing for, among other things, and subject to the conditions therein, the combination of the Company and STPK pursuant to the merger of Merger Sub with and into the Company with the Company continuing as the surviving entity (the “Merger”).
On April 28, 2021, shareholders of STPK approved the Merger, under which Stem received approximately $550.3 million, net of fees and expenses as follows (in thousands):
Recapitalization
Cash — STPK trust and working capital cash$383,383 
Cash — PIPE (as described below)225,000 
Less: transaction costs and advisory fees paid(58,061)
Merger and PIPE financing$550,322 

Immediately prior to the closing of the Merger, (i) all issued and outstanding shares of Legacy Stem preferred stock, par value $0.00001 per share (the “Legacy Stem Preferred Stock”), were converted into shares of Legacy Stem common stock, par value $0.000001 per share (the “Legacy Stem Common Stock”) in accordance with Legacy Stem’s amended and restated certificate of incorporation, (ii) all outstanding convertible promissory notes of Legacy Stem (the “Legacy Stem Convertible Notes”) were converted into Legacy Stem Preferred Stock in accordance with the terms of the Legacy Stem Convertible Notes and (iii) certain warrants issued by Legacy Stem to purchase Legacy Stem Common Stock and Legacy Stem Preferred Stock (the “Legacy Stem Warrants”) were exercised by holders into Legacy Stem Common Stock in accordance with the terms thereof. Upon the consummation of the Merger, each share of Legacy Stem common stock then issued and outstanding was canceled and converted into the right to receive shares of common stock of Stem using an exchange ratio of 4.6432.

In connection with the execution of the Merger Agreement, STPK entered into separate subscription agreements (each, a “Subscription Agreement”) with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and STPK agreed to sell to the Subscribers, an aggregate of 22,500,000 shares of common stock, for a purchase price of $10 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Merger. The Merger was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, STPK was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Stem issuing stock for the net assets of STPK, accompanied by a recapitalization. The net liabilities of STPK of $302.2 million, comprised primarily of the warrant liabilities associated with the Public and Private Placement Warrants discussed in Note 14 — Warrants, are stated at historical cost, with no goodwill or other intangible assets recorded.
Liquidity
The accompanying consolidated financial statements have been prepared in accordance with GAAP and with the instructions to Form 10-K and Regulation S-X, assuming the Company will continue as a going concern. As of December 31, 2023, the Company had cash and cash equivalents of $105.4 million, short-term investments of $8.2 million, an accumulated deficit of $772.5 million and net working capital of $221.9 million, with $14.8 million of financing obligations coming due within the next 12 months. During the year ended December 31, 2023, the Company incurred a net loss of $140.4 million and had negative cash flows from operating activities of $207.4 million. Further, the Company received net proceeds of $232.4 million from the issuance of the Company’s 4.25% Green Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) (as described in Note 13 — Convertible Notes) of which $99.8 million was paid to reduce the principal balance by $163.0 million of the Company’s 0.5% Green Convertible Senior Notes due 2028 (the “2028 Convertible Notes”). The Company believes that its cash position, inclusive of short-term investments, as well as expected collections from accounts receivable, is sufficient to meet capital and liquidity requirements for at least the next 12 months after the date that the financial statements are available to be issued.
The Company’s business prospects are subject to risks, expenses, and uncertainties frequently encountered by companies in the early stages of commercial operations. The attainment of profitable operations is dependent upon future events, including securing new customers and maintaining current ones, securing and maintaining adequate supplier relationships, building its customer base, successfully executing its business and marketing strategy, obtaining adequate financing to complete the Company’s development activities, and hiring and retaining appropriate personnel. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require the Company to modify, delay or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results and financial condition.
Supply Chain Constraints and Risk
The Company has in the past faced shortages and shipping delays affecting the supply of inverters, enclosures, battery modules and associated component parts for inverters and battery energy storage systems available for purchase. These shortages and delays were due in part to the evolving macroeconomic, geopolitical and business environment, including the effects of global inflationary pressures and interest rates, general economic slowdown or a recession, changes in monetary policy, instability in financial institutions, the prospect of a shutdown of the U.S. federal government, potential import tariffs, geopolitical pressures, including the Russia-Ukraine armed conflict, rising tensions between China and the United States and unknown effects of current and future trade regulations. The Company cannot predict the full effects the macroeconomic, geopolitical and business environment will have on its business, cash flows, liquidity, financial condition and results of operations. In addition, the COVID-19 pandemic caused, and any new outbreaks or resurgence of COVID-19 and its variants, or outbreaks of other infectious diseases, could again cause, a significant reduction in global economic activity, significantly weakening demand for the Company’s products and services.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company's consolidated financial statements have been prepared in accordance with GAAP.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”). The Company presents non-controlling interests within the equity section of its consolidated balance sheets, and the amount of consolidated net loss that is attributable to the Company and the non-controlling interest in its consolidated statements of operations. All intercompany balances and transactions have been eliminated in consolidation.
Variable Interest Entities
The Company forms special purpose entities (“SPEs”), some of which are VIEs, with its investors in the ordinary course of business to facilitate the funding and monetization of its energy storage systems. A legal entity is considered a VIE if it has either a total equity investment that is insufficient to finance its operations without additional subordinated financial support or whose equity holders lack the characteristics of a controlling financial interest. The Company’s variable interests arise from contractual, ownership, or other monetary interests in the entity. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests.
The Company consolidates a VIE if it is deemed to be the primary beneficiary. The Company determines it is the primary beneficiary if it has the power to direct the activities that most significantly impact the VIEs’ economic performance and has the obligation to absorb losses or has the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether it is the primary beneficiary.
Beginning in January 2022, the Company formed DevCo JVs with the purpose of originating potential battery storage facility projects in specific locations and conducting early-stage planning and development activities. The Company determined that the DevCo JVs are VIEs as they lack sufficient equity to finance their activities without additional financial support. The Company determined that it has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses or receive benefits from the VIE that could potentially be significant. Accordingly, the Company has determined that it is the primary beneficiary of the DevCo JVs, and as a result, the DevCo JVs’ operating results, assets and liabilities are consolidated by the Company, with third party minority owners’ share presented as noncontrolling interest. The Company applied the hypothetical liquidation at book value method in allocating recorded net income (loss) to each owner based on the change in the reporting period, of the amount of net assets of the entity to which each owner would be entitled to under the governing contracts in a liquidation scenario.
The following table summarizes the carrying values of the assets and liabilities of the DevCo JVs that are consolidated by the Company as of December 31, 2023 and 2022 (in thousands):

December 31, 2023December 31, 2022
Assets
Cash and cash equivalents$2,191 $6,686 
Other current assets30 38 
Other noncurrent assets8,424 3,208 
Total assets$10,645 $9,932 
Liabilities
Accounts payable1,405 356 
Other current liabilities1,892 97 
Total liabilities$3,297 $453 
For the years ended December 31, 2023 and 2022, the Company contributed approximately $0.1 million and $7.8 million in capital investments for hardware purchases, respectively. The net income from the DevCo JVs during the years ended December 31, 2023 and 2022 was $1.4 million and $1.1 million, respectively.
Equity Method Investments
The Company has ownership interests in SPEs which it does not control. Where the Company holds an interest in these SPEs of greater than 20% and has the ability to exercise significant influence, the Company uses the equity method to account for its investments in these SPEs. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. Such proportionate share of earnings or losses is included within other expenses, net in the consolidated statements of operations. The Company considers whether its equity method investments are impaired when events or circumstances suggest that the carrying amount may not be recoverable. An impairment charge is recognized in the consolidated statements of operations for a decline in value that is determined to be other-than-temporary. In determining if and when a decline in the fair value of these investments below their carrying value is other-than-temporary, the Company evaluates the market condition, trends of earnings and cash flows and other key measures of performance and recognizes such loss which is deemed to be other-than-temporary. No such losses have been recognized during the years ended December 31, 2023, 2022, and 2021.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations.
Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, depreciable life of energy storage systems; estimates of transaction price with variable consideration; the amortization of acquired intangibles; the amortization of financing obligations; deferred commissions and contract fulfillment costs; the valuation of energy storage systems, finite-lived intangible assets, internally developed software, and asset retirement obligations; the fair value of equity instruments, equity-based instruments, derivative liability, accruals related to sales tax liabilities, and the fair value of assets acquired and liabilities assumed in a business combination.
Segment Information
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, management has determined that the Company operates as one operating segment that is focused exclusively on innovative technology services that transform the way energy is distributed and consumed. The operations acquired as part of the acquisition of AlsoEnergy have been included in the Company’s operating segment. Net assets outside of the U.S. were less than 10% of total net assets as of December 31, 2023 and 2022.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained at financial institutions. The Company maintains all cash in a highly liquid form to meet current obligations.
Restricted Cash
Restricted cash is included within Other noncurrent assets in the accompanying consolidated balance sheets and is primarily related to cash restricted for customs and duties.
Short-Term Investments
Investments with a maturity date greater than three months that the Company intends to convert to cash or cash equivalents within a year or less are classified as short-term investments in the Company’s consolidated balance sheets. Additionally, in accordance with ASC 320, Investments - Debt Securities, the Company has classified all short-term investments as available-for-sale securities and changes in fair market value are reported in other comprehensive loss.
The Company utilizes its short-term investments as an alternative form of cash and, if the cash needs arise, could liquidate the investments at any point in time regardless of the contractual maturity of the investments. All of the Company’s investments are tradable on an active market and could be sold at fair value at any point in time.
Accounts Receivable, Net
Accounts Receivable are stated at amounts estimated by management to be equal to their net realizable values. Accounts receivable also includes unbilled accounts receivable, which is composed of milestone development activities of noncancellable purchase orders and monthly energy optimization services provided and recognized but not yet invoiced as of the end of the reporting period. The allowance for doubtful accounts is the Company's best estimate of the amount of expected credit losses. The expectation of collectability is based on the Company's review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and an allowance is recorded accordingly. The allowance for doubtful accounts balance was $4.9 million and $3.9 million as of December 31, 2023 and 2022, respectively.
Concentrations of Credit Risk and Other Uncertainties
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash balances are primarily invested in money market funds or on deposit at high credit quality financial institutions in the U.S. The Company’s cash and cash equivalents are held at financial institutions where account balances may at times exceed federally insured limits. Management believes the Company is not exposed to significant credit risk due to the financial strength of the depository institution in which the cash is held. The Company has no financial instruments with off-balance sheet risk of loss.
At times, the Company may be subject to a concentration of credit risk in relation to certain customers due to the purchase of large energy storage systems made by such customers. The Company routinely assesses the creditworthiness of its customers. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers during the years ended December 31, 2023, 2022 and 2021. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable.
Significant Customers
A significant customer represents 10% or more of the Company’s total revenue or accounts receivable, net balance at each reporting date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows:
Accounts ReceivableRevenue
December 31,Year Ended December 31,
20232022202320222021
Customers:
Customer A****11 %
Customer B****10 %
Customer C****10 %
Customer D41 %54 %13 %46 %*
Customer E*16 %*10 %*
Customer F28 %11 %21 %**
Customer G**26 %**
*Total less than 10% for the respective period
There are inherent risks whenever a large percentage of total revenue is concentrated in a limited number of customers. Should a significant customer terminate or fail to renew its contracts with the Company, in whole or in part, for any reason, or experience significant financial or operating difficulties, it could have a material adverse effect on the Company’s financial condition and results of operations. In general, a customer that makes up a significant portion of revenues in one period, may not make up a significant portion in subsequent periods.
Prepaid warranty
Prepaid warranties are cash advances to suppliers for warranties on batteries. Such prepayments are amortized over five to fifteen years, based on the warranty period, starting when the battery becomes operational.
Inventory
Inventory consists of batteries, hardware and equipment either in-process at the Company’s OEM suppliers or as a finished product at the Company’s warehouse, which are sold and delivered directly to customers under the Company’s partnership arrangements as individual assets or assembled systems. Battery inventory is stated at lower of cost or net realizable value with cost being determined by the specific identification method. Solar hardware and equipment cost is determined by the first-in, first-out (FIFO) method. The Company periodically reviews its inventory for potentially slow-moving or obsolete items and writes down specific items in inventory to net realizable value based on its assessment of market conditions.
Deferred Costs with Suppliers
Deferred costs with suppliers are payments to suppliers for materials that have not been delivered to the Company and are recognized upon receipt of an invoice from the supplier.
Energy Storage Systems, Net
The Company sells energy optimization services to host customers through the use of energy storage systems installed at customer locations. The Company determined that it does not transfer control of these energy storage systems to the customer, which are operated and controlled via the Company’s proprietary software platform; therefore, these energy storage systems do not qualify as a leased asset. The energy storage systems are stated at cost, less accumulated depreciation and impairment (as applicable).
Energy storage systems, net is comprised of equipment costs, which include components such as batteries, inverters, and other electrical equipment, and associated design, installation, and interconnection costs required to begin providing the energy optimization services to customers.
Depreciation of the energy storage systems is a component of cost of revenues within the consolidated statements of operations and is calculated using the straight-line method over the estimated useful lives of the energy storage systems, or 10 years, once the respective energy storage systems have been installed and interconnected to the power grid, the Company has received permission to operate, and the Company has begun to provide energy optimization services to the customer (i.e., energy storage system is live). Repairs and maintenance costs are expensed as incurred. Impairment charges related to energy
storage system that were determined to no longer be recoverable totaled $4.7 million, $2.6 million and $4.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Project Assets
Project assets primarily consist of costs related to battery backup projects in various stages of development that are capitalized prior to the completion of the sale of the projects, including projects that may have begun commercial operation and are actively marketed and intended to be sold. These project related costs include costs for development and construction of a system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company would typically classify project assets as noncurrent due to the nature of projects (as long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, the Company will classify project assets as current until the sale is completed and the revenue on the sale has been recognized. The Company presents all sales and expenditures related to the development and construction of project assets, whether fully or partially owned, as a component of cash flows from operating activities.
The Company reviews project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. It considers a project commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. It considers a partially developed or partially constructed project commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “general and administrative” expense in the consolidated statements of operations. The Company recognized $0.2 million and $0.5 million in project asset impairments for the years ended December 31, 2023 and 2022, respectively.
Contract Origination Costs, Net
Contract origination costs, net is stated at gross contract origination costs less accumulated amortization. Contract origination costs consists of sales commissions earned by the Company’s sales team, as well as related payroll taxes and other relevant fringe benefits that are direct, incremental, and recoverable costs of obtaining a contract with a customer. As a result, these amounts have been capitalized on the consolidated balance sheets. The Company deferred incremental costs of obtaining a contract of $5.9 million and $9.6 million during the years ended December 31, 2023 and 2022, respectively.
Contract origination costs are amortized over the expected period of benefit. The period of benefit is estimated by considering factors such as the timing of fulfillment of performance obligations, historical customer attrition rates, the useful life of the Company’s technology, and the impact of competition in its industry. Amortization of contract costs were $6.3 million, $6.3 million and $3.9 million for the years ended December 31, 2023, 2022, and 2021, respectively, and are included in sales and marketing expense in the accompanying consolidated statements of operations. The Company also recorded $0.5 million in impairment losses in sales and marketing expense in the statements of operations related to the contract origination costs that were determined to no longer be recoverable during the year ended December 31, 2021. No impairment losses were recorded during the years ended December 31, 2023 and 2022.
Business Combinations
The Company accounts for business acquisitions under ASC 805, Business Combinations. The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities) and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. The Company recognizes a bargain purchase gain within other income (expense), net, on the consolidated statement of operations if the net fair value of the identifiable assets acquired and the liabilities assumed is in excess of the fair value of the total purchase consideration and any noncontrolling interests. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.
Goodwill
Goodwill amounts are not amortized, but rather tested for impairment at least annually or more often if circumstances indicate that the carrying value may not be recoverable. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The Company has one reporting unit and as a result, goodwill has been assigned to the single reporting unit. The Company conducted its annual impairment test of goodwill in the fourth quarter of fiscal year 2023 and determined that no adjustment to the carrying value of goodwill was required.
Intangible Assets
Internal-use Software
The Company capitalizes costs incurred in the development of internal-use software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Capitalized internal-use software is amortized on a straight-line basis over the estimated useful life of the software once it is ready for its intended use. The estimated useful life of costs capitalized is generally five years. The Company recorded amortization for internal-use software of $9.2 million, $6.8 million and $5.0 million in cost of revenues in the accompanying consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021, respectively.
Finite-lived Intangible Assets
Finite-lived intangible assets consist of identifiable intangible assets acquired in business combinations, such as customer relationships, developed technology and trade names. Finite-lived intangible assets acquired in business combinations are initially recorded at fair value and subsequently presented net of accumulated amortization. These intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense for intangible assets was $15.7 million and $16.8 million for the years ended December 31, 2023 and 2022, respectively, and was not material for the year ended December 31, 2021.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets, which primarily consist of energy storage systems, right-of-use assets, and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset over its remaining useful life.
If such assets are impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. If the useful life is shorter than originally estimated, the Company depreciates or amortizes the remaining carrying value over the revised shorter useful life. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell.
Leases
The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The classification of the Company’s leases as operating or finance leases along with the initial measurement and recognition of the associated ROU assets and lease liabilities is performed at the lease commencement date. The measurement of ROU assets and lease liabilities is based on the present value of future lease payments over the lease term. The ROU asset also includes the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable.
As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company considers its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. Variable lease payments are recorded as an expense in the period incurred.
The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less.
Convertible Preferred Stock Warrant Liabilities
The Company evaluates whether its warrants for shares of convertible redeemable preferred stock are freestanding financial instruments that obligate the Company to redeem the underlying preferred stock at some point in the future and determined that each of its outstanding warrants for preferred stock are liability classified. The warrants are subject to re-measurement at each balance sheet date, and any change in fair value is recognized in the change in fair value of warrants and embedded derivatives in the consolidated statements of operations.
As discussed in Note 14 — Warrants, upon effectiveness of the Merger, substantially all of the outstanding convertible preferred stock warrants were converted into shares of common stock of Stem. As such, the associated warrant liability was reclassified to additional paid-in-capital upon the Merger and was no longer an outstanding Level 3 financial instrument as of December 31, 2023.
Common Stock Warrants
The Company evaluates common stock warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. The Company assesses whether common stock warrants are freestanding financial instruments and whether they meet the criteria to be classified in stockholders’ equity, or classified as a liability. Where common stock warrants do not meet the conditions to be classified in equity, the Company assesses whether they meet the definition of a liability under ASC 815. Common stock warrants that meet the definition of a liability are recognized on the balance sheet at fair value. Subsequent changes in their respective fair values are recognized in the consolidated statement of operations at each reporting date.
As indicated in Note 14 — Warrants, as part of STPK’s initial public offering, the Company issued Public Warrants and Private Warrants, which upon issuance met the criteria for liability classification under ASC 815. As of December 31, 2023, no Public or Private Warrants were outstanding.
Asset Retirement Obligations
The Company recognizes a liability for the fair value of asset retirement obligations associated with its energy storage systems in the period in which there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated. The associated asset retirement costs are capitalized as part of the carrying amount of the energy storage systems and depreciated over the asset’s remaining useful life. This liability includes costs related to the removal of its energy storage systems at the conclusion of each respective customer contract. Subsequent to initial measurement, the asset retirement liability is accreted each period and such accretion is recognized as an expense in the consolidated statements of operations. If there are changes in the estimated amount or timing of cash flows, a revision is recorded to both the asset retirement obligation and the asset retirement capitalized cost.
Financing Obligations
The Company has formed various SPEs to finance the development and construction of its energy storage systems. These SPEs, which are structured as limited liability companies, obtain financing in the form of large upfront payments from outside investors and purchase energy storage systems from the Company under master purchase agreements. The Company accounts for the large upfront payments received from the fund investor as a borrowing by recording the proceeds received as a financing obligation, which will be repaid through host customer payments and incentives received from the utilities that will be received by the investor.
The financing obligation is non-recourse once the associated energy storage systems have been placed in-service and the associated customer arrangements have been assigned to the SPE. However, the Company is responsible for any warranties, performance guarantees, accounting, performance reporting, and all other costs associated with the operation of the energy storage systems. Despite such energy storage systems being legally sold to the SPEs, the Company recognizes host customer payments and incentives as revenue during the period as discussed in Note 3 — Revenue. The amounts received by the fund investor from customer payments and incentives are recognized as interest using the effective interest method, and the balance is applied to reduce the financing obligation. The effective interest rate is the interest rate that equates the present value of the cash amounts to be received by a fund investor in relation to the underlying Projects with the present value of the cash amounts paid by the investor to the Company, adjusted for any payments made by the Company.
Fair Value of Financial Instruments
Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
Level 3 — Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s assessment of the significance of a specific input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
Financial assets and liabilities held by the Company measured at fair value on a recurring basis as of December 31, 2023 and 2022, include cash and cash equivalents, short-term investments, derivative liability, and convertible notes.
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The Company generates all of its revenues from contracts with its customers. The Company recognizes revenue through arrangements with customers, host customer arrangements, partnership arrangements, and sale of project assets as described below.
Host Customer Arrangements
Host customer contracts are generally entered into with commercial entities that have traditionally relied on power supplied directly from the grid. Host customer arrangements consist of a promise to provide energy optimization services through the Company’s proprietary software platform coupled with a dedicated energy storage system owned and controlled by the Company throughout the term of the contract. The host customer does not obtain legal title to, or ownership of the dedicated energy storage system at any point in time. The host customer is the end consumer of the energy that directly benefits from the energy optimization services provided by the Company. The term for the Company’s contracts with host customers generally ranges from 5 to 10 years, which may include certain renewal options to extend the initial contract term or certain termination options to reduce the initial contract term.
Although the Company installs an energy storage system at the host customer site in order to provide the energy optimization services, the Company directs how and for what purpose the asset is used through the operation of its software platform and, as such, retains control of the energy storage system; therefore, the contract does not contain a lease. The Company determines the various energy optimization services provided throughout the term of the contract, which may include services such as remote monitoring, performance reporting, preventative maintenance and other ancillary services necessary for the safe and reliable operation of the energy storage system, are part of a combined output of energy optimization services and the Company provides a single distinct combined performance obligation representing a series of distinct days of services.
The Company determines the transaction price at the outset of the arrangement, primarily based on the contractual payment terms dictated by the contract with the customer. Fees charged to customers for energy optimization services generally consist of recurring fixed monthly payments throughout the term of the contract. In certain arrangements, the transaction price may include incentive payments that are earned by the host customer from utility companies in relation to the services provided by the Company. Under such arrangements, the rights to the incentive payments are assigned by the host customer to the Company. These incentives may be in the form of fixed upfront payments, variable monthly payments, or annual performance-
based payments over the first 5 years of the customer contract term. Incentive payments may be contingent on approval from utility companies or actual future performance of the energy storage system.
Substantially all of the Company’s arrangements provide customers the unilateral ability to terminate for convenience prior to the conclusion of the stated contractual term or the contractual term is shorter than the estimated benefit period, which the Company has determined to be 10 years based on the estimated useful life of the underlying energy storage systems and the period over which the customer can benefit from the energy optimization services utilizing such energy storage systems. In these instances, the Company determined that upfront incentive payments received from its customers represent a material right that is, in effect, an advance payment for future energy optimization services to be recognized throughout the estimated benefit period. In contracts where the customer does not have the unilateral ability to terminate for convenience without a penalty during the estimated benefit period, the Company determined the upfront incentive payments do not represent a material right for services provided beyond the initial contractual period and are therefore a component of the initial transaction price. The Company revisits its estimate of the benefit period each reporting period. The Company’s contracts with host customers do not contain a significant financing component.
The Company transfers control of its energy optimization services to its customers continuously throughout the term of the contract (a stand-ready obligation) and revenue is recognized ratably as control of these services is transferred to its customers, in an amount that reflects the consideration the Company expects to be contractually entitled to in exchange for its services. Monthly incentive payments based on the performance of the energy storage system are allocated to the distinct month in which they are earned because the terms of the payments relate specifically to the outcome from transferring the distinct time increment (month) of service and because such amounts reflect the fees to which the Company expects to be entitled for providing energy optimization services each period, consistent with the allocation objective. Annual variable performance- based payments are estimated at the inception in the transaction price using the expected value method, which takes into consideration historical experience, current contractual requirements, specific known market events and forecasted energy storage system performance patterns, and the Company recognizes such payments ratably using a time-based measure of progress of days elapsed over the term of the contract to the extent that it is probable that a significant reversal of the cumulative revenue recognized will not occur in a future period. At the end of each reporting period, the Company reassesses its estimate of the transaction price. The Company does not begin recognition of revenue until the energy storage system is live (i.e., provision of energy optimization services has commenced) or, as it relates to incentive payments, when approval has been received from the utility company, if later.
Partnership Arrangements
Partnership arrangements consist of promises to transfer inventory in the form of an energy storage system to a “solar plus storage” project developer and separately provide energy optimization services as described previously to the ultimate owner of the project after the developer completes the installation of the project. Under partnership arrangements, the Company’s customer is the solar plus storage project developer. The customer obtains legal title to along with ownership and control of the inventory upon delivery and the customer is responsible for the installation of the project in some cases. Once installation of the project is complete, the owner of the solar plus storage project provides energy to the end consumer through a separate contractual arrangement directly with the end consumer. The term for the Company’s contracts with customers under partnership arrangements generally ranges from 3 to 20 years.
The Company determined the promise to deliver the inventory as a component of the solar plus storage project for which the customer is responsible to develop is a separate and distinct performance obligation from the promise to provide energy optimization services.
The Company determines the transaction price at the outset of the arrangement, primarily based on the contractual payment terms dictated by the contract with the customer. Fees charged for the sale of inventory generally consist of fixed fees payable upon or shortly after successful delivery to the customer. For some customers, the contractual payment terms are based on milestone dates of development activities, such as the date customers accept, acquire, or develop project assets or the date customers install or commission hardware on project assets. Such milestone dates may result in unbilled accounts receivable for noncancellable purchase orders when control of hardware is transferred to the customer and Company has legal right to consideration prior to the milestone date of development activities. For certain customers, the Company also guarantees the value of hardware will not decline for a certain period of time, usually six months to one year. The Company accounts for such contractual payments terms and guarantees as variable consideration at each measurement date at its most likely amount to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur. Fees charged to customers for energy optimization services consist of recurring fixed monthly payments throughout the term of the contract. The Company is responsible for designing, procuring, delivering and ensuring the proper components are provided in accordance with the requirements of the contract. Although the inventory is purchased by the Company from a third-party manufacturer, the Company determined it obtains control of the inventory prior to delivery to the customer and is the principal in the
arrangement. The Company is fully responsible for responding to and correcting any customer issues related to the delivery of the inventory. The Company holds title and assumes all risks of loss associated with the inventory until the customer accepts the inventory. The Company is primarily responsible for fulfilling the delivery of the inventory to the customer, assumes substantial inventory risks and has discretion in the pricing charged to the customer. The Company has not entered into any partnership arrangements where it is not the principal in the transaction.
The Company allocates revenue between the hardware and energy storage services performance obligations based on the standalone selling price of each performance obligation. The standalone selling price for the hardware is established based on observable pricing. The standalone selling price for the energy optimization services is established using a residual value approach due to the significant variability in the services provided to each individual customer based on the specific requirements of each individual project and the lack of observable standalone sales of such services. The Company’s partnership arrangements do not contain a significant financing component.
The Company transfers control of the inventory upon delivery and simultaneous transfer of title to the customer. The Company transfers control of its energy optimization services to its customers continuously throughout the term of the contract (a stand-ready obligation), which does not commence until the customer successfully completes the installation of the project. As a result, the time frame between when the Company transfers control of the inventory to the customer upon delivery is generally several months, and can be in excess of one year, before the Company is required to perform any subsequent energy optimization services. Revenue is recognized ratably as control of these services is transferred to its customers based on a time-based output measure of progress of days elapsed over the term of the contract, in an amount that reflects the consideration the Company expects to be entitled to in exchange for its services.
In some partnership arrangements, the Company charges shipping fees for the inventory. The Company accounts for shipping as a fulfillment activity, since control transfers to the customer after the shipping is complete and includes such amounts within cost of revenue.
Some contracts provide our customers the right to liquidated damages against the Company in the event equipment is not delivered according to contract specifications. Liquidated damages are accounted for as variable consideration, and the contract price is reduced by the expected penalty or liquidated damage amount when recognizing revenue.
Sale of Project Assets
For sales of project assets in which the Company transfers 100% of the membership interest in project assets to a customer, the Company recognizes all of the revenue for the consideration received at a point in time when the membership interest was transferred to the customer, which typically occurs when the Company delivered the membership interest assignment agreement to the customer. The transaction price of contract arrangements is comprised of both fixed and variable amounts. Variable consideration is estimated at each measurement date at its most likely amount to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively as such estimates change. Changes in estimates for sales of project assets occur when the actual development expenses vary from estimates made at the time the membership interests transferred to the customer. The cumulative effect of revisions to transaction prices are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Variable consideration related to the sale of project assets are generally resolved within 60 days of sale of project assets and are currently not material to the Company’s financial statements.
Cost of Revenue
Cost of Hardware Revenue
Cost of revenue related to the sale of hardware includes the cost of the hardware sold to project developers, which generally includes the cost to purchase the hardware from a manufacturer, shipping, and other costs required to fulfill the Company’s obligation to deliver the hardware to the customer location. Cost of revenue may also include any impairment of hardware held in inventory for sale to a customer. Cost of revenue related to the sale of hardware is recognized when the delivery of the hardware is completed.
Cost of Service and Other Revenue
Cost of revenue related to energy optimization services includes depreciation of the cost of energy storage systems associated with long-term host customer contracts, which includes capitalized fulfillment costs, such as installation services, permitting and other related costs. Cost of services and other revenue and other also includes the costs for the development and constructions of project assets. Cost of revenue may also include any impairment of energy storage systems along with energy storage system maintenance costs associated with the ongoing services provided to customers and other amounts not qualifying for capitalization pursuant to the Company’s internal use software capitalization policy. Cost of revenue is recognized as the energy optimization and other supporting services are provided to the Company’s customers throughout the term of the contract.
Sales and Marketing
Sales and marketing expense consists primarily of payroll and other related personnel costs, including stock-based compensation, commissions, bonuses, employee benefits, and travel for the Company’s sales & marketing department. These costs are recognized in the period incurred. Advertising expenses for the years ended December 31, 2023, 2022, and 2021 were not material.
Research and Development
Research and development expense consists primarily of payroll and other related personnel costs for engineers and third parties engaged in the design and development of products, third-party software, and technologies, including salaries, bonus, and stock-based compensation expense, project material costs, services, and depreciation. The Company expenses research and development costs as they are incurred.
General and Administrative
General and administrative expense consists of payroll and other related personnel costs, including salaries, bonus, and stock-based compensation for executive management, legal, finance, and others. In addition, general and administrative expense includes fees for professional services and occupancy costs.
Stock-Based Compensation
The Company recognizes stock-based compensation expense related to employees over the requisite service period based on the grant-date fair value of the awards. The fair value of options granted is estimated using the Black-Scholes option valuation model. The Company recognizes the grant-date fair value of an award as compensation expense on a straight-line basis over the requisite service period, which typically corresponds to the vesting period for the award. The Company elects to account for forfeitures as they occur and, upon forfeiture of an award prior to vesting, the Company reverses any previously recognized compensation expense related to that award.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes based on ASC 740, Accounting for Income Taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts and the tax basis of existing assets and liabilities. The Company records a valuation allowance to reduce tax assets to an amount for which realization is more likely than not. There are certain charges that are not deductible for tax purposes.
In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made.
The Company recognizes the tax benefit from uncertain tax positions in accordance with GAAP, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s tax return. No liability related to uncertain tax positions has been recognized in the financial statements.
The Company includes interest and penalties for uncertain tax positions in the financial statements as a component of income tax expense. No accrual has been deemed necessary as of December 31, 2023 and 2022.
Foreign Currency Translation
The Company’s foreign subsidiaries financial position and results of operations are measured using the local currency as the functional currency. The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues and expenses are translated at average exchange rates in effect during the year. Translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders’ equity.
Net Loss Per Share Attributable to Common Stockholders
Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted- average number of common shares and common share equivalents of potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, convertible notes, warrants, restricted stock units (“RSUs”), and common stock options are considered to be potentially dilutive securities. As the Company was in a net loss position for the years ended December 31, 2023, 2022, and 2021, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders because the effects of potentially dilutive securities are antidilutive.
Noncontrolling Interest
Noncontrolling interests represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to us. In fiscal 2022, we have entered into arrangements with third-party investors under which the investors are determined to hold noncontrolling interests in entities fully consolidated by us. The net assets of the shared entities are attributed to the controlling and noncontrolling interests based on the terms of the governing contractual arrangements. The Company further determined the hypothetical liquidation at book value method (“HLBV Method”) to be the appropriate method for attributing net assets to the controlling and noncontrolling interests as this method most closely mirrors the economics of the governing contractual arrangements. Under the HLBV Method, we allocate recorded income (loss) to each investor based on the change, during the reporting period, of the amount of net assets each investor is entitled to under the governing contractual arrangements in a liquidation scenario. The net income allocated to the noncontrolling interests was not material for the years ended December 31, 2023, 2022, and 2021.
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, related to the disclosure of incremental segment information on an annual and interim basis. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the disclosure requirements related to the new standard.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, related to income tax disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.
v3.24.0.1
REVENUE
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
Disaggregation of Revenue
The following table provides information on the disaggregation of revenue as recorded in the consolidated statements of operations (in thousands):
Year ended December 31,
202320222021
Hardware revenue$398,967 $310,837 $106,908 
Services and other revenue62,548 52,143 20,463 
Total revenue
$461,515 $362,980 $127,371 
The following table summarizes reportable revenue by geographic regions determined based on the location of the customers (in thousands):
Year ended December 31,
202320222021
United States$443,450 $353,792 $127,230 
Rest of the world18,065 9,188 141 
Total revenue$461,515 $362,980 $127,371 

Remaining Performance Obligations
Remaining performance obligations represent contracted revenue that has not been recognized, which includes contract liabilities (deferred revenue) and amounts that will be billed and recognized as revenue in future periods. As of December 31, 2023, the Company had $471.3 million and $534.9 million of remaining performance obligations, respectively, and the approximate percentages expected to be recognized as revenue in the future are as follows (in thousands, except percentages):
December 31, 2023
Total remaining
performance
obligations		Percent Expected to be Recognized as Revenue
Less than
one year		Two to
five years		Greater than
five years

Services and other revenue
$348,056 14 %47 %39 %
Hardware revenue
123,243 97 %3 %— %
Total revenue$471,299 
December 31, 2022
Total remaining
performance
obligations		Percent Expected to be Recognized as Revenue
Less than
one year		Two to
five years		Greater than
five years

Services and other revenue
$322,645 17 %48 %35 %
Hardware revenue
212,270 100 %— %— %
Total revenue$534,915 
Contract Balances
Deferred revenue primarily includes cash received in advance of revenue recognition related to energy optimization services and incentives. The following table presents the changes in the deferred revenue balance during the years ended December 31, 2023, 2022, and 2021 (in thousands):
202320222021
Balance as of beginning of period$138,074 $37,443 $52,410 
Deferred revenue acquired upon business combination— 49,626 — 
Upfront payments received from customers270,130 206,868 89,951 
Upfront or annual incentive payments received4,204 5,797 6,614 
Revenue recognized related to amounts that were included in beginning balance of deferred revenue(54,638)(22,669)(33,585)
Revenue recognized related to amounts that were included in acquired balance of deferred revenue— (3,338)— 
Revenue recognized related to deferred revenue generated during the period(215,123)(135,653)(77,947)
Balance as of end of period$142,647 $138,074 $37,443 
Parent Company Guarantees
In certain customer contracts, the Company previously agreed to provide a guarantee that the value of purchased hardware will not decline for a certain period of time. Under this guarantee, if these customers were unable to install or designate the hardware to a specified project within such period of time, the Company would be required to assist the customer in re-marketing the hardware for resale by the customer. The guarantee provided that, in such cases, if the customer resold the hardware for less than the amount initially sold to the customer, the Company would be required to compensate the customer for any shortfall in fair value for the hardware from the initial contract price. The Company accounts for such contractual terms and guarantees as variable consideration at each measurement date. The Company updates its estimate of variable consideration each quarter, including changes in estimates related to such guarantees, for facts or circumstances that have changed from the time of the initial estimate. As a result, the Company recorded a net revenue reduction of $35.1 million in hardware revenue during the year ended December 31, 2023. Specifically, $16.9 million of the overall reduction in revenue was related to deliveries that occurred during fiscal year 2022, and $18.2 million is related to deliveries that occurred during fiscal 2023.
v3.24.0.1
SHORT-TERM INVESTMENTS
 12 Months Ended
Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]  
SHORT-TERM INVESTMENTS SHORT-TERM INVESTMENTS
The following tables summarize the estimated fair value of the Company’s short-term investments and the gross unrealized holding gains and losses as of December 31, 2023 and 2022 (in thousands):


As of December 31, 2023
Amortized costUnrealized gainUnrealized LossEstimated Fair Value
Commercial paper$1,978 $— $— $1,978 
U.S. government bonds2,744 — (3)2,741 
Agency bonds3,503 — (3)3,500 
Total short-term investments$8,225 $— $(6)$8,219 
As of December 31, 2022
Amortized costUnrealized gainUnrealized LossEstimated Fair Value
Corporate debt securities$17,056 $— $(164)$16,892 
Commercial paper18,922 — — 18,922 
U.S. government bonds106,774 — (1,515)105,259 
Certificate of deposits9,986 — — 9,986 
Treasury bills9,518 3 (5)9,516 
Agency bonds1,500 — (1)1,499 
Total short-term investments$163,756 $3 $(1,685)$162,074 

The following table presents the contractual maturities of the Company’s short-term investments as of December 31, 2023 (in thousands):
As of December 31, 2023
Amortized costEstimated Fair Value
Due within one year$8,225 $8,219 
Total$8,225 $8,219 
The Company periodically reviews the individual securities that have unrealized losses on a regular basis to evaluate whether or not any security has experienced, or is expected to experience, credit losses resulting in the decline in fair value. The Company evaluates, among other factors, whether the Company intends to sell any of these marketable securities and whether it is more likely than not that the Company will be required to sell any of them before recovery of the amortized cost basis. During the year ended December 31, 2023, the Company did not record an allowance for credit losses, as management believes any such losses would be immaterial based on the investment-grade credit rating for each of the short-term investments as of the end of each period.
v3.24.0.1
FAIR VALUE MEASUREMENTS
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. At December 31, 2023 and 2022, the carrying amount of accounts receivable, other current assets, accounts payable, and accrued and other current liabilities approximated their estimated fair value due to their relatively short maturities.
The following table provides the financial instruments measured at fair value on a recurring basis (in thousands):
December 31, 2023
Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market fund$47,297$— $—$47,297
Commercial paper—3,971 —3,971
Debt securities:
Commercial paper— 1,978 — 1,978
U.S. government bonds— 2,741 — 2,741
Agency bonds— 3,500 — 3,500 
Total financial assets$47,297 $12,190 $— $59,487 
Liabilities
Derivative liability$— $— $7,731 $7,731 

December 31, 2022
Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market fund$10,618 $— $— $10,618 
Commercial paper— 2,988 — 2,988
Debt securities:
Corporate debt securities— 16,892 — 16,892
Commercial paper— 18,922 — 18,922
U.S. government bonds— 105,259 — 105,259
Certificate of deposits— 9,986 — 9,986
Treasury bills— 9,516 — 9,516
Other— 1,499 — 1,499 
Total financial assets$10,618 $165,062 $— $175,680 
The Company’s money market funds are classified as Level 1 because they are valued using quoted market prices. The Company’s short-term investments consist of available-for-sale securities and are classified as Level 2 because their value is based on valuations using significant inputs derived from or corroborated by observable market data. The Company’s other current liabilities includes a derivative liability that is attributable to a derivative feature within a revenue contract, whereby final settlement is indexed to the price per ton of lithium carbonate. The balance will be valued using a third party forecast for lithium carbonate. As the derivative instrument is not traded on an exchange it is classified within Level 3 of the fair value hierarchy.
Fair Value of Convertible Promissory Notes
The convertible notes are recorded at face value less unamortized debt issuance costs (see Note 13 — Convertible Notes for additional details) on the consolidated balance sheet as of December 31, 2023. As of December 31, 2023, the estimated fair value of the 2028 Convertible Notes was $149.1 million based on Level 2 quoted bid prices of the convertible notes in an over-the-counter market on the last trading date of the reporting period. As of December 31, 2023, the estimated fair value of the 2030 Convertible Notes was $175.8 million based on Level 2 quoted bid prices of the convertible notes in an over-the-counter market on the last trading date of the reporting period.
v3.24.0.1
BUSINESS COMBINATIONS
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
On February 1, 2022, Stem, Inc. acquired 100% of the outstanding shares of AlsoEnergy. AlsoEnergy provides end-to-end turnkey solutions that monitor and manage renewable energy systems. AlsoEnergy has deployed systems at various international locations, but its largest customer bases are in the United States, Germany and Canada. The combined company delivers a one-stop-shop solution for front-of-meter and commercial and industrial (“C&I”) customers with solar and storage needs.
The total consideration to acquire AlsoEnergy was $652.0 million, comprised of $543.1 million in cash, net of a working capital adjustment for an escrow recovery, and $108.9 million in the form of 8,621,006 shares of the Company’s common stock. The Company incurred $6.1 million of transaction costs related to the acquisition of AlsoEnergy, which were recorded in general and administrative expense during the year ended December 31, 2022.
The following table summarizes the purchase price as a part of the acquisition of AlsoEnergy (in thousands):
Purchase Price
Cash consideration$544,059
Equity consideration108,883
Working capital adjustment(915)
Total consideration$652,027
The following table summarizes the fair values of assets acquired and liabilities assumed in the acquisition of AlsoEnergy at the date of acquisition (in thousands):
Assets Acquired

Cash$10,135 
Accounts receivable9,614 
Other current assets1,795 
Inventory3,701 
Operating lease right-of-use assets1,333 
Separately identifiable intangible assets acquired other than goodwill152,100 
Other noncurrent assets1,032 
Total identifiable assets acquired179,710 
Liabilities Assumed
Accounts payable1,985 
Other current liabilities1,596 
Accrued payroll2,533 
Deferred revenue, current portion17,486 
Lease liabilities, current portion431 
Deferred revenue, noncurrent32,140 
Lease liabilities, noncurrent902 
Deferred tax liability15,476 
Other noncurrent liabilities150 
Total liabilities assumed72,699 
Total net identifiable assets acquired107,011 
Goodwill545,016 
Total consideration$652,027 
Based on the accounting guidance provided in ASC 805, the Company accounted for the acquisition of AlsoEnergy as a business combination in which the Company determined that AlsoEnergy was a business.
In the second quarter of 2022, a working capital adjustment was made that resulted in the decrease of goodwill of $0.9 million. The allocation of fair values of assets acquired and liabilities assumed was finalized in the fourth quarter of 2022. No further adjustments were made.
The following table and accompanying paragraphs below summarize the intangible assets acquired, their fair value as of the acquisition date, and their estimated useful lives for amortizable intangible (in thousands, except estimated useful life, which is in years):
Fair ValueUseful Life
Trade name$11,3007
Customer relationships106,80012
Backlog3,9001.1
Developed technology30,1007
Separately identifiable intangible assets acquired other than goodwill$152,100
Trade names include the AlsoEnergy and PowerTrack trade names, which were measured at fair value using the relief-from-royalty method. Customer relationships represent the estimated fair values of the underlying relationship with AlsoEnergy customers measured using the multiple-period excess earnings method under the income approach. Backlog relates to subscriptions contracts that were measured at fair value using the multiple-period excess earnings method under the income approach. Developed technology represents the preliminary fair value of AlsoEnergy’s renewable energy platform that was measured using the relief-from-royalty method of the income approach. Significant estimates and assumptions related to the Company’s forecasts of future revenues and selection of the weighted average cost of capital, royalty rates, and estimated revenue growth rates are used in measuring the fair value of these assets. The amortization expense for all acquired intangible assets will be recognized on a straight-line basis over their respective estimated useful lives.
Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired. The acquisition of AlsoEnergy resulted in the recognition of $545.0 million of goodwill. Goodwill acquired primarily consists of expanded market and product opportunities, including acceleration of growth of renewable energy onto the power grid, expanded value for the Company’s customers to manage and optimize combined solar and energy storage systems through the vertical integration of software solutions, as well as access of the Company’s product offerings to international markets.
Goodwill created as a result of the acquisition of AlsoEnergy is not expected to be deductible for tax purposes. A net deferred tax liability of $15.5 million was established for the intangible assets acquired net of deferred tax assets, which primarily consists of net operating loss carryforwards and deferred revenue.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and AlsoEnergy, as if the acquisition had occurred on January 1, 2021. The pro forma financial information is as follows (in thousands):
Twelve Months Ended
December 31,
202320222021
(Unaudited)(Unaudited)
Total revenue$461,515 $366,815 $189,930 
Net loss$(140,413)$(131,959)$(132,187)
The pro forma financial information for the periods presented above has been calculated after adjusting the results of AlsoEnergy to reflect the business combination accounting effects resulting from this acquisition, including the elimination of transaction costs incurred by the Company, amortization expense from acquired intangible assets, and settlement of stock option awards. The historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination. The pro forma financial information is for informational purposes only, and is not indicative of either future results of operations, or results that may have been achieved had the acquisition been consummated as of the beginning of 2022 or 2021.
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS, NET
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS, NET GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
Goodwill consists of the following (in thousands):
December 31,
20232022
Goodwill$547,158 $547,556 
Recovery of escrow from AlsoEnergy acquisition— (915)
Effect of foreign currency translation47 8 
Total goodwill$547,205 $546,649 
Intangible Assets, Net
Intangible assets, net, consists of the following (in thousands):
December 31,
20232022
Developed technology$32,618 $30,600 
Trade name11,300 11,300 
Customer relationships106,800 106,800 
Backlog— 3,900 
Internally developed software67,282 49,472 
Intangible assets218,000 202,072 
Less: Accumulated amortization(60,868)(39,809)
Add: Currency translation adjustment14 2 
Total intangible assets, net$157,146 $162,265 
Amortization expense for intangible assets was $24.9 million, $23.6 million and $5.3 million for the years ended December 31, 2023, 2022, and 2021, respectively, of which amortization of internally developed software and developed technology is recognized in cost of goods sold and amortization of customer relationships, trade name, and backlog is recognized in sales and marketing in the consolidated statements of operations.
v3.24.0.1
LEASES
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
LEASES LEASES
The Company leases and subleases certain office spaces with lease terms ranging from 2 to 6 years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional five years. These optional periods have not been considered in the determination of the ROU assets or lease liabilities associated with these leases as the Company did not consider the exercise of these options to be reasonably certain.
The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. For the years ended December 31, 2023, 2022, and 2021, the Company incurred $4.2 million, $2.8 million and $1.3 million, respectively, of rent expense included in operating expenses in the consolidated statements of operations in relation to its operating leases, inclusive of short-term and variable lease expense which was immaterial. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2023, 2022, and 2021 was $2.9 million $1.6 million and $0.5 million, respectively, and was included in net cash used in operating activities in the Company’s consolidated statements of cash flows.
As of December 31, 2023, future payments associated with the Company’s operating lease liabilities were as follows (in thousands):
Operating
Leases
2024$3,620 
20252,885 
20262,984 
20273,035 
20282,304 
Thereafter396 
Total lease payments15,224 
Less: imputed interest(1,819)
Total operating lease liability future lease payments$13,405 
Reported as of December 31, 2023 and 2022 (in thousands):
December 31,
20232022
Current portion of operating lease liabilities included within other current liabilities
$2,950 $2,574 
Non-current portion of operating lease liabilities10,455 10,962 
Total$13,405 $13,536 
The following summarizes additional information related to operating leases:
December 31,
20232022
Weighted average remaining operating lease term (in years)4.65.5
Weighted average discount rate5.7 %4.7 %
v3.24.0.1
ASSET RETIREMENT OBLIGATION
 12 Months Ended
Dec. 31, 2023
Asset Retirement Obligation Disclosure [Abstract]  
ASSET RETIREMENT OBLIGATION ASSET RETIREMENT OBLIGATION
The information below details the asset retirement obligation for the years ended December 31, 2023 and 2022 as follows (in thousands):
December 31,
20232022
Beginning balance at January 1,$4,262 $4,135 
Retirement cost revaluation(444)(116)
Accretion expense234 243 
Ending balance at December 31,$4,052 $4,262 
v3.24.0.1
ENERGY STORAGE SYSTEMS, NET
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
ENERGY STORAGE SYSTEMS, NET ENERGY STORAGE SYSTEMS, NET
Energy Storage Systems, Net
Energy storage systems, net, consists of the following (in thousands):
December 31, 2023December 31, 2022
Energy storage systems placed into service$141,181 $143,154 
Less: accumulated depreciation(70,918)(58,782)
Energy storage systems not yet placed into service4,155 6,385 
Total energy storage systems, net$74,418 $90,757 
Depreciation expense for energy storage systems was approximately $14.4 million, $14.9 million and $14.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. Depreciation expense is recognized in cost of service revenue.
v3.24.0.1
BALANCE SHEET COMPONENTS
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BALANCE SHEET COMPONENTS BALANCE SHEET COMPONENTS
Accounts Receivable, net
Accounts receivable, net consists of the following (in thousands):
December 31,
20232022
Unbilled receivables$190,230 $151,278 
Accounts receivable - customer113,262 70,727 
Financing obligation receivables4,253 5,061 
Accounts receivable allowance(4,904)(3,879)
Other7 32 
Total accounts receivable, net$302,848 $223,219 
Collateralized accounts receivable of approximately $29.3 million as of December 31, 2023 were held by the Company and were included in “Accounts receivable, net” in the Company’s consolidated balance sheet. In the event the accounts receivable is not paid, the Company has the option to repossess the inventory from the customer.
Inventory
Inventory consists of the following (in thousands):
December 31,
20232022
Work in process inventory$23,074 $3,374 
Raw Materials2,961 4,623 
Finished Goods629 376 
Batteries1 1 
Total inventory$26,665 $8,374 
Other Current Assets
Other current assets consist of the following (in thousands):
December 31,
20232022
Prepaid expenses$5,971 $5,676 
Utility program deposits153 80 
Due from related parties73 74 
Other3,106 2,196 
Total other current assets$9,303 $8,026 
Other Noncurrent Assets
Other noncurrent assets consist of the following (in thousands):
December 31,
20232022
Prepaid warranties and maintenance$41,023 $33,686 
Unbilled receivables, net18,662 9,409 
Deferred costs with suppliers— 7,720 
Receivable from SPEs (Note 17)
2,523 2,543 
Self-generation incentive program deposits561 688 
Investment in VIEs2,094 1,971 
Property and equipment, net2,813 2,158 
Project assets8,424 3,208 
Restricted cash1,100 — 
Other4,669 3,956 
Total other noncurrent assets$81,869 $65,339 
Depreciation expense for property and equipment was $0.7 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively, and immaterial for the year ended December 31, 2021.
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
December 31,
20232022
Accrued payables$67,543 $83,022 
Accrued interest2,674 311 
Other accrued liabilities6,656 1,925 
Total accrued liabilities$76,873 $85,258 
Other Current Liabilities
Other current liabilities consist of the following (in thousands):
December 31,
20232022
Derivative liability$7,731 $— 
System advances266 266 
Lease liabilities – current portion2,950 2,574 
Due to related parties31 687 
Other1,748 1,885 
Total other current liabilities$12,726 $5,412 
v3.24.0.1
NOTES PAYABLE
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
NOTES PAYABLE NOTES PAYABLE
Revolving Loan Due to SPE Member
In April 2017, the Company entered into a revolving loan agreement with an affiliate of a member of certain of the Company’s special purpose entities (“SPE”). This agreement was, from time to time, subsequently amended. The purpose of this revolving loan agreement was to finance the Company’s purchase of hardware for its various energy storage system projects. The agreement had a total revolving loan capacity of $45.0 million that bore fixed interest at 10% with a maturity date of June 2020.
In May 2020, concurrent with the 2020 Credit Agreement discussed below, the Company entered into an amendment to the revolving loan agreement, which reduced the loan capacity to $35.0 million and extended the maturity date to May 2021. The amendment increased the fixed interest rate for any borrowings outstanding more than nine months to 14% thereafter. Additionally, under the original terms of the revolving loan agreement, the Company was able to finance 100% of the value of the hardware purchased up to the total loan capacity. The amendment reduced the advance rate to 85%, with an additional reduction to 70% in August 2020. The amendment was accounted for as a modification of the debt, which did not have a material impact on the consolidated financial statements. In April 2021, the Company repaid the remaining outstanding balance of this facility with the proceeds received from the Merger. The facility was terminated after the repayment in April 2021.
Term Loan Due to Former Non-Controlling Interest Holder
In June 2018, the Company acquired the outstanding member interests of an entity controlled by the Company for $8.1 million. The Company financed this acquisition by entering into a term loan agreement with the noncontrolling member bearing fixed interest of 4.5% per quarter (18.0% per annum) on the outstanding principal balance. The loan required fixed quarterly payments throughout the term of the loan, which was scheduled to be paid in full by April 1, 2026.
In May 2020, the Company amended the term loan and, using the proceeds from the 2020 Credit Agreement discussed below, prepaid $1.5 million of principal and interest on the note, of which $1.0 million was towards the outstanding principal balance, thereby reducing the fixed quarterly payment due to the lender. In relation to this amendment, the Company was required to issue warrants for 400,000 shares of common stock resulting in a discount to the term loan of $0.2 million. In April 2021, the Company repaid the remaining outstanding balance of this facility with the proceeds received from the Merger. Upon prepayment of this facility, the Company incurred $2.6 million in prepayment penalties that were recorded to loss on extinguishment of debt in the Company’s statement of operations. The facility was terminated after the repayment in April 2021.
2020 Credit Agreement
In May 2020, the Company entered into a credit agreement (“2020 Credit Agreement”) with a new lender that provided the Company with proceeds of $25.0 million to provide the Company with access to working capital towards the purchase of energy storage system equipment. The 2020 Credit Agreement has a maturity date of the earlier of (1) May 2021, (2) the maturity date of the revolving loan agreement, or (3) the maturity date of the Pre-Merger Convertible Promissory Notes discussed below in Note 13 — Convertible Notes. The loan bore interest of 12% per annum, of which 8% was paid in cash and 4% added back to principal of the loan balance every quarter. The Company used a portion of the proceeds towards payments associated with existing debt. In April 2021, the Company repaid the outstanding balance of this facility with the proceeds received from the Merger. Upon prepayment of this facility, the Company incurred $1.4 million in prepayment penalties that
were recorded to loss on extinguishment of debt in the Company’s statement of operations. The facility was terminated after the repayment in April 2021.
2021 Credit Agreement
In January 2021, the Company, through a wholly-owned Canadian entity, entered into a credit agreement to provide a total of $2.7 million towards the financing of certain energy storage systems. The credit agreement is structured on a non-recourse basis and the system will be operated by the Company. The credit agreement has a stated interest of 5.45% and a maturity date of June 2031. The Company received an advance under the credit agreement of $1.8 million in January 2021. The repayment of advances received under this credit agreement is determined by the lender based on the proceeds generated by the Company through the operation of the underlying energy storage systems.
On April 6, 2023, the Company repaid the remaining outstanding balance under the 2021 Credit Agreement with a portion of the net proceeds from the issuance of the 2030 Convertible Notes (as described in Note 13 — Convertible Notes). Upon prepayment of this facility, the Company incurred a $0.3 million loss on extinguishment of debt, which is recorded in the Company’s statement of operations. The facility was terminated after the repayment in April 2023.
CONVERTIBLE NOTES
As of December 31, 2020, the Company had various convertible notes outstanding to investors. The Company refers to the collective group of all such note instruments as the “Pre-Merger Convertible Promissory Notes.” As of December 31, 2020, these Pre-Merger Convertible Promissory Notes had a balance of $67.6 million. During the year ended December 31, 2021, the Company issued additional convertible notes, including convertible promissory notes issued and sold in January 2021 (the “Q1 2021 Convertible Notes”) and the 2028 Convertible Notes. Upon effectiveness of the Merger on April 28, 2021, all outstanding Pre-Merger Convertible Promissory Notes were converted to common stock and cancelled (see “—Conversion and Cancellation of Convertible Promissory Notes Upon Merger” below). As of December 31, 2021, the Pre-Merger Convertible Promissory Notes and the Q1 2021 Convertible Notes were no longer outstanding.

Q1 2021 Convertible Notes
In January 2021, the Company issued and sold the Q1 2021 Convertible Notes under the same terms as the then existing Pre-Merger Convertible Promissory Notes to various investors with aggregate gross proceeds of $1.1 million. The Company evaluated the conversion option within the Q1 2021 Convertible Notes and determined the effective conversion price was beneficial to the note holders.
Conversion and Cancellation of Convertible Promissory Notes Upon Merger
Immediately prior to the effectiveness of the Merger, the entire balance of the Company’s outstanding Pre-Merger Convertible Promissory Notes issued by Legacy Stem automatically converted into shares of Legacy Stem Common Stock. Upon the effectiveness of the Merger, these shares of Legacy Stem Common Stock automatically converted into 10,921,548 shares of common stock of Stem. The balance associated with the outstanding Pre-Merger Convertible Promissory Notes totaling $77.7 million, including $7.7 million of interest accrued on the notes through the date of Merger, was reclassified to additional paid-in-capital. The unamortized portion of the debt discount associated with the outstanding Q1 2021 Convertible Notes totaling $1.1 million was fully expensed to loss on extinguishment of debt in the Company’s statement of operations.
2028 Convertible Notes and Capped Call Options
2028 Convertible Notes
On November 22, 2021, the Company issued $460.0 million aggregate principal amount of its 2028 Convertible Notes in a private placement offering to qualified institutional buyers (the “2021 Initial Purchasers”) pursuant to Rule 144A under the Securities Act of 1933, as amended.
The 2028 Convertible Notes are senior, unsecured obligations of the Company and bear interest at a rate of 0.5% per year, payable in cash semi-annually in arrears in June and December of each year, beginning in June 2022. The 2028 Convertible Notes will mature on December 1, 2028, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Upon conversion, the Company may choose to pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock. The 2028 Convertible Notes are redeemable for cash at the Company’s option at any time given certain conditions (as discussed below), at an initial conversion rate of 34.1965 shares of common stock per $1,000 principal amount of 2028 Convertible Notes, which is equivalent to an initial conversion price of
approximately $29.24 (the “2028 Conversion Price”) per share of the Company’s common stock. The conversion rate is subject to customary adjustments for certain events as described in the related indenture.
The Company may redeem for cash all or any portion of the 2028 Convertible Notes, at the Company’s option, on or after December 5, 2025 if the last reported sale price of the Company’s common stock has been at least 130% of the 2028 Conversion Price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest.
The Company’s net proceeds from this offering were approximately $445.7 million, after deducting the Initial Purchasers’ discounts and debt issuance costs. To minimize the impact of potential dilution to the Company’s common stockholders upon conversion of the 2028 Convertible Notes, the Company entered into separate capped calls transactions (the “2028 Capped Calls”) as described below. In connection with the issuance of the 2030 Convertible Notes during the second quarter of 2023, the Company used approximately $99.8 million of the net proceeds to purchase and surrender for cancellation approximately $163.0 million aggregate principal amount of the Company’s 2028 Convertible Notes, which resulted in a $59.4 million gain on debt extinguishment. See 2030 Convertible Notes below for further details of the 2030 Convertible Notes.
In accordance with accounting guidance for debt with conversion and other options, the Company separately accounted for the liability and equity components of the 2028 Convertible Notes by allocating the proceeds between the liability component and the equity component, due to the Company's ability to settle the 2028 Convertible Notes in cash, its common Stock, or a combination of cash and common Stock at the option of the Company. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The equity component of the 2028 Convertible Notes was recognized as a debt discount and represents the difference between the gross proceeds from the issuance of the 2028 Convertible Notes and the fair value of the liability component of the 2028 Convertible Notes on the date of issuance. The debt discount is amortized to interest expense using the effective interest method over approximately seven years, or the expected life of the 2028 Convertible Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.
After allocating the proceeds of the liability and equity components, the Company further allocated $14.3 million initial purchasers’ debt discount and debt issuance cost of $12.4 million and $1.9 million, respectively. The initial purchaser’s discount and debt issuance costs primarily consisted of underwriters, advisory, legal, and accounting fees. These costs were allocated to the debt and equity components based on the allocation of the proceeds as follows (in thousands):
AmountEquity ComponentDebt Component
Initial Purchaser’s Debt Discount$12,420 $3,650 $8,770 
Debt Issuance Costs1,871 550 1,321 
Total$14,291 $4,200 $10,091 
The portion allocated to the debt component is amortized to interest expense using the effective interest method over the expected life of the 2028 Convertible Notes, or approximately its seven-year term. The effective interest rate on the liability component of the 2028 Convertible Notes for the period from the date of issuance through December 2028 is 5.96%, which remains unchanged from the date of issuance.
At the original issuance date, the fair value of the debt component of the Company’s 2028 Convertible Notes was $324.8 million and the estimated fair value of the equity component was $135.2 million, as measured on the date of issuance, resulting in a total fair value of $460.0 million for the 2028 Convertible Notes. The 2028 Convertible Notes were priced at par at the valuation date resulting in the fair value of the 2028 Convertible Notes equal to the principal amount of $460.0 million. The fair value of the equity component has been calculated as the residual amount between the fair value of the 2028 Convertible Notes and the fair value of the debt component.
Upon adoption of ASU 2020-06, the Company allocated all of the debt discount to long-term debt. The debt discount is amortized to interest expense using the effective interest method, computed to be 0.9%, over the life of the 2028 Convertible Notes or approximately its seven-year term. The outstanding 2028 Convertible Notes balances as of December 31, 2023 and
2022 are summarized in the following table (in thousands):
December 31, 2023December 31, 2022
Long Term Debt
Outstanding principal$297,024 $460,000 
Unamortized 2021 Initial Purchasers’ debt discount and debt issuance cost(6,501)(12,091)
Net carrying amount$290,523 $447,909 
The following table presents total interest expense recognized related to the 2028 Convertible Notes during the year ended December 31, 2023 and 2022 (in thousands):
December 31, 2023December 31, 2022
Cash interest expense
Contractual interest expense$1,693 $2,300 
Non-cash interest expense
Amortization of debt discount and debt issuance cost1,487 1,986 
Total interest expense$3,180 $4,286 
2028 Capped Call Options
On November 17, 2021, in connection with the pricing of the 2028 Convertible Notes, and on November 19, 2021, in connection with the exercise in full by the 2021 Initial Purchasers of their option to purchase additional Notes, the Company entered into 2028 Capped Calls with certain counterparties. The Company used $66.7 million of the net proceeds to pay the cost of the 2028 Capped Calls.
The 2028 Capped Calls have an initial strike price of $29.2428 per share, which corresponds to the initial conversion price of the 2028 Convertible Notes and is subject to anti-dilution adjustments. The 2028 Capped Calls have a cap price of $49.6575 per share, subject to certain adjustments.
The 2028 Capped Calls are considered separate transactions entered into by and between the Company and the 2028 Capped Calls counterparties, and are not part of the terms of the 2028 Convertible Notes. The Company recorded a reduction to additional paid-in capital of $66.7 million during the year ended December 31, 2021 related to the premium payments for the 2028 Capped Calls. These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met.
2030 Convertible Notes and 2030 Capped Call Options
2030 Convertible Notes
On April 3, 2023, the Company issued $240.0 million aggregate principal amount of its 2030 Convertible Notes in a private placement offering to qualified institutional buyers (the “2023 Initial Purchasers”) pursuant to Rule 144A under the Securities Act of 1933, as amended.
The 2030 Convertible Notes are senior, unsecured obligations of the Company and bear interest at a rate of 4.25% per year, payable in cash semi-annually in arrears in April and October of each year, beginning on October 1, 2023. The 2030 Convertible Notes will mature on April 1, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Upon conversion, the Company may choose to pay or deliver cash, shares of common stock or a combination of cash and shares of common stock. The 2030 Convertible Notes are redeemable for cash at the Company’s option at any time given certain conditions (as discussed below), at an initial conversion rate of 140.3066 shares of common stock per $1,000.00 principal amount of the 2030 Convertible Notes, which is equivalent to an initial conversion price of approximately $7.1272 (the “2030 Conversion Price”) per share of the Company’s common stock. The conversion rate is subject to customary adjustments for certain events as described in the related indenture.
The 2030 Convertible Notes will be redeemable, in whole or in part, at the Company’s option, on or after April 5, 2027 if the last reported sale price of the Company’s common stock has been at least 130% of the 2030 Conversion Price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest.
The Company’s net proceeds from this offering were approximately $232.4 million, net of $7.6 million in debt issuance costs primarily consisting of underwriters, advisory, legal, and accounting fees. The Company used approximately $99.8 million of the net proceeds to purchase and surrender for cancellation approximately $163.0 million aggregate principal amount of the Company’s 2028 Convertible Notes. See 2028 Convertible Notes above for further details on the impacts of the debt extinguishment.
The outstanding 2030 Convertible Notes balances as of December 31, 2023 are summarized in the following table (in thousands):
December 31, 2023
Long Term Debt
Outstanding principal$240,000 
Unamortized 2023 Initial Purchasers’ debt discount and debt issuance cost(6,890)
Net carrying amount$233,110 
The debt discount and debt issuance costs are amortized to interest expense using the effective interest method, computed to be 4.70%, over the life of the 2030 Convertible Notes or its approximately seven-year term.
The following table presents total interest expense recognized related to the 2030 Convertible Notes during the three months ended December 31, 2023 (in thousands):
December 31, 2023
Cash interest expense
Contractual interest expense$7,593 
Non-cash interest expense
Amortization of debt discount and debt issuance cost711 
Total interest expense$8,304 
2030 Capped Call Options
On March 29, 2023 and March 31, 2023, in connection with the pricing of the 2030 Convertible Notes, and on April 3, 2023, in connection with the exercise in full by the 2023 Initial Purchasers of their option to purchase additional 2030 Convertible Notes, the Company entered into Capped Calls (the “2030 Capped Calls”) with certain counterparties. The Company used $27.8 million of the net proceeds from the 2030 Convertible Notes to pay the cost of the 2030 Capped Calls.
The 2030 Capped Calls have an initial strike price of $7.1272 per share, which corresponds to the initial conversion price of the 2030 Convertible Notes and is subject to anti-dilution adjustments. The 2030 Capped Calls have a cap price of $11.1800 per share, subject to certain adjustments.
The 2030 Capped Calls are considered separate transactions entered into by and between the Company and the 2030 Capped Calls counterparties, and are not part of the terms of the 2030 Convertible Notes. The Company recorded a reduction to additional paid-in capital of $27.8 million during the second quarter of 2023 related to the premium payments for the 2030 Capped Calls. These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met.
v3.24.0.1
CONVERTIBLE NOTES
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES NOTES PAYABLE
Revolving Loan Due to SPE Member
In April 2017, the Company entered into a revolving loan agreement with an affiliate of a member of certain of the Company’s special purpose entities (“SPE”). This agreement was, from time to time, subsequently amended. The purpose of this revolving loan agreement was to finance the Company’s purchase of hardware for its various energy storage system projects. The agreement had a total revolving loan capacity of $45.0 million that bore fixed interest at 10% with a maturity date of June 2020.
In May 2020, concurrent with the 2020 Credit Agreement discussed below, the Company entered into an amendment to the revolving loan agreement, which reduced the loan capacity to $35.0 million and extended the maturity date to May 2021. The amendment increased the fixed interest rate for any borrowings outstanding more than nine months to 14% thereafter. Additionally, under the original terms of the revolving loan agreement, the Company was able to finance 100% of the value of the hardware purchased up to the total loan capacity. The amendment reduced the advance rate to 85%, with an additional reduction to 70% in August 2020. The amendment was accounted for as a modification of the debt, which did not have a material impact on the consolidated financial statements. In April 2021, the Company repaid the remaining outstanding balance of this facility with the proceeds received from the Merger. The facility was terminated after the repayment in April 2021.
Term Loan Due to Former Non-Controlling Interest Holder
In June 2018, the Company acquired the outstanding member interests of an entity controlled by the Company for $8.1 million. The Company financed this acquisition by entering into a term loan agreement with the noncontrolling member bearing fixed interest of 4.5% per quarter (18.0% per annum) on the outstanding principal balance. The loan required fixed quarterly payments throughout the term of the loan, which was scheduled to be paid in full by April 1, 2026.
In May 2020, the Company amended the term loan and, using the proceeds from the 2020 Credit Agreement discussed below, prepaid $1.5 million of principal and interest on the note, of which $1.0 million was towards the outstanding principal balance, thereby reducing the fixed quarterly payment due to the lender. In relation to this amendment, the Company was required to issue warrants for 400,000 shares of common stock resulting in a discount to the term loan of $0.2 million. In April 2021, the Company repaid the remaining outstanding balance of this facility with the proceeds received from the Merger. Upon prepayment of this facility, the Company incurred $2.6 million in prepayment penalties that were recorded to loss on extinguishment of debt in the Company’s statement of operations. The facility was terminated after the repayment in April 2021.
2020 Credit Agreement
In May 2020, the Company entered into a credit agreement (“2020 Credit Agreement”) with a new lender that provided the Company with proceeds of $25.0 million to provide the Company with access to working capital towards the purchase of energy storage system equipment. The 2020 Credit Agreement has a maturity date of the earlier of (1) May 2021, (2) the maturity date of the revolving loan agreement, or (3) the maturity date of the Pre-Merger Convertible Promissory Notes discussed below in Note 13 — Convertible Notes. The loan bore interest of 12% per annum, of which 8% was paid in cash and 4% added back to principal of the loan balance every quarter. The Company used a portion of the proceeds towards payments associated with existing debt. In April 2021, the Company repaid the outstanding balance of this facility with the proceeds received from the Merger. Upon prepayment of this facility, the Company incurred $1.4 million in prepayment penalties that
were recorded to loss on extinguishment of debt in the Company’s statement of operations. The facility was terminated after the repayment in April 2021.
2021 Credit Agreement
In January 2021, the Company, through a wholly-owned Canadian entity, entered into a credit agreement to provide a total of $2.7 million towards the financing of certain energy storage systems. The credit agreement is structured on a non-recourse basis and the system will be operated by the Company. The credit agreement has a stated interest of 5.45% and a maturity date of June 2031. The Company received an advance under the credit agreement of $1.8 million in January 2021. The repayment of advances received under this credit agreement is determined by the lender based on the proceeds generated by the Company through the operation of the underlying energy storage systems.
On April 6, 2023, the Company repaid the remaining outstanding balance under the 2021 Credit Agreement with a portion of the net proceeds from the issuance of the 2030 Convertible Notes (as described in Note 13 — Convertible Notes). Upon prepayment of this facility, the Company incurred a $0.3 million loss on extinguishment of debt, which is recorded in the Company’s statement of operations. The facility was terminated after the repayment in April 2023.
CONVERTIBLE NOTES
As of December 31, 2020, the Company had various convertible notes outstanding to investors. The Company refers to the collective group of all such note instruments as the “Pre-Merger Convertible Promissory Notes.” As of December 31, 2020, these Pre-Merger Convertible Promissory Notes had a balance of $67.6 million. During the year ended December 31, 2021, the Company issued additional convertible notes, including convertible promissory notes issued and sold in January 2021 (the “Q1 2021 Convertible Notes”) and the 2028 Convertible Notes. Upon effectiveness of the Merger on April 28, 2021, all outstanding Pre-Merger Convertible Promissory Notes were converted to common stock and cancelled (see “—Conversion and Cancellation of Convertible Promissory Notes Upon Merger” below). As of December 31, 2021, the Pre-Merger Convertible Promissory Notes and the Q1 2021 Convertible Notes were no longer outstanding.

Q1 2021 Convertible Notes
In January 2021, the Company issued and sold the Q1 2021 Convertible Notes under the same terms as the then existing Pre-Merger Convertible Promissory Notes to various investors with aggregate gross proceeds of $1.1 million. The Company evaluated the conversion option within the Q1 2021 Convertible Notes and determined the effective conversion price was beneficial to the note holders.
Conversion and Cancellation of Convertible Promissory Notes Upon Merger
Immediately prior to the effectiveness of the Merger, the entire balance of the Company’s outstanding Pre-Merger Convertible Promissory Notes issued by Legacy Stem automatically converted into shares of Legacy Stem Common Stock. Upon the effectiveness of the Merger, these shares of Legacy Stem Common Stock automatically converted into 10,921,548 shares of common stock of Stem. The balance associated with the outstanding Pre-Merger Convertible Promissory Notes totaling $77.7 million, including $7.7 million of interest accrued on the notes through the date of Merger, was reclassified to additional paid-in-capital. The unamortized portion of the debt discount associated with the outstanding Q1 2021 Convertible Notes totaling $1.1 million was fully expensed to loss on extinguishment of debt in the Company’s statement of operations.
2028 Convertible Notes and Capped Call Options
2028 Convertible Notes
On November 22, 2021, the Company issued $460.0 million aggregate principal amount of its 2028 Convertible Notes in a private placement offering to qualified institutional buyers (the “2021 Initial Purchasers”) pursuant to Rule 144A under the Securities Act of 1933, as amended.
The 2028 Convertible Notes are senior, unsecured obligations of the Company and bear interest at a rate of 0.5% per year, payable in cash semi-annually in arrears in June and December of each year, beginning in June 2022. The 2028 Convertible Notes will mature on December 1, 2028, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Upon conversion, the Company may choose to pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock. The 2028 Convertible Notes are redeemable for cash at the Company’s option at any time given certain conditions (as discussed below), at an initial conversion rate of 34.1965 shares of common stock per $1,000 principal amount of 2028 Convertible Notes, which is equivalent to an initial conversion price of
approximately $29.24 (the “2028 Conversion Price”) per share of the Company’s common stock. The conversion rate is subject to customary adjustments for certain events as described in the related indenture.
The Company may redeem for cash all or any portion of the 2028 Convertible Notes, at the Company’s option, on or after December 5, 2025 if the last reported sale price of the Company’s common stock has been at least 130% of the 2028 Conversion Price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest.
The Company’s net proceeds from this offering were approximately $445.7 million, after deducting the Initial Purchasers’ discounts and debt issuance costs. To minimize the impact of potential dilution to the Company’s common stockholders upon conversion of the 2028 Convertible Notes, the Company entered into separate capped calls transactions (the “2028 Capped Calls”) as described below. In connection with the issuance of the 2030 Convertible Notes during the second quarter of 2023, the Company used approximately $99.8 million of the net proceeds to purchase and surrender for cancellation approximately $163.0 million aggregate principal amount of the Company’s 2028 Convertible Notes, which resulted in a $59.4 million gain on debt extinguishment. See 2030 Convertible Notes below for further details of the 2030 Convertible Notes.
In accordance with accounting guidance for debt with conversion and other options, the Company separately accounted for the liability and equity components of the 2028 Convertible Notes by allocating the proceeds between the liability component and the equity component, due to the Company's ability to settle the 2028 Convertible Notes in cash, its common Stock, or a combination of cash and common Stock at the option of the Company. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The equity component of the 2028 Convertible Notes was recognized as a debt discount and represents the difference between the gross proceeds from the issuance of the 2028 Convertible Notes and the fair value of the liability component of the 2028 Convertible Notes on the date of issuance. The debt discount is amortized to interest expense using the effective interest method over approximately seven years, or the expected life of the 2028 Convertible Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.
After allocating the proceeds of the liability and equity components, the Company further allocated $14.3 million initial purchasers’ debt discount and debt issuance cost of $12.4 million and $1.9 million, respectively. The initial purchaser’s discount and debt issuance costs primarily consisted of underwriters, advisory, legal, and accounting fees. These costs were allocated to the debt and equity components based on the allocation of the proceeds as follows (in thousands):
AmountEquity ComponentDebt Component
Initial Purchaser’s Debt Discount$12,420 $3,650 $8,770 
Debt Issuance Costs1,871 550 1,321 
Total$14,291 $4,200 $10,091 
The portion allocated to the debt component is amortized to interest expense using the effective interest method over the expected life of the 2028 Convertible Notes, or approximately its seven-year term. The effective interest rate on the liability component of the 2028 Convertible Notes for the period from the date of issuance through December 2028 is 5.96%, which remains unchanged from the date of issuance.
At the original issuance date, the fair value of the debt component of the Company’s 2028 Convertible Notes was $324.8 million and the estimated fair value of the equity component was $135.2 million, as measured on the date of issuance, resulting in a total fair value of $460.0 million for the 2028 Convertible Notes. The 2028 Convertible Notes were priced at par at the valuation date resulting in the fair value of the 2028 Convertible Notes equal to the principal amount of $460.0 million. The fair value of the equity component has been calculated as the residual amount between the fair value of the 2028 Convertible Notes and the fair value of the debt component.
Upon adoption of ASU 2020-06, the Company allocated all of the debt discount to long-term debt. The debt discount is amortized to interest expense using the effective interest method, computed to be 0.9%, over the life of the 2028 Convertible Notes or approximately its seven-year term. The outstanding 2028 Convertible Notes balances as of December 31, 2023 and
2022 are summarized in the following table (in thousands):
December 31, 2023December 31, 2022
Long Term Debt
Outstanding principal$297,024 $460,000 
Unamortized 2021 Initial Purchasers’ debt discount and debt issuance cost(6,501)(12,091)
Net carrying amount$290,523 $447,909 
The following table presents total interest expense recognized related to the 2028 Convertible Notes during the year ended December 31, 2023 and 2022 (in thousands):
December 31, 2023December 31, 2022
Cash interest expense
Contractual interest expense$1,693 $2,300 
Non-cash interest expense
Amortization of debt discount and debt issuance cost1,487 1,986 
Total interest expense$3,180 $4,286 
2028 Capped Call Options
On November 17, 2021, in connection with the pricing of the 2028 Convertible Notes, and on November 19, 2021, in connection with the exercise in full by the 2021 Initial Purchasers of their option to purchase additional Notes, the Company entered into 2028 Capped Calls with certain counterparties. The Company used $66.7 million of the net proceeds to pay the cost of the 2028 Capped Calls.
The 2028 Capped Calls have an initial strike price of $29.2428 per share, which corresponds to the initial conversion price of the 2028 Convertible Notes and is subject to anti-dilution adjustments. The 2028 Capped Calls have a cap price of $49.6575 per share, subject to certain adjustments.
The 2028 Capped Calls are considered separate transactions entered into by and between the Company and the 2028 Capped Calls counterparties, and are not part of the terms of the 2028 Convertible Notes. The Company recorded a reduction to additional paid-in capital of $66.7 million during the year ended December 31, 2021 related to the premium payments for the 2028 Capped Calls. These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met.
2030 Convertible Notes and 2030 Capped Call Options
2030 Convertible Notes
On April 3, 2023, the Company issued $240.0 million aggregate principal amount of its 2030 Convertible Notes in a private placement offering to qualified institutional buyers (the “2023 Initial Purchasers”) pursuant to Rule 144A under the Securities Act of 1933, as amended.
The 2030 Convertible Notes are senior, unsecured obligations of the Company and bear interest at a rate of 4.25% per year, payable in cash semi-annually in arrears in April and October of each year, beginning on October 1, 2023. The 2030 Convertible Notes will mature on April 1, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Upon conversion, the Company may choose to pay or deliver cash, shares of common stock or a combination of cash and shares of common stock. The 2030 Convertible Notes are redeemable for cash at the Company’s option at any time given certain conditions (as discussed below), at an initial conversion rate of 140.3066 shares of common stock per $1,000.00 principal amount of the 2030 Convertible Notes, which is equivalent to an initial conversion price of approximately $7.1272 (the “2030 Conversion Price”) per share of the Company’s common stock. The conversion rate is subject to customary adjustments for certain events as described in the related indenture.
The 2030 Convertible Notes will be redeemable, in whole or in part, at the Company’s option, on or after April 5, 2027 if the last reported sale price of the Company’s common stock has been at least 130% of the 2030 Conversion Price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest.
The Company’s net proceeds from this offering were approximately $232.4 million, net of $7.6 million in debt issuance costs primarily consisting of underwriters, advisory, legal, and accounting fees. The Company used approximately $99.8 million of the net proceeds to purchase and surrender for cancellation approximately $163.0 million aggregate principal amount of the Company’s 2028 Convertible Notes. See 2028 Convertible Notes above for further details on the impacts of the debt extinguishment.
The outstanding 2030 Convertible Notes balances as of December 31, 2023 are summarized in the following table (in thousands):
December 31, 2023
Long Term Debt
Outstanding principal$240,000 
Unamortized 2023 Initial Purchasers’ debt discount and debt issuance cost(6,890)
Net carrying amount$233,110 
The debt discount and debt issuance costs are amortized to interest expense using the effective interest method, computed to be 4.70%, over the life of the 2030 Convertible Notes or its approximately seven-year term.
The following table presents total interest expense recognized related to the 2030 Convertible Notes during the three months ended December 31, 2023 (in thousands):
December 31, 2023
Cash interest expense
Contractual interest expense$7,593 
Non-cash interest expense
Amortization of debt discount and debt issuance cost711 
Total interest expense$8,304 
2030 Capped Call Options
On March 29, 2023 and March 31, 2023, in connection with the pricing of the 2030 Convertible Notes, and on April 3, 2023, in connection with the exercise in full by the 2023 Initial Purchasers of their option to purchase additional 2030 Convertible Notes, the Company entered into Capped Calls (the “2030 Capped Calls”) with certain counterparties. The Company used $27.8 million of the net proceeds from the 2030 Convertible Notes to pay the cost of the 2030 Capped Calls.
The 2030 Capped Calls have an initial strike price of $7.1272 per share, which corresponds to the initial conversion price of the 2030 Convertible Notes and is subject to anti-dilution adjustments. The 2030 Capped Calls have a cap price of $11.1800 per share, subject to certain adjustments.
The 2030 Capped Calls are considered separate transactions entered into by and between the Company and the 2030 Capped Calls counterparties, and are not part of the terms of the 2030 Convertible Notes. The Company recorded a reduction to additional paid-in capital of $27.8 million during the second quarter of 2023 related to the premium payments for the 2030 Capped Calls. These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met.
v3.24.0.1
WARRANTS
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
WARRANTS WARRANTS
Legacy Stem Warrants
Prior to the Merger, the Company had issued warrants to purchase shares of Legacy Stem’s preferred stock in conjunction with various debt financings. The Company has also issued warrants to purchase shares of Legacy Stem’s common stock. Upon effectiveness of the Merger, the Company had 50,207,439 warrants outstanding, of which substantially all were converted into 2,759,970 shares of common stock of Stem. Upon conversion of the warrants, the existing warrant liabilities were remeasured to fair value resulting in a gain on remeasurement of $100.9 million and a total warrant liability of $60.6 million, which was then reclassified to additional paid-in-capital. As of December 31, 2023, there were 2,533 Legacy Stem Warrants outstanding. These instruments are exercisable into the Company’s common stock and are equity classified.
Public Warrants and Private Placement Warrants
As part of STPK’s initial public offering, under the Warrant Agreement dated as of August 20, 2020 and, prior to the effectiveness of the Merger, STPK issued 12,786,168 warrants each of which entitled the holder to purchase one share of common stock at an exercise price of $11.50 per share of common stock (the “Public Warrants”). Simultaneously with the closing of the initial public offering, STPK completed the private sale of 7,181,134 million warrants to Star Peak Sponsor LLC, a Delaware limited liability company (the “Private Warrants”). Upon issuance, these warrants met the criteria for liability classification. Upon the effectiveness of the Merger, Stem assumed the outstanding Public Warrants and Private Warrants, which continued to meet the criteria for liability classification, resulting in assumed warrant liabilities of $185.9 million and $116.7 million, respectively, or a total warrant liability of $302.6 million. Such warrants were initially recorded at fair value and remeasured to fair value at each reporting period. The fair value of the Private Warrants was determined using the Black-Scholes method. Black-Scholes inputs used to value the warrants are based on information from purchase agreements and within valuation reports prepared by an independent third party for the Company. Inputs include exercise price, selection of guideline public companies, volatility, fair value of common stock, expected dividend rate and risk-free interest rate.
On June 25, 2021, the Company entered into an exchange agreement (the “Exchange Agreement”) with the holders of the 7,181,134 outstanding Private Warrants, pursuant to which such holders received 4,683,349 shares of the Company’s common stock on June 30, 2021, in exchange for the cancellation of all outstanding Private Warrants. The Exchange Shares were issued in reliance upon the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended. Immediately prior to the exchange, the Private Warrants were marked to fair value, resulting in a loss of $52.0 million. As a result of the Exchange Agreement, there are no Private Warrants outstanding.
On August 20, 2021, the Company issued an irrevocable notice for redemption of all 12,786,129 of the Company’s outstanding public warrants at 5:00 p.m. Eastern time on September 20, 2021 (“Redemption Date”). Pursuant to the notice of redemption, holders exercised 12,638,723 Public Warrants for a purchase price of 11.50 per share, for proceeds to the Company of approximately $145.3 million. The Company redeemed all remaining outstanding Public Warrants that had not been exercised as of 5:00 p.m. Eastern time on the Redemption Date. As a result of the settlement of the Public Warrants, the Company recorded a gain of $134.9 million on the revaluation of the warrant liability. The Company also recorded a gain of $2.1 million on the redemption of unexercised Public Warrants. These gains are recorded in “change in fair value of warrants and embedded derivative” in the consolidated statements of operation in the year ended December 31, 2021. The Public Warrants have been delisted from the NYSE, and there are no public warrants outstanding.
Warrants Issued for Services
On April 7, 2021, the Company entered into a strategic relationship with an existing shareholder not deemed to be a related party to jointly explore on a non-exclusive basis possible business opportunities to advance projects in the United States, the United Kingdom, Europe and Asia. As consideration for the strategic relationship, upon closing of the Merger, the Company issued warrants to purchase 350,000 shares of the Company’s common stock at an exercise price of $0.01 per share. These warrants were deemed to have been fully earned as of the grant date. The warrants were valued at fair market value as of the grant date totaling $9.2 million and recorded to general and administrative expense in the Company’s statement of operations. In May 2021, all of these warrants were exercised for shares of the Company’s common stock.
v3.24.0.1
COMMON STOCK
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
COMMON STOCK COMMON STOCK
The Company had reserved shares of common stock for issuance as follows:
December 31,
2023
Shares reserved for warrants2,533
RSUs outstanding11,159,272
Options outstanding9,011,616
Shares available for future issuance under the 2021 Equity Incentive Plan8,071,846
Conversion of 2030 Convertible Notes42,933,810
Conversion of 2028 Convertible Notes20,842,773
Total 92,021,850
As of December 31, 2023, the Company had 8,071,846 shares of common stock reserved for future issuance under equity incentive plans corresponding to the 2021 Equity Incentive Plan. As of December 31, 2023, 3,622,474 stock options and 15,299,531 RSUs had been granted to employees under the 2021 Equity Incentive Plan.
v3.24.0.1
STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Under both the Stem, Inc. 2009 Equity Incentive Plan (the “2009 Plan”) and the Stem, Inc. 2021 Equity Incentive Plan (the “2021 Plan,” and together with the 2009 Plan, the “Plans”), the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), and other awards that are settled in shares of the Company’s common stock. The Company does not intend to grant new awards under the 2009 Plan. All shares that remain available for future grants are under the 2021 Plan.

Stock Options
Under the Plans, the exercise price of an option cannot be less than 100% of the fair value of one share of common stock for incentive or non-qualified stock options, and not less than 110% of the fair value for stockholders owning greater than 10% of all classes of stock, as determined by the Company’s Board of Directors (the “Board”). Options under the Plans generally expire after 10 years. Under the Plans, the Compensation Committee of the Board determines when the options granted will become exercisable. Options granted under the Plans generally vest 1/4 one year from the grant date and then 1/48 each month over the following three years and are exercisable for 10 years from the date of the grant. The Plans allow for exercise of unvested options with repurchase rights over the restricted common stock issued at the original exercise price. The repurchase rights lapse at the same rate as the options vest.
The following table summarizes the stock option activity for the year ended December 31, 2023:
Number of
Options
Outstanding		Weighted-
Average
Exercise Price
Per Share		Weighted-
Average
Remaining
Contractual
Life (years)		Aggregate
Intrinsic
Value
(in thousands)
Balances as of December 31, 20228,243,637 $6.88 6.635,566 
Options granted1,291,349 10.25 
Options exercised(125,534)2.20 
Options forfeited(397,836)16.75 
Options expired——
Balances as of December 31, 20239,011,616 $6.99 6.0$8,686 
Options vested and exercisable — December 31, 20236,345,340 $4.86 5.0$8,669 
The weighted-average grant date fair value of stock options granted to employees was $6.44, $5.82 and $18.84 during the years ended December 31, 2023, 2022, and 2021, respectively. The intrinsic value of options exercised was $0.5 million, $12.7 million and $56.1 million during the years ended December 31, 2023, 2022, and 2021, respectively.

Significant Assumptions in Estimating Option Fair Value
The Company uses the Black-Scholes model for estimating the fair value of options granted. The weighted-average assumptions used in the Black-Scholes are as follows:
December 31,
202320222021
Expected volatility69.05 %68.28 %74.00 %
Risk-free interest rate3.97 %1.73 %1.06 %
Expected term (years)6.016.256.23
Dividend yield———
Restricted Stock Units
RSUs represent a right to receive one share of the Company’s common stock that is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs generally, either cliff vest on the third anniversary of the award grant date, vest 1/4 per year over a four-year period, or vest 1/3 per year over a three-year period, subject to continued employment through each anniversary. The fair value of restricted stock units is determined on the grant date and is amortized over the vesting period on a straight-line basis.
The following table summarizes the RSU activity for the period ended December 31, 2023:

Number of
RSUs
Outstanding (1)
Weighted-
Average
Grant Date Fair Value
Per Share
Balances as of December 31, 20226,719,490$15.34 
RSUs granted7,744,5525.54 
RSUs vested(1,267,389)10.80 
RSUs forfeited(2,037,381)8.38 
Balances as of December 31, 202311,159,272$10.31 
(1) Includes certain restricted stock units with service and market-based vesting criteria.
Stock-Based Compensation Expense
The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s consolidated statements of operations and comprehensive loss (in thousands):
Year Ended December 31,
202320222021
Sales and marketing$6,293 $4,251 $1,723 
Research and development13,463 4,634 2,367 
General and administrative25,353 19,776 9,456 
Total stock-based compensation expense$45,109 $28,661 $13,546 
As of December 31, 2023, the Company had approximately $14.9 million of remaining unrecognized stock-based compensation expense for stock options, which is expected to be recognized over a weighted average period of 1.4 years. As of December 31, 2023, the Company had approximately $69.8 million of remaining unrecognized stock-based compensation expense for RSUs, which is expected to be recognized over a weighted average period of 1.9 years. Research and development expenses of $4.3 million and $3.0 million corresponding to internal-use software, were capitalized during the years ended December 31, 2023 and 2022, respectively.
Awards under the Company’s stock bonus program issued through the 2021 Plan are accounted for as liability-classified awards, because the obligations are based predominantly on a fixed monetary amount determined at a future date to be settled with a variable number of shares of the Company’s common stock. The Company recognized stock-based compensation expense related to such bonuses in the amount of $8.5 million during the year ended December 31, 2023.
v3.24.0.1
SPECIAL PURPOSE ENTITIES
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SPECIAL PURPOSE ENTITIES SPECIAL PURPOSE ENTITES
The Company has formed various SPEs to finance the development and construction of its energy storage systems. These SPEs, which are structured as limited liability companies, obtain financing from outside investors and purchase projects from the Company under master purchase agreements by making an upfront payment to the Company for such energy storage systems. As discussed in Note 2 — Summary of Significant Accounting Policies, the Company accounts for the large upfront payment received from the SPE as a financing obligation. The legal purchase of the energy storage system does not affect the Company’s legal or constructive obligation to the host customer.
Unconsolidated VIEs
SPV II, SPV III, and SPV IV
On January 23, 2015, June 7, 2016, and June 30, 2017 the Company entered into agreements to form three Limited Liability Companies: Stem Finance SPV II, LLC (“SPV II”), Stem Finance SPV III, LLC (“SPV III”), and Generate-Stem LCR, LLC (“SPV IV”), respectively. These agreements are accounted for as unconsolidated VIEs because the Company lacks the power to direct the activities that most significantly impact the economics of these entities. Although the Company is not the primary beneficiary of these entities, due to its significant continuing involvement in the generation of cash flows of the energy storage systems and legal responsibilities under the host customer contract, the Company is required to include the assets, liabilities, revenues, and expenses of these entities in its consolidated financial statements. The significant activities involve deciding which energy storage systems to be purchased by the SPE and setting of the annual operating budgets which govern the ongoing operation and maintenance of the energy storage systems. Both of these activities significantly impact the revenue, expenses, and resulting residual returns or losses that will accrue to the investors of the SPE and require approval by both Stem and the other third-party investor. Stem, the non-managing member of the SPE, shares power through its rights to (i) agree on SPE purchases of energy storage systems in the master purchase agreement, and (ii) approve the annual operating budgets in the operating and maintenance agreement. The other investor shares power through its rights as the managing member in the SPE. As a result, power is shared with the other investors in the SPE who are not considered related parties (including de facto agency relationships) of the Company. Investments in such SPEs are accounted for under the equity method of accounting and are recorded within other noncurrent assets on the consolidated balance sheets. The Company’s maximum loss exposure from these entities is limited to the aggregate carrying amount of its equity method investments. As of December 31, 2023, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its SPEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls). The Company’s cumulative share of the earnings/(losses) in SPV II, SPV III and SPV IV was $0.1 million for the year ended December 31, 2023, immaterial for the year ended December 31, 2022, and $0.1 million for the year ended December 31, 2021.
Copec
During March 2020, the Company entered into a joint venture agreement with Compania de Petroleos de Chile Copec S.A. (“Copec”), a leading wholesaler and distributor of petroleum products, that supplies fuel, lubricants, and other retail services such as carwash and foods through its series of service stations (the “JV Agreement”). The Company operates more than 650 service stations in Chile and more than 2,500 through different subsidiaries companies around South America, Central America, and the United States.
The purpose of the JV Agreement is to form an entity with equity contributions from both Stem and Copec to explore and develop business opportunities within the commercial and industrial space, including utilities and grid operators, in Latin America with the focus of providing intelligent energy storage solutions that leverage advanced software analytics and controls (principally through the Athena Platform developed by Stem) (the “JV Entity”). Stem’s technology and expertise will be combined with the strength of Copec’s scale, distribution network, energy knowledge and other expertise areas to develop business in certain territories as defined in the JV Agreement.
The JV Entity is a VIE and the Company holds a variable interest in the JV Entity. However, the Company does not have the power to direct activities that most significantly impact the economics of the JV Entity and, as such, is not the primary beneficiary. Accordingly, the Company does not consolidate the JV Entity. The Company has concluded that it has the ability to exercise significant influence over the JV Entity, and accounts for the investment using the equity method.
The following table summarizes additional information about the Company’s equity method investments, SPV II, SPV III, SPV IV and Copec:
SPV IISPV IIISPV IVCOPEC
Date formedJanuary 23, 2015June 7, 2016June 30, 2017
March 24, 2020
Initial ownership %49 %50 %50 %49 %
Stem’s interest
100% of Class A shares
100% of Class B shares
100% of Class B shares
100% of Class A shares
Initial distributions:
Class A
10% (Stem)
80% (Stem — 50%)
97.5 %To be determined
Class B90 %
20% (Stem — 100%)
2.5% (Stem)
N/A
As of December 31, 2023 and 2022, the Company’s investment in its unconsolidated SPEs, recorded within other noncurrent assets on the consolidated balance sheets, was as follows (in thousands):
December 31,
20232022
Investment in SPV II$— $— 
Investment in SPV III390 439 
Investment in SPV IV372 308 
Copec1,312 1,174 
Other equity method investments$20 $50 
Total equity method investments$2,094 $1,971 
As discussed in Note 2 — Summary of Significant Accounting Policies, the Company accounts for the legal sales of the energy storage systems to the SPEs as a financing obligation. This is because the Company has significant continuing involvement in the generation of cash flows of the energy storage systems and continue to be legally responsible under the host customer contract. Accordingly, in addition to the equity method investment, the Company has the following financing obligations associated with energy storage systems legally sold to the unconsolidated SPEs (in thousands):
December 31,
20232022
Financing obligation, current portion$14,835 $15,720 
Financing obligation, noncurrent$52,010 $63,867 
Interest expense related to the financing obligations was $5.6 million, $6.3 million, and $8.5 million for the years ended December 31, 2023, 2022, and 2021, respectively.
As a result of being the accounting owner of energy storage systems sold to the SPEs and retaining the obligation to provide energy optimization services to host customers, the Company records the carrying value of energy storage system assets and obligations under the customer host contracts on its consolidated balance sheet. These balances were as follows as of December 31, 2023 and 2022 (in thousands):
December 31,
20232022
Energy storage systems, net$67,719 $76,617 
Deferred revenue, current$4,712 $4,943 
Deferred revenue, noncurrent$8,641 $10,682 
Other liabilities$3,480 $3,763 
Because the Company is the legal party responsible for providing services to the host customer and significantly involved in generating the revenue under the host customer arrangements, the Company records the revenue associated with services, and separately records payments to the VIE as debt and interest payments. Revenues recognized by the Company associated with energy storage systems legally sold to the unconsolidated SPEs were $18.0 million, $17.8 million, and $16.9 million for the years ended December 31, 2023, 2022, and 2021, respectively. Such revenues are inclusive of incentive fees, consistent with the Company’s revenue policy. Depreciation expense recognized within cost of service revenue by the Company for the energy storage systems legally sold to the unconsolidated SPEs was $12.0 million, $6.8 million and $12.8 million for the years ended December 31, 2023, 2022, and 2021, respectively.
v3.24.0.1
NET LOSS PER SHARE
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
NET LOSS PER SHARE NET LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):
Year Ended
December 31,
202320222021
Numerator - Basic and Diluted:
Net loss attributable to common stockholders, basic and diluted$(140,413)$(124,054)$(101,211)
Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted155,583,957 153,413,743 105,561,139 
Net loss per share attributable to common stockholders, basic and diluted$(0.90)$(0.81)$(0.96)
The following table shows total outstanding potentially dilutive shares excluded from the computation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive:
December 31,
202320222021
Outstanding 2028 Convertible Notes10,157,181 15,730,390 15,730,390 
Outstanding 2030 Convertible Notes33,673,584 — — 
Outstanding stock options9,011,616 8,243,637 8,766,466 
Outstanding warrants2,533 2,533 23,673 
Outstanding RSUs11,159,272 6,719,490 1,799,677 
Total
64,004,186 30,696,050 26,320,206 
v3.24.0.1
INCOME TAXES
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The components of loss before provision for income taxes for the years ended December 31, 2023, 2022, and 2021 are as follows (in thousands):
December 31,
202320222021
Domestic$(138,934)$(137,164)$(101,211)
Foreign(1,046)(2,051)— 
Loss before income taxes$(139,980)$(139,215)$(101,211)
Due to the Company’s net losses, the Company did not record a provision for federal income taxes during the years ended December 31, 2023, 2022 and 2021, respectively. The Company continues to maintain a full valuation allowance for its net U.S. federal and state deferred tax assets.
The components of the provision for income tax expense for the years ended December 31, 2023, 2022, and 2021 are as follows (in thousands):
December 31,
202320222021
Current:
Federal$— $(24)$— 
State490 184 — 
Foreign381 188 — 
Total current871 348 — 
Deferred:
Federal(294)(12,448)— 
State(41)(3,021)— 
Foreign(103)(40)— 
Total deferred(438)(15,509)— 
Total provision for income taxes$433 $(15,161)$— 
The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:
December 31,
202320222021
Statutory rate21.00 %21.00 %21.00 %
State tax(0.32)%2.04 %3.15 %
Foreign income and withholding taxes(0.36)%(0.42)%1.61 %
Stock-based compensation(1.48)%(0.51)%6.17 %
Change in fair value of warrants— %— %0.71 %
Other(3.16)%(2.26)%(1.19)%
Non-deductible interest expense(0.85)%(0.96)%(2.53)%
Valuation allowance(15.14)%(8.00)%(28.92)%
Total(0.31)%10.89 %— %
Deferred income taxes arise from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, as well as net operating losses (“NOLs”) and tax credit carryforwards.
Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands):
December 31,
20232022
Deferred tax assets:
Net operating losses$134,340 $122,005 
Tax credits367 720 
Depreciable assets37 291 
Operating lease liabilities2,808 3,234 
Accruals and allowances3,708 3,004 
Stock-based compensation8,088 3,549 
Deferred revenue33,894 34,575 
Interest expense2,831 1,245 
Other4,498 1,967 
Total gross deferred tax assets190,571 170,590 
Less: Valuation allowance(168,304)(140,636)
Net deferred tax assets22,267 29,954 
Deferred tax liabilities:
Amortization of asset retirement obligation(675)(634)
Intangibles(18,926)(26,319)
Right-of-use assets(2,523)(2,961)
Total gross deferred tax liabilities(22,124)(29,914)
Net deferred taxes$143 $40 
As of December 31, 2023 and 2022, the Company had federal NOL carryforwards of approximately $459.8 million and $409.8 million, respectively, and state NOL carryforwards of approximately $377.6 million and $353.2 million, respectively. Of the $459.8 million federal net operating loss, $97.0 million will begin to expire in 2029, while the remaining amount does not expire. The state NOL carryforwards will begin to expire in 2029. As of December 31, 2023 and 2022, the Company had foreign NOL carryforwards of approximately $28.1 million and $23.5 million, respectively. The foreign net operating loss carryforwards expire in 2039.
As of December 31, 2023, the Company did not have federal research and development tax credit carryforwards. As of December 31, 2022, the Company had federal research and development tax credit carryforwards of $0.7 million, which begin to expire in 2029 if not utilized. As of December 31, 2023 and 2022, the Company had California research and development tax credit carryforwards of $0.7 million and $0.7 million, respectively, which do not expire.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As a result of a history of taxable losses and uncertainties as to future profitability, the Company recorded a full valuation allowance against its deferred tax assets with exception of a foreign subsidiary which has been profitable historically. The valuation allowance was $168.3 million and $140.6 million as of December 31, 2023 and 2022, respectively.
Utilization of the net operating loss carryforwards and tax credit forwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code Section 382, as well as similar state provisions. In general, an “ownership change,” as defined by the code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Any limitation may result in expiration of all or a portion of the NOL or tax credit carryforwards before utilization. The Company performed a detailed analysis in FY2023 to determine whether an ownership change under Section 382 of the Code has previously occurred. As a result, the Company’s NOLs available after the Section 382 limitation is approximately $459.8 million.
The Company had gross unrecognized tax benefits of $0.3 million and $0.7 million as of December 31, 2023 and 2022, respectively. There were no material additions, reductions or settlements of unrecognized tax benefits for years ended December 31, 2023 and 2022. The Company expects resolution of unrecognized tax benefits, if created, would occur while the full valuation allowance of deferred tax assets is maintained. The Company does not expect to have any unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of December 31, 2023, the Company does not have a liability for potential penalties or interest. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.
In the normal course of business, the Company is subject to examination by taxing authorities throughout the United States of America, Canada, Germany, Japan and India. The Company is not currently under audit by the Internal Revenue Service or other foreign revenue agencies, or similar state or local authorities. The tax return years 2019 through 2023 remain open to examination by the major domestic taxing jurisdictions to which the Company is subject. Net operating losses generated on a tax return basis by the Company for calendar years 2011 through 2023 remain open to examination by the major domestic taxing jurisdictions.
v3.24.0.1
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Non-cancelable Purchase Obligations
In the normal course of business, we enter into non-cancelable purchase commitments with various parties to purchase primarily software-based services. As of December 31, 2023, we had outstanding non-cancelable purchase obligations with a term of less than 12 months of $3.7 million and non-cancelable purchase obligations with a term 12 months or longer of $3.0 million.

Contingencies
The Company is party to various legal proceedings from time to time arising in the ordinary course of its business. A liability is accrued when a loss is both probable and can be reasonably estimated. Management believes that the probability of a material loss with respect to any currently pending legal proceeding is remote. However, litigation is inherently uncertain and it is not possible to definitively predict the ultimate disposition of any of these proceedings. The Company does not believe that there are any pending legal proceedings or other loss contingencies that will, either individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial statements.
Non-Income Related Taxes
During 2023, the Company determined that it was not appropriately charging certain customers sales tax and remitting to the applicable amounts to the relevant taxing authority related to certain revenue arrangements from 2018 through 2022. As a result, the Company recorded an out of period adjustment of $5.0 million in 2023 to accrue for the probable liability with a corresponding amount included in general and administrative expense in the consolidated statement of operations. Management considered qualitative and quantitative factors and concluded the out of period adjustment is immaterial to 2023 and each of the applicable periods.
v3.24.0.1
EMPLOYER RETIREMENT PLAN
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
EMPLOYER RETIREMENT PLAN EMPLOYER RETIREMENT PLAN
The Company sponsors a 401(k) profit sharing plan covering all eligible employees. Participants may elect to defer a percentage of their compensation ranging from 1% to 100%, up to the maximum allowable by law by making contributions to the plan. The Company may match, at its discretion, the employee contributions according to the terms of the plan. During the years ended December 31, 2023 and December 31, 2022, the company made matching contributions of $2.2 million and $0.6 million to the plan, respectively. During the years ended December 31, 2021, the Company did not match any of its employees’ contributions.
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended 12 Months Ended
Dec. 31, 2023
shares
Dec. 31, 2023
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Matthew Tappin [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted or terminated by our Section 16 officers and directors during the fourth quarter of 2023 and intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (“Rule 10b5-1 Trading Plans”). No Section 16 officer or director adopted or terminated any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K promulgated under the Exchange Act) during the fourth quarter of 2023.
Name and TitleDate of Adoption or Termination of Rule 10b5-1 Trading PlanDuration of Rule 10b5-1 Trading PlanAggregate Number of Securities to be Purchased or Sold
Matthew Tappin (President, Asset Management)
Adopted 11/13/2023
11/13/2023 through 11/15/2024
Sell up to 27,403 shares of common stock, subject to certain conditions
Name Matthew Tappin  
Title President, Asset Management  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 11/13/2023  
Arrangement Duration 368 days  
Aggregate Available 27,403 27,403
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The Company's consolidated financial statements have been prepared in accordance with GAAP.
Principles of Consolidation
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”). The Company presents non-controlling interests within the equity section of its consolidated balance sheets, and the amount of consolidated net loss that is attributable to the Company and the non-controlling interest in its consolidated statements of operations. All intercompany balances and transactions have been eliminated in consolidation.
Variable Interest Entities
Variable Interest Entities
The Company forms special purpose entities (“SPEs”), some of which are VIEs, with its investors in the ordinary course of business to facilitate the funding and monetization of its energy storage systems. A legal entity is considered a VIE if it has either a total equity investment that is insufficient to finance its operations without additional subordinated financial support or whose equity holders lack the characteristics of a controlling financial interest. The Company’s variable interests arise from contractual, ownership, or other monetary interests in the entity. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as VIEs, through arrangements that do not involve controlling voting interests.
The Company consolidates a VIE if it is deemed to be the primary beneficiary. The Company determines it is the primary beneficiary if it has the power to direct the activities that most significantly impact the VIEs’ economic performance and has the obligation to absorb losses or has the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether it is the primary beneficiary.
Beginning in January 2022, the Company formed DevCo JVs with the purpose of originating potential battery storage facility projects in specific locations and conducting early-stage planning and development activities. The Company determined that the DevCo JVs are VIEs as they lack sufficient equity to finance their activities without additional financial support. The Company determined that it has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses or receive benefits from the VIE that could potentially be significant. Accordingly, the Company has determined that it is the primary beneficiary of the DevCo JVs, and as a result, the DevCo JVs’ operating results, assets and liabilities are consolidated by the Company, with third party minority owners’ share presented as noncontrolling interest. The Company applied the hypothetical liquidation at book value method in allocating recorded net income (loss) to each owner based on the change in the reporting period, of the amount of net assets of the entity to which each owner would be entitled to under the governing contracts in a liquidation scenario.
Equity Method Investments
Equity Method Investments
The Company has ownership interests in SPEs which it does not control. Where the Company holds an interest in these SPEs of greater than 20% and has the ability to exercise significant influence, the Company uses the equity method to account for its investments in these SPEs. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. Such proportionate share of earnings or losses is included within other expenses, net in the consolidated statements of operations. The Company considers whether its equity method investments are impaired when events or circumstances suggest that the carrying amount may not be recoverable. An impairment charge is recognized in the consolidated statements of operations for a decline in value that is determined to be other-than-temporary. In determining if and when a decline in the fair value of these investments below their carrying value is other-than-temporary, the Company evaluates the market condition, trends of earnings and cash flows and other key measures of performance and recognizes such loss which is deemed to be other-than-temporary.
Use of Estimates
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations.
Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, depreciable life of energy storage systems; estimates of transaction price with variable consideration; the amortization of acquired intangibles; the amortization of financing obligations; deferred commissions and contract fulfillment costs; the valuation of energy storage systems, finite-lived intangible assets, internally developed software, and asset retirement obligations; the fair value of equity instruments, equity-based instruments, derivative liability, accruals related to sales tax liabilities, and the fair value of assets acquired and liabilities assumed in a business combination.
Segment Information
Segment Information
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, management has determined that the Company operates as one operating segment that is focused exclusively on innovative technology services that transform the way energy is distributed and consumed. The operations acquired as part of the acquisition of AlsoEnergy have been included in the Company’s operating segment.
Cash and Cash Equivalents
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained at financial institutions. The Company maintains all cash in a highly liquid form to meet current obligations.
Restricted Cash
Restricted Cash
Restricted cash is included within Other noncurrent assets in the accompanying consolidated balance sheets and is primarily related to cash restricted for customs and duties.
Short-Term Investments
Short-Term Investments
Investments with a maturity date greater than three months that the Company intends to convert to cash or cash equivalents within a year or less are classified as short-term investments in the Company’s consolidated balance sheets. Additionally, in accordance with ASC 320, Investments - Debt Securities, the Company has classified all short-term investments as available-for-sale securities and changes in fair market value are reported in other comprehensive loss.
The Company utilizes its short-term investments as an alternative form of cash and, if the cash needs arise, could liquidate the investments at any point in time regardless of the contractual maturity of the investments. All of the Company’s investments are tradable on an active market and could be sold at fair value at any point in time.
Accounts Receivable, Net
Accounts Receivable, Net
Accounts Receivable are stated at amounts estimated by management to be equal to their net realizable values. Accounts receivable also includes unbilled accounts receivable, which is composed of milestone development activities of noncancellable purchase orders and monthly energy optimization services provided and recognized but not yet invoiced as of the end of the reporting period. The allowance for doubtful accounts is the Company's best estimate of the amount of expected credit losses. The expectation of collectability is based on the Company's review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and an allowance is recorded accordingly.
Concentrations of Credit Risk and Other Uncertainties
Concentrations of Credit Risk and Other Uncertainties
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash balances are primarily invested in money market funds or on deposit at high credit quality financial institutions in the U.S. The Company’s cash and cash equivalents are held at financial institutions where account balances may at times exceed federally insured limits. Management believes the Company is not exposed to significant credit risk due to the financial strength of the depository institution in which the cash is held. The Company has no financial instruments with off-balance sheet risk of loss.
At times, the Company may be subject to a concentration of credit risk in relation to certain customers due to the purchase of large energy storage systems made by such customers. The Company routinely assesses the creditworthiness of its customers. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers during the years ended December 31, 2023, 2022 and 2021. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable.
Significant Customers
Significant Customers
A significant customer represents 10% or more of the Company’s total revenue or accounts receivable, net balance at each reporting date.
Prepaid warranty
Prepaid warranty
Prepaid warranties are cash advances to suppliers for warranties on batteries. Such prepayments are amortized over five to fifteen years, based on the warranty period, starting when the battery becomes operational.
Inventory
Inventory
Inventory consists of batteries, hardware and equipment either in-process at the Company’s OEM suppliers or as a finished product at the Company’s warehouse, which are sold and delivered directly to customers under the Company’s partnership arrangements as individual assets or assembled systems. Battery inventory is stated at lower of cost or net realizable value with cost being determined by the specific identification method. Solar hardware and equipment cost is determined by the first-in, first-out (FIFO) method. The Company periodically reviews its inventory for potentially slow-moving or obsolete items and writes down specific items in inventory to net realizable value based on its assessment of market conditions.
Deferred Costs with Suppliers
Deferred Costs with Suppliers
Deferred costs with suppliers are payments to suppliers for materials that have not been delivered to the Company and are recognized upon receipt of an invoice from the supplier.
Energy Storage Systems, Net
Energy Storage Systems, Net
The Company sells energy optimization services to host customers through the use of energy storage systems installed at customer locations. The Company determined that it does not transfer control of these energy storage systems to the customer, which are operated and controlled via the Company’s proprietary software platform; therefore, these energy storage systems do not qualify as a leased asset. The energy storage systems are stated at cost, less accumulated depreciation and impairment (as applicable).
Energy storage systems, net is comprised of equipment costs, which include components such as batteries, inverters, and other electrical equipment, and associated design, installation, and interconnection costs required to begin providing the energy optimization services to customers.
Depreciation of the energy storage systems is a component of cost of revenues within the consolidated statements of operations and is calculated using the straight-line method over the estimated useful lives of the energy storage systems, or 10 years, once the respective energy storage systems have been installed and interconnected to the power grid, the Company has received permission to operate, and the Company has begun to provide energy optimization services to the customer (i.e., energy storage system is live). Repairs and maintenance costs are expensed as incurred. Impairment charges related to energy
storage system that were determined to no longer be recoverable totaled $4.7 million, $2.6 million and $4.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Project Assets
Project Assets
Project assets primarily consist of costs related to battery backup projects in various stages of development that are capitalized prior to the completion of the sale of the projects, including projects that may have begun commercial operation and are actively marketed and intended to be sold. These project related costs include costs for development and construction of a system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. The Company would typically classify project assets as noncurrent due to the nature of projects (as long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once the Company enters into a definitive sales agreement, the Company will classify project assets as current until the sale is completed and the revenue on the sale has been recognized. The Company presents all sales and expenditures related to the development and construction of project assets, whether fully or partially owned, as a component of cash flows from operating activities.
The Company reviews project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. It considers a project commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. It considers a partially developed or partially constructed project commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. The Company examines a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “general and administrative” expense in the consolidated statements of operations.
Contract Origination Costs, Net, Revenue Recognition, Host Customer and Partnership Arrangements
Contract Origination Costs, Net
Contract origination costs, net is stated at gross contract origination costs less accumulated amortization. Contract origination costs consists of sales commissions earned by the Company’s sales team, as well as related payroll taxes and other relevant fringe benefits that are direct, incremental, and recoverable costs of obtaining a contract with a customer. As a result, these amounts have been capitalized on the consolidated balance sheets. The Company deferred incremental costs of obtaining a contract of $5.9 million and $9.6 million during the years ended December 31, 2023 and 2022, respectively.
Contract origination costs are amortized over the expected period of benefit. The period of benefit is estimated by considering factors such as the timing of fulfillment of performance obligations, historical customer attrition rates, the useful life of the Company’s technology, and the impact of competition in its industry. Amortization of contract costs were $6.3 million, $6.3 million and $3.9 million for the years ended December 31, 2023, 2022, and 2021, respectively, and are included in sales and marketing expense in the accompanying consolidated statements of operations.
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The Company generates all of its revenues from contracts with its customers. The Company recognizes revenue through arrangements with customers, host customer arrangements, partnership arrangements, and sale of project assets as described below.
Host Customer Arrangements
Host customer contracts are generally entered into with commercial entities that have traditionally relied on power supplied directly from the grid. Host customer arrangements consist of a promise to provide energy optimization services through the Company’s proprietary software platform coupled with a dedicated energy storage system owned and controlled by the Company throughout the term of the contract. The host customer does not obtain legal title to, or ownership of the dedicated energy storage system at any point in time. The host customer is the end consumer of the energy that directly benefits from the energy optimization services provided by the Company. The term for the Company’s contracts with host customers generally ranges from 5 to 10 years, which may include certain renewal options to extend the initial contract term or certain termination options to reduce the initial contract term.
Although the Company installs an energy storage system at the host customer site in order to provide the energy optimization services, the Company directs how and for what purpose the asset is used through the operation of its software platform and, as such, retains control of the energy storage system; therefore, the contract does not contain a lease. The Company determines the various energy optimization services provided throughout the term of the contract, which may include services such as remote monitoring, performance reporting, preventative maintenance and other ancillary services necessary for the safe and reliable operation of the energy storage system, are part of a combined output of energy optimization services and the Company provides a single distinct combined performance obligation representing a series of distinct days of services.
The Company determines the transaction price at the outset of the arrangement, primarily based on the contractual payment terms dictated by the contract with the customer. Fees charged to customers for energy optimization services generally consist of recurring fixed monthly payments throughout the term of the contract. In certain arrangements, the transaction price may include incentive payments that are earned by the host customer from utility companies in relation to the services provided by the Company. Under such arrangements, the rights to the incentive payments are assigned by the host customer to the Company. These incentives may be in the form of fixed upfront payments, variable monthly payments, or annual performance-
based payments over the first 5 years of the customer contract term. Incentive payments may be contingent on approval from utility companies or actual future performance of the energy storage system.
Substantially all of the Company’s arrangements provide customers the unilateral ability to terminate for convenience prior to the conclusion of the stated contractual term or the contractual term is shorter than the estimated benefit period, which the Company has determined to be 10 years based on the estimated useful life of the underlying energy storage systems and the period over which the customer can benefit from the energy optimization services utilizing such energy storage systems. In these instances, the Company determined that upfront incentive payments received from its customers represent a material right that is, in effect, an advance payment for future energy optimization services to be recognized throughout the estimated benefit period. In contracts where the customer does not have the unilateral ability to terminate for convenience without a penalty during the estimated benefit period, the Company determined the upfront incentive payments do not represent a material right for services provided beyond the initial contractual period and are therefore a component of the initial transaction price. The Company revisits its estimate of the benefit period each reporting period. The Company’s contracts with host customers do not contain a significant financing component.
The Company transfers control of its energy optimization services to its customers continuously throughout the term of the contract (a stand-ready obligation) and revenue is recognized ratably as control of these services is transferred to its customers, in an amount that reflects the consideration the Company expects to be contractually entitled to in exchange for its services. Monthly incentive payments based on the performance of the energy storage system are allocated to the distinct month in which they are earned because the terms of the payments relate specifically to the outcome from transferring the distinct time increment (month) of service and because such amounts reflect the fees to which the Company expects to be entitled for providing energy optimization services each period, consistent with the allocation objective. Annual variable performance- based payments are estimated at the inception in the transaction price using the expected value method, which takes into consideration historical experience, current contractual requirements, specific known market events and forecasted energy storage system performance patterns, and the Company recognizes such payments ratably using a time-based measure of progress of days elapsed over the term of the contract to the extent that it is probable that a significant reversal of the cumulative revenue recognized will not occur in a future period. At the end of each reporting period, the Company reassesses its estimate of the transaction price. The Company does not begin recognition of revenue until the energy storage system is live (i.e., provision of energy optimization services has commenced) or, as it relates to incentive payments, when approval has been received from the utility company, if later.
Partnership Arrangements
Partnership arrangements consist of promises to transfer inventory in the form of an energy storage system to a “solar plus storage” project developer and separately provide energy optimization services as described previously to the ultimate owner of the project after the developer completes the installation of the project. Under partnership arrangements, the Company’s customer is the solar plus storage project developer. The customer obtains legal title to along with ownership and control of the inventory upon delivery and the customer is responsible for the installation of the project in some cases. Once installation of the project is complete, the owner of the solar plus storage project provides energy to the end consumer through a separate contractual arrangement directly with the end consumer. The term for the Company’s contracts with customers under partnership arrangements generally ranges from 3 to 20 years.
The Company determined the promise to deliver the inventory as a component of the solar plus storage project for which the customer is responsible to develop is a separate and distinct performance obligation from the promise to provide energy optimization services.
The Company determines the transaction price at the outset of the arrangement, primarily based on the contractual payment terms dictated by the contract with the customer. Fees charged for the sale of inventory generally consist of fixed fees payable upon or shortly after successful delivery to the customer. For some customers, the contractual payment terms are based on milestone dates of development activities, such as the date customers accept, acquire, or develop project assets or the date customers install or commission hardware on project assets. Such milestone dates may result in unbilled accounts receivable for noncancellable purchase orders when control of hardware is transferred to the customer and Company has legal right to consideration prior to the milestone date of development activities. For certain customers, the Company also guarantees the value of hardware will not decline for a certain period of time, usually six months to one year. The Company accounts for such contractual payments terms and guarantees as variable consideration at each measurement date at its most likely amount to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur. Fees charged to customers for energy optimization services consist of recurring fixed monthly payments throughout the term of the contract. The Company is responsible for designing, procuring, delivering and ensuring the proper components are provided in accordance with the requirements of the contract. Although the inventory is purchased by the Company from a third-party manufacturer, the Company determined it obtains control of the inventory prior to delivery to the customer and is the principal in the
arrangement. The Company is fully responsible for responding to and correcting any customer issues related to the delivery of the inventory. The Company holds title and assumes all risks of loss associated with the inventory until the customer accepts the inventory. The Company is primarily responsible for fulfilling the delivery of the inventory to the customer, assumes substantial inventory risks and has discretion in the pricing charged to the customer. The Company has not entered into any partnership arrangements where it is not the principal in the transaction.
The Company allocates revenue between the hardware and energy storage services performance obligations based on the standalone selling price of each performance obligation. The standalone selling price for the hardware is established based on observable pricing. The standalone selling price for the energy optimization services is established using a residual value approach due to the significant variability in the services provided to each individual customer based on the specific requirements of each individual project and the lack of observable standalone sales of such services. The Company’s partnership arrangements do not contain a significant financing component.
The Company transfers control of the inventory upon delivery and simultaneous transfer of title to the customer. The Company transfers control of its energy optimization services to its customers continuously throughout the term of the contract (a stand-ready obligation), which does not commence until the customer successfully completes the installation of the project. As a result, the time frame between when the Company transfers control of the inventory to the customer upon delivery is generally several months, and can be in excess of one year, before the Company is required to perform any subsequent energy optimization services. Revenue is recognized ratably as control of these services is transferred to its customers based on a time-based output measure of progress of days elapsed over the term of the contract, in an amount that reflects the consideration the Company expects to be entitled to in exchange for its services.
In some partnership arrangements, the Company charges shipping fees for the inventory. The Company accounts for shipping as a fulfillment activity, since control transfers to the customer after the shipping is complete and includes such amounts within cost of revenue.
Some contracts provide our customers the right to liquidated damages against the Company in the event equipment is not delivered according to contract specifications. Liquidated damages are accounted for as variable consideration, and the contract price is reduced by the expected penalty or liquidated damage amount when recognizing revenue.
Sale of Project Assets
For sales of project assets in which the Company transfers 100% of the membership interest in project assets to a customer, the Company recognizes all of the revenue for the consideration received at a point in time when the membership interest was transferred to the customer, which typically occurs when the Company delivered the membership interest assignment agreement to the customer. The transaction price of contract arrangements is comprised of both fixed and variable amounts. Variable consideration is estimated at each measurement date at its most likely amount to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively as such estimates change. Changes in estimates for sales of project assets occur when the actual development expenses vary from estimates made at the time the membership interests transferred to the customer. The cumulative effect of revisions to transaction prices are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Variable consideration related to the sale of project assets are generally resolved within 60 days of sale of project assets and are currently not material to the Company’s financial statements.
Business Combinations
Business Combinations
The Company accounts for business acquisitions under ASC 805, Business Combinations. The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities) and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. The Company recognizes a bargain purchase gain within other income (expense), net, on the consolidated statement of operations if the net fair value of the identifiable assets acquired and the liabilities assumed is in excess of the fair value of the total purchase consideration and any noncontrolling interests. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date.
Goodwill
Goodwill
Goodwill amounts are not amortized, but rather tested for impairment at least annually or more often if circumstances indicate that the carrying value may not be recoverable. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The Company has one reporting unit and as a result, goodwill has been assigned to the single reporting unit. The Company conducted its annual impairment test of goodwill in the fourth quarter of fiscal year 2023 and determined that no adjustment to the carrying value of goodwill was required.
Internal-use software
Internal-use Software
The Company capitalizes costs incurred in the development of internal-use software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Capitalized internal-use software is amortized on a straight-line basis over the estimated useful life of the software once it is ready for its intended use.
Finite-lived Intangible Assets
Finite-lived Intangible Assets
Finite-lived intangible assets consist of identifiable intangible assets acquired in business combinations, such as customer relationships, developed technology and trade names. Finite-lived intangible assets acquired in business combinations are initially recorded at fair value and subsequently presented net of accumulated amortization. These intangible assets are amortized on a straight-line basis over their estimated useful lives.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
The Company reviews its long-lived assets, which primarily consist of energy storage systems, right-of-use assets, and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset over its remaining useful life.
If such assets are impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. If the useful life is shorter than originally estimated, the Company depreciates or amortizes the remaining carrying value over the revised shorter useful life. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell.
Leases
Leases
The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The classification of the Company’s leases as operating or finance leases along with the initial measurement and recognition of the associated ROU assets and lease liabilities is performed at the lease commencement date. The measurement of ROU assets and lease liabilities is based on the present value of future lease payments over the lease term. The ROU asset also includes the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable.
As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company considers its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. Variable lease payments are recorded as an expense in the period incurred.
The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less.
Convertible Preferred Stock Warrant Liabilities
Convertible Preferred Stock Warrant Liabilities
The Company evaluates whether its warrants for shares of convertible redeemable preferred stock are freestanding financial instruments that obligate the Company to redeem the underlying preferred stock at some point in the future and determined that each of its outstanding warrants for preferred stock are liability classified. The warrants are subject to re-measurement at each balance sheet date, and any change in fair value is recognized in the change in fair value of warrants and embedded derivatives in the consolidated statements of operations.
As discussed in Note 14 — Warrants, upon effectiveness of the Merger, substantially all of the outstanding convertible preferred stock warrants were converted into shares of common stock of Stem. As such, the associated warrant liability was reclassified to additional paid-in-capital upon the Merger and was no longer an outstanding Level 3 financial instrument as of December 31, 2023.
Common Stock Warrants
Common Stock Warrants
The Company evaluates common stock warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. The Company assesses whether common stock warrants are freestanding financial instruments and whether they meet the criteria to be classified in stockholders’ equity, or classified as a liability. Where common stock warrants do not meet the conditions to be classified in equity, the Company assesses whether they meet the definition of a liability under ASC 815. Common stock warrants that meet the definition of a liability are recognized on the balance sheet at fair value. Subsequent changes in their respective fair values are recognized in the consolidated statement of operations at each reporting date.
As indicated in Note 14 — Warrants, as part of STPK’s initial public offering, the Company issued Public Warrants and Private Warrants, which upon issuance met the criteria for liability classification under ASC 815.
Asset Retirement Obligations
Asset Retirement Obligations
The Company recognizes a liability for the fair value of asset retirement obligations associated with its energy storage systems in the period in which there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated. The associated asset retirement costs are capitalized as part of the carrying amount of the energy storage systems and depreciated over the asset’s remaining useful life. This liability includes costs related to the removal of its energy storage systems at the conclusion of each respective customer contract. Subsequent to initial measurement, the asset retirement liability is accreted each period and such accretion is recognized as an expense in the consolidated statements of operations. If there are changes in the estimated amount or timing of cash flows, a revision is recorded to both the asset retirement obligation and the asset retirement capitalized cost.
Financing Obligations
Financing Obligations
The Company has formed various SPEs to finance the development and construction of its energy storage systems. These SPEs, which are structured as limited liability companies, obtain financing in the form of large upfront payments from outside investors and purchase energy storage systems from the Company under master purchase agreements. The Company accounts for the large upfront payments received from the fund investor as a borrowing by recording the proceeds received as a financing obligation, which will be repaid through host customer payments and incentives received from the utilities that will be received by the investor.
The financing obligation is non-recourse once the associated energy storage systems have been placed in-service and the associated customer arrangements have been assigned to the SPE. However, the Company is responsible for any warranties, performance guarantees, accounting, performance reporting, and all other costs associated with the operation of the energy storage systems. Despite such energy storage systems being legally sold to the SPEs, the Company recognizes host customer payments and incentives as revenue during the period as discussed in Note 3 — Revenue. The amounts received by the fund investor from customer payments and incentives are recognized as interest using the effective interest method, and the balance is applied to reduce the financing obligation. The effective interest rate is the interest rate that equates the present value of the cash amounts to be received by a fund investor in relation to the underlying Projects with the present value of the cash amounts paid by the investor to the Company, adjusted for any payments made by the Company.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
Level 3 — Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s assessment of the significance of a specific input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
Financial assets and liabilities held by the Company measured at fair value on a recurring basis as of December 31, 2023 and 2022, include cash and cash equivalents, short-term investments, derivative liability, and convertible notes.
Cost of Revenue
Cost of Revenue
Cost of Hardware Revenue
Cost of revenue related to the sale of hardware includes the cost of the hardware sold to project developers, which generally includes the cost to purchase the hardware from a manufacturer, shipping, and other costs required to fulfill the Company’s obligation to deliver the hardware to the customer location. Cost of revenue may also include any impairment of hardware held in inventory for sale to a customer. Cost of revenue related to the sale of hardware is recognized when the delivery of the hardware is completed.
Cost of Service and Other Revenue
Cost of revenue related to energy optimization services includes depreciation of the cost of energy storage systems associated with long-term host customer contracts, which includes capitalized fulfillment costs, such as installation services, permitting and other related costs. Cost of services and other revenue and other also includes the costs for the development and constructions of project assets. Cost of revenue may also include any impairment of energy storage systems along with energy storage system maintenance costs associated with the ongoing services provided to customers and other amounts not qualifying for capitalization pursuant to the Company’s internal use software capitalization policy. Cost of revenue is recognized as the energy optimization and other supporting services are provided to the Company’s customers throughout the term of the contract.
Sales and Marketing
Sales and Marketing
Sales and marketing expense consists primarily of payroll and other related personnel costs, including stock-based compensation, commissions, bonuses, employee benefits, and travel for the Company’s sales & marketing department. These costs are recognized in the period incurred.
Research and Development
Research and Development
Research and development expense consists primarily of payroll and other related personnel costs for engineers and third parties engaged in the design and development of products, third-party software, and technologies, including salaries, bonus, and stock-based compensation expense, project material costs, services, and depreciation. The Company expenses research and development costs as they are incurred.
General and Administrative
General and Administrative
General and administrative expense consists of payroll and other related personnel costs, including salaries, bonus, and stock-based compensation for executive management, legal, finance, and others. In addition, general and administrative expense includes fees for professional services and occupancy costs.
Stock Based Compensation
Stock-Based Compensation
The Company recognizes stock-based compensation expense related to employees over the requisite service period based on the grant-date fair value of the awards. The fair value of options granted is estimated using the Black-Scholes option valuation model. The Company recognizes the grant-date fair value of an award as compensation expense on a straight-line basis over the requisite service period, which typically corresponds to the vesting period for the award. The Company elects to account for forfeitures as they occur and, upon forfeiture of an award prior to vesting, the Company reverses any previously recognized compensation expense related to that award.
Income Taxes
Income Taxes
The Company uses the asset and liability method of accounting for income taxes based on ASC 740, Accounting for Income Taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts and the tax basis of existing assets and liabilities. The Company records a valuation allowance to reduce tax assets to an amount for which realization is more likely than not. There are certain charges that are not deductible for tax purposes.
In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made.
The Company recognizes the tax benefit from uncertain tax positions in accordance with GAAP, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s tax return. No liability related to uncertain tax positions has been recognized in the financial statements.
The Company includes interest and penalties for uncertain tax positions in the financial statements as a component of income tax expense.
Foreign Currency Translation
Foreign Currency Translation
The Company’s foreign subsidiaries financial position and results of operations are measured using the local currency as the functional currency. The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues and expenses are translated at average exchange rates in effect during the year. Translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders’ equity.
Net Loss Per Share Attributable to Common Stockholders
Net Loss Per Share Attributable to Common Stockholders
Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted- average number of common shares and common share equivalents of potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, convertible notes, warrants, restricted stock units (“RSUs”), and common stock options are considered to be potentially dilutive securities. As the Company was in a net loss position for the years ended December 31, 2023, 2022, and 2021, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders because the effects of potentially dilutive securities are antidilutive.
Noncontrolling Interest
Noncontrolling Interest
Noncontrolling interests represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to us. In fiscal 2022, we have entered into arrangements with third-party investors under which the investors are determined to hold noncontrolling interests in entities fully consolidated by us. The net assets of the shared entities are attributed to the controlling and noncontrolling interests based on the terms of the governing contractual arrangements. The Company further determined the hypothetical liquidation at book value method (“HLBV Method”) to be the appropriate method for attributing net assets to the controlling and noncontrolling interests as this method most closely mirrors the economics of the governing contractual arrangements. Under the HLBV Method, we allocate recorded income (loss) to each investor based on the change, during the reporting period, of the amount of net assets each investor is entitled to under the governing contractual arrangements in a liquidation scenario. The net income allocated to the noncontrolling interests was not material for the years ended December 31, 2023, 2022, and 2021.
Recently Issued Accounting Standards
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, related to the disclosure of incremental segment information on an annual and interim basis. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the disclosure requirements related to the new standard.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, related to income tax disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.
v3.24.0.1
BUSINESS (Tables)
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Reverse Recapitalization On April 28, 2021, shareholders of STPK approved the Merger, under which Stem received approximately $550.3 million, net of fees and expenses as follows (in thousands):
Recapitalization
Cash — STPK trust and working capital cash$383,383 
Cash — PIPE (as described below)225,000 
Less: transaction costs and advisory fees paid(58,061)
Merger and PIPE financing$550,322 
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Schedule of Variable Interest Entities
The following table summarizes the carrying values of the assets and liabilities of the DevCo JVs that are consolidated by the Company as of December 31, 2023 and 2022 (in thousands):

December 31, 2023December 31, 2022
Assets
Cash and cash equivalents$2,191 $6,686 
Other current assets30 38 
Other noncurrent assets8,424 3,208 
Total assets$10,645 $9,932 
Liabilities
Accounts payable1,405 356 
Other current liabilities1,892 97 
Total liabilities$3,297 $453 
These balances were as follows as of December 31, 2023 and 2022 (in thousands):
December 31,
20232022
Energy storage systems, net$67,719 $76,617 
Deferred revenue, current$4,712 $4,943 
Deferred revenue, noncurrent$8,641 $10,682 
Other liabilities$3,480 $3,763 
Summary of Significant Customers For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows:
Accounts ReceivableRevenue
December 31,Year Ended December 31,
20232022202320222021
Customers:
Customer A****11 %
Customer B****10 %
Customer C****10 %
Customer D41 %54 %13 %46 %*
Customer E*16 %*10 %*
Customer F28 %11 %21 %**
Customer G**26 %**
*Total less than 10% for the respective period
v3.24.0.1
REVENUE (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
The following table provides information on the disaggregation of revenue as recorded in the consolidated statements of operations (in thousands):
Year ended December 31,
202320222021
Hardware revenue$398,967 $310,837 $106,908 
Services and other revenue62,548 52,143 20,463 
Total revenue
$461,515 $362,980 $127,371 
The following table summarizes reportable revenue by geographic regions determined based on the location of the customers (in thousands):
Year ended December 31,
202320222021
United States$443,450 $353,792 $127,230 
Rest of the world18,065 9,188 141 
Total revenue$461,515 $362,980 $127,371 
Schedule of Remaining Performance Obligations As of December 31, 2023, the Company had $471.3 million and $534.9 million of remaining performance obligations, respectively, and the approximate percentages expected to be recognized as revenue in the future are as follows (in thousands, except percentages):
December 31, 2023
Total remaining
performance
obligations		Percent Expected to be Recognized as Revenue
Less than
one year		Two to
five years		Greater than
five years

Services and other revenue
$348,056 14 %47 %39 %
Hardware revenue
123,243 97 %3 %— %
Total revenue$471,299 
December 31, 2022
Total remaining
performance
obligations		Percent Expected to be Recognized as Revenue
Less than
one year		Two to
five years		Greater than
five years

Services and other revenue
$322,645 17 %48 %35 %
Hardware revenue
212,270 100 %— %— %
Total revenue$534,915 
Schedule of Contract Balances The following table presents the changes in the deferred revenue balance during the years ended December 31, 2023, 2022, and 2021 (in thousands):
202320222021
Balance as of beginning of period$138,074 $37,443 $52,410 
Deferred revenue acquired upon business combination— 49,626 — 
Upfront payments received from customers270,130 206,868 89,951 
Upfront or annual incentive payments received4,204 5,797 6,614 
Revenue recognized related to amounts that were included in beginning balance of deferred revenue(54,638)(22,669)(33,585)
Revenue recognized related to amounts that were included in acquired balance of deferred revenue— (3,338)— 
Revenue recognized related to deferred revenue generated during the period(215,123)(135,653)(77,947)
Balance as of end of period$142,647 $138,074 $37,443 
v3.24.0.1
SHORT-TERM INVESTMENTS (Tables)
 12 Months Ended
Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]  
Schedule of Short-Term Investments
The following tables summarize the estimated fair value of the Company’s short-term investments and the gross unrealized holding gains and losses as of December 31, 2023 and 2022 (in thousands):


As of December 31, 2023
Amortized costUnrealized gainUnrealized LossEstimated Fair Value
Commercial paper$1,978 $— $— $1,978 
U.S. government bonds2,744 — (3)2,741 
Agency bonds3,503 — (3)3,500 
Total short-term investments$8,225 $— $(6)$8,219 
As of December 31, 2022
Amortized costUnrealized gainUnrealized LossEstimated Fair Value
Corporate debt securities$17,056 $— $(164)$16,892 
Commercial paper18,922 — — 18,922 
U.S. government bonds106,774 — (1,515)105,259 
Certificate of deposits9,986 — — 9,986 
Treasury bills9,518 3 (5)9,516 
Agency bonds1,500 — (1)1,499 
Total short-term investments$163,756 $3 $(1,685)$162,074 
Schedule of Contractual Maturities of Short-Term Investments
The following table presents the contractual maturities of the Company’s short-term investments as of December 31, 2023 (in thousands):
As of December 31, 2023
Amortized costEstimated Fair Value
Due within one year$8,225 $8,219 
Total$8,225 $8,219 
v3.24.0.1
FAIR VALUE MEASUREMENTS (Tables)
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule of Financial Instruments Measured at Fair Value
The following table provides the financial instruments measured at fair value on a recurring basis (in thousands):
December 31, 2023
Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market fund$47,297$— $—$47,297
Commercial paper—3,971 —3,971
Debt securities:
Commercial paper— 1,978 — 1,978
U.S. government bonds— 2,741 — 2,741
Agency bonds— 3,500 — 3,500 
Total financial assets$47,297 $12,190 $— $59,487 
Liabilities
Derivative liability$— $— $7,731 $7,731 

December 31, 2022
Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market fund$10,618 $— $— $10,618 
Commercial paper— 2,988 — 2,988
Debt securities:
Corporate debt securities— 16,892 — 16,892
Commercial paper— 18,922 — 18,922
U.S. government bonds— 105,259 — 105,259
Certificate of deposits— 9,986 — 9,986
Treasury bills— 9,516 — 9,516
Other— 1,499 — 1,499 
Total financial assets$10,618 $165,062 $— $175,680 
v3.24.0.1
BUSINESS COMBINATIONS (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Summarizes the Purchase Price as a part of the Acquisition
The following table summarizes the purchase price as a part of the acquisition of AlsoEnergy (in thousands):
Purchase Price
Cash consideration$544,059
Equity consideration108,883
Working capital adjustment(915)
Total consideration$652,027
Schedule of Assets Acquired and Liabilities Assumed
The following table summarizes the fair values of assets acquired and liabilities assumed in the acquisition of AlsoEnergy at the date of acquisition (in thousands):
Assets Acquired

Cash$10,135 
Accounts receivable9,614 
Other current assets1,795 
Inventory3,701 
Operating lease right-of-use assets1,333 
Separately identifiable intangible assets acquired other than goodwill152,100 
Other noncurrent assets1,032 
Total identifiable assets acquired179,710 
Liabilities Assumed
Accounts payable1,985 
Other current liabilities1,596 
Accrued payroll2,533 
Deferred revenue, current portion17,486 
Lease liabilities, current portion431 
Deferred revenue, noncurrent32,140 
Lease liabilities, noncurrent902 
Deferred tax liability15,476 
Other noncurrent liabilities150 
Total liabilities assumed72,699 
Total net identifiable assets acquired107,011 
Goodwill545,016 
Total consideration$652,027 
Schedule of Useful Lives of Intangible Assets Acquired
The following table and accompanying paragraphs below summarize the intangible assets acquired, their fair value as of the acquisition date, and their estimated useful lives for amortizable intangible (in thousands, except estimated useful life, which is in years):
Fair ValueUseful Life
Trade name$11,3007
Customer relationships106,80012
Backlog3,9001.1
Developed technology30,1007
Separately identifiable intangible assets acquired other than goodwill$152,100
Schedule of Unaudited Pro Forma Information The pro forma financial information is as follows (in thousands):
Twelve Months Ended
December 31,
202320222021
(Unaudited)(Unaudited)
Total revenue$461,515 $366,815 $189,930 
Net loss$(140,413)$(131,959)$(132,187)
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS, NET (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
Goodwill consists of the following (in thousands):
December 31,
20232022
Goodwill$547,158 $547,556 
Recovery of escrow from AlsoEnergy acquisition— (915)
Effect of foreign currency translation47 8 
Total goodwill$547,205 $546,649 
Schedule of Intangible Assets
Intangible assets, net, consists of the following (in thousands):
December 31,
20232022
Developed technology$32,618 $30,600 
Trade name11,300 11,300 
Customer relationships106,800 106,800 
Backlog— 3,900 
Internally developed software67,282 49,472 
Intangible assets218,000 202,072 
Less: Accumulated amortization(60,868)(39,809)
Add: Currency translation adjustment14 2 
Total intangible assets, net$157,146 $162,265 
v3.24.0.1
LEASES (Tables)
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Schedule of Operating Lease Liabilities
As of December 31, 2023, future payments associated with the Company’s operating lease liabilities were as follows (in thousands):
Operating
Leases
2024$3,620 
20252,885 
20262,984 
20273,035 
20282,304 
Thereafter396 
Total lease payments15,224 
Less: imputed interest(1,819)
Total operating lease liability future lease payments$13,405 
Summary of Lease Information
Reported as of December 31, 2023 and 2022 (in thousands):
December 31,
20232022
Current portion of operating lease liabilities included within other current liabilities
$2,950 $2,574 
Non-current portion of operating lease liabilities10,455 10,962 
Total$13,405 $13,536 
The following summarizes additional information related to operating leases:
December 31,
20232022
Weighted average remaining operating lease term (in years)4.65.5
Weighted average discount rate5.7 %4.7 %
v3.24.0.1
ASSET RETIREMENT OBLIGATION (Tables)
 12 Months Ended
Dec. 31, 2023
Asset Retirement Obligation Disclosure [Abstract]  
Schedule of Asset Retirement Obligations
The information below details the asset retirement obligation for the years ended December 31, 2023 and 2022 as follows (in thousands):
December 31,
20232022
Beginning balance at January 1,$4,262 $4,135 
Retirement cost revaluation(444)(116)
Accretion expense234 243 
Ending balance at December 31,$4,052 $4,262 
v3.24.0.1
ENERGY STORAGE SYSTEMS, NET (Tables)
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Energy Storage Systems, Net
Energy storage systems, net, consists of the following (in thousands):
December 31, 2023December 31, 2022
Energy storage systems placed into service$141,181 $143,154 
Less: accumulated depreciation(70,918)(58,782)
Energy storage systems not yet placed into service4,155 6,385 
Total energy storage systems, net$74,418 $90,757 
v3.24.0.1
BALANCE SHEET COMPONENTS (Tables)
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Accounts Receivable
Accounts receivable, net consists of the following (in thousands):
December 31,
20232022
Unbilled receivables$190,230 $151,278 
Accounts receivable - customer113,262 70,727 
Financing obligation receivables4,253 5,061 
Accounts receivable allowance(4,904)(3,879)
Other7 32 
Total accounts receivable, net$302,848 $223,219 
Schedule of Inventory
Inventory consists of the following (in thousands):
December 31,
20232022
Work in process inventory$23,074 $3,374 
Raw Materials2,961 4,623 
Finished Goods629 376 
Batteries1 1 
Total inventory$26,665 $8,374 
Schedule of Other Current Assets
Other current assets consist of the following (in thousands):
December 31,
20232022
Prepaid expenses$5,971 $5,676 
Utility program deposits153 80 
Due from related parties73 74 
Other3,106 2,196 
Total other current assets$9,303 $8,026 
Schedule of Other Noncurrent Assets
Other noncurrent assets consist of the following (in thousands):
December 31,
20232022
Prepaid warranties and maintenance$41,023 $33,686 
Unbilled receivables, net18,662 9,409 
Deferred costs with suppliers— 7,720 
Receivable from SPEs (Note 17)
2,523 2,543 
Self-generation incentive program deposits561 688 
Investment in VIEs2,094 1,971 
Property and equipment, net2,813 2,158 
Project assets8,424 3,208 
Restricted cash1,100 — 
Other4,669 3,956 
Total other noncurrent assets$81,869 $65,339 
Schedule of Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
December 31,
20232022
Accrued payables$67,543 $83,022 
Accrued interest2,674 311 
Other accrued liabilities6,656 1,925 
Total accrued liabilities$76,873 $85,258 
Schedule of Other Current Liabilities
Other current liabilities consist of the following (in thousands):
December 31,
20232022
Derivative liability$7,731 $— 
System advances266 266 
Lease liabilities – current portion2,950 2,574 
Due to related parties31 687 
Other1,748 1,885 
Total other current liabilities$12,726 $5,412 
v3.24.0.1
CONVERTIBLE NOTES (Tables)
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Convertible Debt These costs were allocated to the debt and equity components based on the allocation of the proceeds as follows (in thousands):
AmountEquity ComponentDebt Component
Initial Purchaser’s Debt Discount$12,420 $3,650 $8,770 
Debt Issuance Costs1,871 550 1,321 
Total$14,291 $4,200 $10,091 
The outstanding 2028 Convertible Notes balances as of December 31, 2023 and
2022 are summarized in the following table (in thousands):
December 31, 2023December 31, 2022
Long Term Debt
Outstanding principal$297,024 $460,000 
Unamortized 2021 Initial Purchasers’ debt discount and debt issuance cost(6,501)(12,091)
Net carrying amount$290,523 $447,909 
The following table presents total interest expense recognized related to the 2028 Convertible Notes during the year ended December 31, 2023 and 2022 (in thousands):
December 31, 2023December 31, 2022
Cash interest expense
Contractual interest expense$1,693 $2,300 
Non-cash interest expense
Amortization of debt discount and debt issuance cost1,487 1,986 
Total interest expense$3,180 $4,286 
The outstanding 2030 Convertible Notes balances as of December 31, 2023 are summarized in the following table (in thousands):
December 31, 2023
Long Term Debt
Outstanding principal$240,000 
Unamortized 2023 Initial Purchasers’ debt discount and debt issuance cost(6,890)
Net carrying amount$233,110 
The following table presents total interest expense recognized related to the 2030 Convertible Notes during the three months ended December 31, 2023 (in thousands):
December 31, 2023
Cash interest expense
Contractual interest expense$7,593 
Non-cash interest expense
Amortization of debt discount and debt issuance cost711 
Total interest expense$8,304 
v3.24.0.1
COMMON STOCK (Tables)
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Schedule of Common Stock Reserved for Issuance
The Company had reserved shares of common stock for issuance as follows:
December 31,
2023
Shares reserved for warrants2,533
RSUs outstanding11,159,272
Options outstanding9,011,616
Shares available for future issuance under the 2021 Equity Incentive Plan8,071,846
Conversion of 2030 Convertible Notes42,933,810
Conversion of 2028 Convertible Notes20,842,773
Total 92,021,850
v3.24.0.1
STOCK-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Activity Under the Plan
The following table summarizes the stock option activity for the year ended December 31, 2023:
Number of
Options
Outstanding		Weighted-
Average
Exercise Price
Per Share		Weighted-
Average
Remaining
Contractual
Life (years)		Aggregate
Intrinsic
Value
(in thousands)
Balances as of December 31, 20228,243,637 $6.88 6.635,566 
Options granted1,291,349 10.25 
Options exercised(125,534)2.20 
Options forfeited(397,836)16.75 
Options expired——
Balances as of December 31, 20239,011,616 $6.99 6.0$8,686 
Options vested and exercisable — December 31, 20236,345,340 $4.86 5.0$8,669 
Schedule of Assumptions in Estimating Option Fair Value
The Company uses the Black-Scholes model for estimating the fair value of options granted. The weighted-average assumptions used in the Black-Scholes are as follows:
December 31,
202320222021
Expected volatility69.05 %68.28 %74.00 %
Risk-free interest rate3.97 %1.73 %1.06 %
Expected term (years)6.016.256.23
Dividend yield———
Schedule of Restricted Stock Activity
The following table summarizes the RSU activity for the period ended December 31, 2023:

Number of
RSUs
Outstanding (1)
Weighted-
Average
Grant Date Fair Value
Per Share
Balances as of December 31, 20226,719,490$15.34 
RSUs granted7,744,5525.54 
RSUs vested(1,267,389)10.80 
RSUs forfeited(2,037,381)8.38 
Balances as of December 31, 202311,159,272$10.31 
(1) Includes certain restricted stock units with service and market-based vesting criteria.
Schedule of Stock-based Compensation Expense
The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s consolidated statements of operations and comprehensive loss (in thousands):
Year Ended December 31,
202320222021
Sales and marketing$6,293 $4,251 $1,723 
Research and development13,463 4,634 2,367 
General and administrative25,353 19,776 9,456 
Total stock-based compensation expense$45,109 $28,661 $13,546 
v3.24.0.1
SPECIAL PURPOSE ENTITIES (Tables)
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Equity Method Investments
The following table summarizes additional information about the Company’s equity method investments, SPV II, SPV III, SPV IV and Copec:
SPV IISPV IIISPV IVCOPEC
Date formedJanuary 23, 2015June 7, 2016June 30, 2017
March 24, 2020
Initial ownership %49 %50 %50 %49 %
Stem’s interest
100% of Class A shares
100% of Class B shares
100% of Class B shares
100% of Class A shares
Initial distributions:
Class A
10% (Stem)
80% (Stem — 50%)
97.5 %To be determined
Class B90 %
20% (Stem — 100%)
2.5% (Stem)
N/A
As of December 31, 2023 and 2022, the Company’s investment in its unconsolidated SPEs, recorded within other noncurrent assets on the consolidated balance sheets, was as follows (in thousands):
December 31,
20232022
Investment in SPV II$— $— 
Investment in SPV III390 439 
Investment in SPV IV372 308 
Copec1,312 1,174 
Other equity method investments$20 $50 
Total equity method investments$2,094 $1,971 
Accordingly, in addition to the equity method investment, the Company has the following financing obligations associated with energy storage systems legally sold to the unconsolidated SPEs (in thousands):
December 31,
20232022
Financing obligation, current portion$14,835 $15,720 
Financing obligation, noncurrent$52,010 $63,867 
Schedule of Variable Interest Entities
The following table summarizes the carrying values of the assets and liabilities of the DevCo JVs that are consolidated by the Company as of December 31, 2023 and 2022 (in thousands):

December 31, 2023December 31, 2022
Assets
Cash and cash equivalents$2,191 $6,686 
Other current assets30 38 
Other noncurrent assets8,424 3,208 
Total assets$10,645 $9,932 
Liabilities
Accounts payable1,405 356 
Other current liabilities1,892 97 
Total liabilities$3,297 $453 
These balances were as follows as of December 31, 2023 and 2022 (in thousands):
December 31,
20232022
Energy storage systems, net$67,719 $76,617 
Deferred revenue, current$4,712 $4,943 
Deferred revenue, noncurrent$8,641 $10,682 
Other liabilities$3,480 $3,763 
v3.24.0.1
NET LOSS PER SHARE (Tables)
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Net Loss Per Share
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):
Year Ended
December 31,
202320222021
Numerator - Basic and Diluted:
Net loss attributable to common stockholders, basic and diluted$(140,413)$(124,054)$(101,211)
Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted155,583,957 153,413,743 105,561,139 
Net loss per share attributable to common stockholders, basic and diluted$(0.90)$(0.81)$(0.96)
Schedule of Potentially Dilutive Shares
The following table shows total outstanding potentially dilutive shares excluded from the computation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive:
December 31,
202320222021
Outstanding 2028 Convertible Notes10,157,181 15,730,390 15,730,390 
Outstanding 2030 Convertible Notes33,673,584 — — 
Outstanding stock options9,011,616 8,243,637 8,766,466 
Outstanding warrants2,533 2,533 23,673 
Outstanding RSUs11,159,272 6,719,490 1,799,677 
Total
64,004,186 30,696,050 26,320,206 
v3.24.0.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
The components of loss before provision for income taxes for the years ended December 31, 2023, 2022, and 2021 are as follows (in thousands):
December 31,
202320222021
Domestic$(138,934)$(137,164)$(101,211)
Foreign(1,046)(2,051)— 
Loss before income taxes$(139,980)$(139,215)$(101,211)
Schedule of Components of Income Tax Expense (Benefit)
The components of the provision for income tax expense for the years ended December 31, 2023, 2022, and 2021 are as follows (in thousands):
December 31,
202320222021
Current:
Federal$— $(24)$— 
State490 184 — 
Foreign381 188 — 
Total current871 348 — 
Deferred:
Federal(294)(12,448)— 
State(41)(3,021)— 
Foreign(103)(40)— 
Total deferred(438)(15,509)— 
Total provision for income taxes$433 $(15,161)$— 
Schedule of Effective Income Tax Rate Reconciliation
The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:
December 31,
202320222021
Statutory rate21.00 %21.00 %21.00 %
State tax(0.32)%2.04 %3.15 %
Foreign income and withholding taxes(0.36)%(0.42)%1.61 %
Stock-based compensation(1.48)%(0.51)%6.17 %
Change in fair value of warrants— %— %0.71 %
Other(3.16)%(2.26)%(1.19)%
Non-deductible interest expense(0.85)%(0.96)%(2.53)%
Valuation allowance(15.14)%(8.00)%(28.92)%
Total(0.31)%10.89 %— %
Schedule of Deferred Tax Assets and Liabilities
Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands):
December 31,
20232022
Deferred tax assets:
Net operating losses$134,340 $122,005 
Tax credits367 720 
Depreciable assets37 291 
Operating lease liabilities2,808 3,234 
Accruals and allowances3,708 3,004 
Stock-based compensation8,088 3,549 
Deferred revenue33,894 34,575 
Interest expense2,831 1,245 
Other4,498 1,967 
Total gross deferred tax assets190,571 170,590 
Less: Valuation allowance(168,304)(140,636)
Net deferred tax assets22,267 29,954 
Deferred tax liabilities:
Amortization of asset retirement obligation(675)(634)
Intangibles(18,926)(26,319)
Right-of-use assets(2,523)(2,961)
Total gross deferred tax liabilities(22,124)(29,914)
Net deferred taxes$143 $40 
v3.24.0.1
BUSINESS - Narrative (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Apr. 03, 2023
USD ($)
Nov. 22, 2021
USD ($)
Apr. 28, 2021
USD ($)
$ / shares
shares
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
Apr. 27, 2021
$ / shares
Description Of Merger [Abstract]                
Proceeds received     $ 550,322          
Preferred stock, par value (in dollars per share) | $ / shares         $ 0.0001 $ 0.0001   $ 0.00001
Common stock, par value (in dollars per share) | $ / shares         $ 0.0001 $ 0.0001   $ 0.000001
Exchange ratio     4.6432          
Sale of stock, number of shares Issued in transaction (in shares) | shares     22,500,000          
Sale of stock (in dollars per share) | $ / shares     $ 10          
Sale of stock aggregate purchase price     $ 225,000          
Net liabilities     $ 302,200          
Liquidity And Going Concern [Abstract]                
Cash and cash equivalents         $ 105,375 $ 87,903 $ 747,780  
Short-term investments         8,200      
Accumulated deficit         772,494 632,081    
Working capital         221,900      
Debt financing coming due within the next 12 months         14,800      
Net loss         (140,413) (124,054) (101,211)  
Negative cash flows from operating activities         (207,377) (106,030) (101,266)  
Proceeds from convertible notes         $ 232,399 $ 0 $ 446,827  
2030 Convertible Notes | Convertible Notes                
Liquidity And Going Concern [Abstract]                
Proceeds from convertible notes $ 232,400              
Fixed interest rate, annual 4.25%              
2028 Convertible Notes | Convertible Notes                
Liquidity And Going Concern [Abstract]                
Proceeds from convertible notes   $ 445,700   $ 99,800        
Fixed interest rate, annual   0.50%            
Debt extinguishment amount       $ 163,000        
v3.24.0.1
BUSINESS - Schedule of Reverse Recapitalization (Details) - USD ($)
$ in Thousands
 12 Months Ended
Apr. 28, 2021
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Cash — STPK trust and working capital cash $ 383,383  
Cash — PIPE (as described below) 225,000  
Less: transaction costs and advisory fees paid (58,061) $ (58,061)
Merger and PIPE financing $ 550,322  
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
reporting_unit
segment
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Nov. 22, 2021
USD ($)
Jun. 30, 2021
shares
Jun. 25, 2021
shares
Concentration Risk [Line Items]            
Number of operating segments | segment 1          
Accounts receivable, allowances $ 4,904 $ 3,879        
Impairment loss of energy storage systems 4,683 2,571 $ 4,320      
Impairment loss of project assets 176 502 0      
Deferred incremental costs of obtaining a contract 5,900 9,600        
Amortization of contract costs 6,300 6,300 3,900      
Impairment cost losses $ 0 0 500      
Number of reporting units | reporting_unit 1          
Amortization of internal-use software $ 9,200 6,800 5,000      
Amortization expense for intangible assets $ 15,700 16,800 0      
Sale of project assets, membership interest 100.00%          
Uncertain tax positions recognized $ 0          
Accrual of interest and penalties for uncertain tax positions 0 0        
Interest expense $ 14,977 $ 10,468 $ 17,395      
Net loss per share attributable to Stem common shareholders, basic (in dollars per share) | $ / shares $ (0.90) $ (0.81) $ (0.96)      
Net loss per share attributable to Stem common shareholders, diluted (in dollars per share) | $ / shares $ (0.90) $ (0.81) $ (0.96)      
Net income attributed to non-controlling interests $ 0 $ 0 $ 0      
2028 Convertible Notes | Convertible Notes            
Concentration Risk [Line Items]            
Face amount       $ 460,000    
Minimum            
Concentration Risk [Line Items]            
Warranty prepayment amortization period 5 years          
Maximum            
Concentration Risk [Line Items]            
Warranty prepayment amortization period 15 years          
Host Customer Arrangements | Minimum            
Concentration Risk [Line Items]            
Contract term 5 years          
Host Customer Arrangements | Maximum            
Concentration Risk [Line Items]            
Contract term 10 years          
Partnership Arrangements | Minimum            
Concentration Risk [Line Items]            
Contract term 3 years          
Partnership Arrangements | Maximum            
Concentration Risk [Line Items]            
Contract term 20 years          
Transfers control of inventory period 1 year          
Public Warrants            
Concentration Risk [Line Items]            
Warrants outstanding (in shares) | shares 0   0      
Private Warrants            
Concentration Risk [Line Items]            
Warrants outstanding (in shares) | shares 0       0 7,181,134
Internally developed software            
Concentration Risk [Line Items]            
Useful Life 5 years          
Energy Storage Systems            
Concentration Risk [Line Items]            
Estimated useful life 10 years          
Variable Interest Entity, Primary Beneficiary            
Concentration Risk [Line Items]            
Contribution paid $ 100 7,800        
Net income $ 1,400 $ 1,100        
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Variable Interest Entities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Assets      
Cash and cash equivalents $ 105,375 $ 87,903 $ 747,780
Other current assets 9,303 8,026  
Other noncurrent assets 81,869 65,339  
Total assets 1,356,977 1,421,893  
Liabilities      
Other current liabilities 12,726 5,412  
Total liabilities 930,296 869,726  
Variable Interest Entity, Primary Beneficiary      
Assets      
Cash and cash equivalents 2,191 6,686  
Other current assets 30 38  
Other noncurrent assets 8,424 3,208  
Total assets 10,645 9,932  
Liabilities      
Accounts payable 1,405 356  
Other current liabilities 1,892 97  
Total liabilities $ 3,297 $ 453  
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Significant Customers (Details) - Customer Concentration Risk
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Customer A | Revenue      
Concentration Risk [Line Items]      
Concentration risk, percentage     11.00%
Customer B | Revenue      
Concentration Risk [Line Items]      
Concentration risk, percentage     10.00%
Customer C | Revenue      
Concentration Risk [Line Items]      
Concentration risk, percentage     10.00%
Customer D | Accounts Receivable      
Concentration Risk [Line Items]      
Concentration risk, percentage 41.00% 54.00%  
Customer D | Revenue      
Concentration Risk [Line Items]      
Concentration risk, percentage 13.00% 46.00%  
Customer E | Accounts Receivable      
Concentration Risk [Line Items]      
Concentration risk, percentage   16.00%  
Customer E | Revenue      
Concentration Risk [Line Items]      
Concentration risk, percentage   10.00%  
Customer F | Accounts Receivable      
Concentration Risk [Line Items]      
Concentration risk, percentage 28.00% 11.00%  
Customer F | Revenue      
Concentration Risk [Line Items]      
Concentration risk, percentage 21.00%    
Customer G | Revenue      
Concentration Risk [Line Items]      
Concentration risk, percentage 26.00%    
v3.24.0.1
REVENUE - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Total revenue $ 461,515 $ 362,980 $ 127,371
United States      
Disaggregation of Revenue [Line Items]      
Total revenue 443,450 353,792 127,230
Rest of the world      
Disaggregation of Revenue [Line Items]      
Total revenue 18,065 9,188 141
Hardware revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 398,967 310,837 106,908
Services and other revenue      
Disaggregation of Revenue [Line Items]      
Total revenue $ 62,548 $ 52,143 $ 20,463
v3.24.0.1
REVENUE - Remaining Performance Obligations (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Total remaining performance obligations $ 471,299 $ 534,915
Services and other revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Total remaining performance obligations 348,056 322,645
Hardware revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Total remaining performance obligations $ 123,243 $ 212,270
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Services and other revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Percent Expected to be Recognized as Revenue   17.00%
Period expected to be recognized as revenue   1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Hardware revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Percent Expected to be Recognized as Revenue   100.00%
Period expected to be recognized as revenue   1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Services and other revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Percent Expected to be Recognized as Revenue 14.00% 48.00%
Period expected to be recognized as revenue 1 year 4 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Hardware revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Percent Expected to be Recognized as Revenue 97.00% 0.00%
Period expected to be recognized as revenue 1 year 4 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Services and other revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Percent Expected to be Recognized as Revenue 47.00%  
Period expected to be recognized as revenue 4 years  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Hardware revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Percent Expected to be Recognized as Revenue 3.00%  
Period expected to be recognized as revenue 4 years  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Services and other revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Percent Expected to be Recognized as Revenue   35.00%
Period expected to be recognized as revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Hardware revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Percent Expected to be Recognized as Revenue   0.00%
Period expected to be recognized as revenue  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Services and other revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Percent Expected to be Recognized as Revenue 39.00%  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Hardware revenue    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Percent Expected to be Recognized as Revenue 0.00%  
Period expected to be recognized as revenue  
v3.24.0.1
REVENUE - Contract Balances (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Contract With Customer, Liability [Roll Forward]      
Beginning balance $ 138,074 $ 37,443 $ 52,410
Deferred revenue acquired upon business combination 0 49,626 0
Upfront payments received from customers 270,130 206,868 89,951
Upfront or annual incentive payments received 4,204 5,797 6,614
Revenue recognized related to amounts that were included in beginning balance of deferred revenue (54,638) (22,669) (33,585)
Revenue recognized related to amounts that were included in acquired balance of deferred revenue 0 (3,338) 0
Revenue recognized related to deferred revenue generated during the period (215,123) (135,653) (77,947)
Ending balance $ 142,647 $ 138,074 $ 37,443
v3.24.0.1
REVENUE - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Hardware revenue    
Disaggregation of Revenue [Line Items]    
Revenue reduction $ 35.1 $ 16.9
Hardware Deliveries    
Disaggregation of Revenue [Line Items]    
Revenue reduction $ 18.2  
v3.24.0.1
SHORT-TERM INVESTMENTS - Schedule of Short-Term Investments (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Short-term investments:    
Amortized cost $ 8,225 $ 163,756
Unrealized gain 0 3
Unrealized Loss (6) (1,685)
Estimated Fair Value 8,219 162,074
Commercial paper    
Short-term investments:    
Amortized cost 1,978 18,922
Unrealized gain 0 0
Unrealized Loss 0 0
Estimated Fair Value 1,978 18,922
U.S. government bonds    
Short-term investments:    
Amortized cost 2,744 106,774
Unrealized gain 0 0
Unrealized Loss (3) (1,515)
Estimated Fair Value 2,741 105,259
Agency bonds    
Short-term investments:    
Amortized cost 3,503 1,500
Unrealized gain 0 0
Unrealized Loss (3) (1)
Estimated Fair Value $ 3,500 1,499
Corporate debt securities    
Short-term investments:    
Amortized cost   17,056
Unrealized gain   0
Unrealized Loss   (164)
Estimated Fair Value   16,892
Certificate of deposits    
Short-term investments:    
Amortized cost   9,986
Unrealized gain   0
Unrealized Loss   0
Estimated Fair Value   9,986
Treasury bills    
Short-term investments:    
Amortized cost   9,518
Unrealized gain   3
Unrealized Loss   (5)
Estimated Fair Value   $ 9,516
v3.24.0.1
SHORT-TERM INVESTMENTS - Schedule of Contractual Maturities of Short-Term Investments (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Amortized cost    
Due within one year $ 8,225  
Amortized cost 8,225 $ 163,756
Estimated Fair Value    
Due within one year 8,219  
Estimated Fair Value $ 8,219 $ 162,074
v3.24.0.1
SHORT-TERM INVESTMENTS - Narrative (Details)
 12 Months Ended
Dec. 31, 2023
USD ($)
Investments, Debt and Equity Securities [Abstract]  
Other-than-temporary impairment losses $ 0
v3.24.0.1
FAIR VALUE MEASUREMENTS - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Debt securities:    
Estimated Fair Value $ 8,219 $ 162,074
Derivative Liability, Statement of Financial Position [Extensible Enumeration] Other current liabilities (includes $31 and $687 due to related parties as of December 31, 2023 and December 31, 2022, respectively)  
Commercial paper    
Debt securities:    
Estimated Fair Value $ 1,978 18,922
U.S. government bonds    
Debt securities:    
Estimated Fair Value 2,741 105,259
Agency bonds    
Debt securities:    
Estimated Fair Value 3,500 1,499
Corporate debt securities    
Debt securities:    
Estimated Fair Value   16,892
Certificate of deposits    
Debt securities:    
Estimated Fair Value   9,986
Treasury bills    
Debt securities:    
Estimated Fair Value   9,516
Fair Value, Recurring    
Debt securities:    
Total financial assets 59,487 175,680
Liabilities    
Derivative liability 7,731  
Fair Value, Recurring | Commercial paper    
Debt securities:    
Estimated Fair Value 1,978 18,922
Fair Value, Recurring | U.S. government bonds    
Debt securities:    
Estimated Fair Value 2,741 105,259
Fair Value, Recurring | Agency bonds    
Debt securities:    
Estimated Fair Value 3,500  
Fair Value, Recurring | Corporate debt securities    
Debt securities:    
Estimated Fair Value   16,892
Fair Value, Recurring | Certificate of deposits    
Debt securities:    
Estimated Fair Value   9,986
Fair Value, Recurring | Treasury bills    
Debt securities:    
Estimated Fair Value   9,516
Fair Value, Recurring | Other    
Debt securities:    
Estimated Fair Value   1,499
Fair Value, Recurring | Money market fund    
Cash equivalents:    
Cash equivalents 47,297 10,618
Fair Value, Recurring | Commercial paper    
Cash equivalents:    
Cash equivalents 3,971 2,988
Level 1 | Fair Value, Recurring    
Debt securities:    
Total financial assets 47,297 10,618
Liabilities    
Derivative liability 0  
Level 1 | Fair Value, Recurring | Commercial paper    
Debt securities:    
Estimated Fair Value 0 0
Level 1 | Fair Value, Recurring | U.S. government bonds    
Debt securities:    
Estimated Fair Value 0 0
Level 1 | Fair Value, Recurring | Agency bonds    
Debt securities:    
Estimated Fair Value 0  
Level 1 | Fair Value, Recurring | Corporate debt securities    
Debt securities:    
Estimated Fair Value   0
Level 1 | Fair Value, Recurring | Certificate of deposits    
Debt securities:    
Estimated Fair Value   0
Level 1 | Fair Value, Recurring | Treasury bills    
Debt securities:    
Estimated Fair Value   0
Level 1 | Fair Value, Recurring | Other    
Debt securities:    
Estimated Fair Value   0
Level 1 | Fair Value, Recurring | Money market fund    
Cash equivalents:    
Cash equivalents 47,297 10,618
Level 1 | Fair Value, Recurring | Commercial paper    
Cash equivalents:    
Cash equivalents 0 0
Level 2 | Fair Value, Recurring    
Debt securities:    
Total financial assets 12,190 165,062
Liabilities    
Derivative liability 0  
Level 2 | Fair Value, Recurring | Commercial paper    
Debt securities:    
Estimated Fair Value 1,978 18,922
Level 2 | Fair Value, Recurring | U.S. government bonds    
Debt securities:    
Estimated Fair Value 2,741 105,259
Level 2 | Fair Value, Recurring | Agency bonds    
Debt securities:    
Estimated Fair Value 3,500  
Level 2 | Fair Value, Recurring | Corporate debt securities    
Debt securities:    
Estimated Fair Value   16,892
Level 2 | Fair Value, Recurring | Certificate of deposits    
Debt securities:    
Estimated Fair Value   9,986
Level 2 | Fair Value, Recurring | Treasury bills    
Debt securities:    
Estimated Fair Value   9,516
Level 2 | Fair Value, Recurring | Other    
Debt securities:    
Estimated Fair Value   1,499
Level 2 | Fair Value, Recurring | Money market fund    
Cash equivalents:    
Cash equivalents 0 0
Level 2 | Fair Value, Recurring | Commercial paper    
Cash equivalents:    
Cash equivalents 3,971 2,988
Level 3 | Fair Value, Recurring    
Debt securities:    
Total financial assets 0 0
Liabilities    
Derivative liability 7,731  
Level 3 | Fair Value, Recurring | Commercial paper    
Debt securities:    
Estimated Fair Value 0 0
Level 3 | Fair Value, Recurring | U.S. government bonds    
Debt securities:    
Estimated Fair Value 0 0
Level 3 | Fair Value, Recurring | Agency bonds    
Debt securities:    
Estimated Fair Value 0  
Level 3 | Fair Value, Recurring | Corporate debt securities    
Debt securities:    
Estimated Fair Value   0
Level 3 | Fair Value, Recurring | Certificate of deposits    
Debt securities:    
Estimated Fair Value   0
Level 3 | Fair Value, Recurring | Treasury bills    
Debt securities:    
Estimated Fair Value   0
Level 3 | Fair Value, Recurring | Other    
Debt securities:    
Estimated Fair Value   0
Level 3 | Fair Value, Recurring | Money market fund    
Cash equivalents:    
Cash equivalents 0 0
Level 3 | Fair Value, Recurring | Commercial paper    
Cash equivalents:    
Cash equivalents $ 0 $ 0
v3.24.0.1
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Nov. 22, 2021
2028 Convertible Notes | Level 2 | Convertible Notes    
Debt Instrument [Line Items]    
Convertible debt $ 149.1 $ 324.8
v3.24.0.1
BUSINESS COMBINATIONS - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Feb. 01, 2022
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2023
Business Acquisition [Line Items]        
Goodwill     $ 546,649 $ 547,205
AlsoEnergy, Inc        
Business Acquisition [Line Items]        
Percent of outstanding shares acquired 100.00%      
Aggregate purchase price $ 652,027      
Cash paid, net of working capital adjustment 543,100      
Equity consideration 108,883      
Transaction costs     $ 6,100  
Decrease in goodwill   $ 900    
Goodwill 545,016      
Deferred tax liability $ 15,476      
AlsoEnergy, Inc | Common Stock        
Business Acquisition [Line Items]        
Business acquisition, equity interest Issued or issuable (in shares) 8,621,006      
v3.24.0.1
BUSINESS COMBINATIONS - Purchase Price as a Part of the Acquisition (Details) - AlsoEnergy, Inc
$ in Thousands
Feb. 01, 2022
USD ($)
Business Acquisition [Line Items]  
Cash consideration $ 544,059
Equity consideration 108,883
Working capital adjustment (915)
Total consideration $ 652,027
v3.24.0.1
BUSINESS COMBINATIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Feb. 01, 2022
Liabilities Assumed      
Goodwill $ 547,205 $ 546,649  
AlsoEnergy, Inc      
Assets Acquired      
Cash     $ 10,135
Accounts receivable     9,614
Other current assets     1,795
Inventory     3,701
Operating lease right-of-use assets     1,333
Separately identifiable intangible assets acquired other than goodwill     152,100
Other noncurrent assets     1,032
Total identifiable assets acquired     179,710
Liabilities Assumed      
Accounts payable     1,985
Other current liabilities     1,596
Accrued payroll     2,533
Deferred revenue, current portion     17,486
Lease liabilities, current portion     431
Deferred revenue, noncurrent     32,140
Lease liabilities, noncurrent     902
Deferred tax liability     15,476
Other noncurrent liabilities     150
Total liabilities assumed     72,699
Total net identifiable assets acquired     107,011
Goodwill     545,016
Total consideration     $ 652,027
v3.24.0.1
BUSINESS COMBINATIONS - Useful Lives of Intangible Assets Acquired (Details) - AlsoEnergy, Inc
$ in Thousands
Feb. 01, 2022
USD ($)
Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 152,100
Trade name  
Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 11,300
Useful Life 7 years
Customer relationships  
Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 106,800
Useful Life 12 years
Backlog  
Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 3,900
Useful Life 1 year 1 month 6 days
Developed technology  
Finite-Lived Intangible Assets [Line Items]  
Fair Value $ 30,100
Useful Life 7 years
v3.24.0.1
BUSINESS COMBINATIONS - Unaudited Pro Forma Information (Details) - AlsoEnergy, Inc - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Business Acquisition [Line Items]      
Total revenue $ 461,515 $ 366,815 $ 189,930
Net loss $ (140,413) $ (131,959) $ (132,187)
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
Goodwill $ 547,158 $ 547,556
Recovery of escrow from AlsoEnergy acquisition 0 (915)
Effect of foreign currency translation 47 8
Total goodwill $ 547,205 $ 546,649
v3.24.0.1
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets, Net (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets $ 218,000 $ 202,072  
Less: Accumulated amortization (60,868) (39,809)  
Add: Currency translation adjustment 14 2  
Total intangible assets, net 157,146 162,265  
Amortization expense for intangible assets 24,900 23,600 $ 5,300
Developed technology      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets 32,618 30,600  
Trade name      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets 11,300 11,300  
Customer relationships      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets 106,800 106,800  
Backlog      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets 0 3,900  
Internally developed software      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets $ 67,282 $ 49,472  
v3.24.0.1
LEASES - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Lessee, Lease, Description [Line Items]      
Lessee renewal term 5 years    
Operating lease rent expense $ 4.2 $ 2.8 $ 1.3
Cash paid for operating lease liabilities $ 2.9 $ 1.6 $ 0.5
Minimum      
Lessee, Lease, Description [Line Items]      
Lease term 2 years    
Maximum      
Lessee, Lease, Description [Line Items]      
Lease term 6 years    
v3.24.0.1
LEASES - Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
2024 $ 3,620  
2025 2,885  
2026 2,984  
2027 3,035  
2028 2,304  
Thereafter 396  
Total lease payments 15,224  
Less: imputed interest (1,819)  
Operating lease liability $ 13,405 $ 13,536
v3.24.0.1
LEASES - Summary of Lease Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other current liabilities (includes $31 and $687 due to related parties as of December 31, 2023 and December 31, 2022, respectively) Other current liabilities (includes $31 and $687 due to related parties as of December 31, 2023 and December 31, 2022, respectively)
Current portion of operating lease liabilities included within other current liabilities $ 2,950 $ 2,574
Lease liabilities, noncurrent 10,455 10,962
Total operating lease liability future lease payments $ 13,405 $ 13,536
Weighted average remaining operating lease term (in years) 4 years 7 months 6 days 5 years 6 months
Weighted average discount rate 5.70% 4.70%
v3.24.0.1
ASSET RETIREMENT OBLIGATION (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]    
Beginning balance at January 1, $ 4,262 $ 4,135
Retirement cost revaluation (444) (116)
Accretion expense 234 243
Ending balance at December 31, $ 4,052 $ 4,262
v3.24.0.1
ENERGY STORAGE SYSTEMS, NET - Schedule of Energy Storage Systems, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Energy Storage Systems    
Property, Plant and Equipment [Line Items]    
Less: accumulated depreciation $ (70,918) $ (58,782)
Total energy storage systems, net 74,418 90,757
Energy storage systems placed into service    
Property, Plant and Equipment [Line Items]    
Total energy storage systems, gross 141,181 143,154
Energy storage systems not yet placed into service    
Property, Plant and Equipment [Line Items]    
Total energy storage systems, gross $ 4,155 $ 6,385
v3.24.0.1
ENERGY STORAGE SYSTEMS, NET - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Abstract]      
Depreciation expense $ 14.4 $ 14.9 $ 14.4
v3.24.0.1
BALANCE SHEET COMPONENTS - Accounts Receivable, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Unbilled receivables $ 190,230 $ 151,278
Accounts receivable - customer 113,262 70,727
Financing obligation receivables 4,253 5,061
Accounts receivable allowance (4,904) (3,879)
Other 7 32
Total accounts receivable, net 302,848 $ 223,219
Collateralized accounts receivable $ 29,300  
v3.24.0.1
BALANCE SHEET COMPONENTS - Inventory (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Work in process inventory $ 23,074 $ 3,374
Raw Materials 2,961 4,623
Finished Goods 629 376
Batteries 1 1
Inventory, net $ 26,665 $ 8,374
v3.24.0.1
BALANCE SHEET COMPONENTS - Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Prepaid expenses $ 5,971 $ 5,676
Utility program deposits 153 80
Total other current assets 9,303 8,026
Related Party    
Related Party Transaction [Line Items]    
Other 73 74
Total other current assets 73 74
Nonrelated Party    
Related Party Transaction [Line Items]    
Other $ 3,106 $ 2,196
v3.24.0.1
BALANCE SHEET COMPONENTS - Other Noncurrent Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Prepaid warranties and maintenance $ 41,023 $ 33,686  
Unbilled receivables, net 18,662 9,409  
Deferred costs with suppliers 0 7,720  
Receivable from SPEs (Note 17) 2,523 2,543  
Self-generation incentive program deposits 561 688  
Investment in VIEs 2,094 1,971  
Property and equipment, net 2,813 2,158  
Project assets 8,424 3,208  
Restricted cash 1,100 0  
Other 4,669 3,956  
Other noncurrent assets 81,869 65,339  
Depreciation expense $ 700 $ 600 $ 0
v3.24.0.1
BALANCE SHEET COMPONENTS - Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accrued payables $ 67,543 $ 83,022
Accrued interest 2,674 311
Other accrued liabilities 6,656 1,925
Total accrued liabilities $ 76,873 $ 85,258
v3.24.0.1
BALANCE SHEET COMPONENTS - Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Derivative liability $ 7,731 $ 0
System advances 266 266
Lease liabilities – current portion 2,950 2,574
Total other current liabilities 12,726 5,412
Related Party    
Related Party Transaction [Line Items]    
Other 31 687
Total other current liabilities 31 687
Nonrelated Party    
Related Party Transaction [Line Items]    
Other $ 1,748 $ 1,885
v3.24.0.1
NOTES PAYABLE - Revolving Loan Due to SPE Member (Details) - Line of Credit - Revolving Loan Due To SPE Member - USD ($)
$ in Millions
 1 Months Ended
Aug. 31, 2020
May 31, 2020
Apr. 30, 2017
Debt Instrument [Line Items]      
Total capacity   $ 35.0 $ 45.0
Fixed interest rate, annual   14.00% 10.00%
Period threshold for interest rate   9 months  
Percent of capacity usage for financing of hardware purchases 70.00% 85.00% 100.00%
v3.24.0.1
NOTES PAYABLE - Term Loan Due to Former Non-Controlling Interest Holder (Details) - USD ($)
$ in Millions
 1 Months Ended
Apr. 30, 2021
May 31, 2020
Jun. 30, 2018
Debt Instrument [Line Items]      
Payment to acquire noncontrolling interest     $ 8.1
Term Loan Due To Former Non-Controlling Interest Holder | Term Loan      
Debt Instrument [Line Items]      
Fixed interest rate, quarterly     4500.00%
Fixed interest rate, annual     18.00%
Prepaid principal and interest   $ 1.5  
Prepaid principal   $ 1.0  
Warrants issued (in shares)   400,000  
Debt instrument, unamortized discount   $ 0.2  
Debt instrument, prepayment penalties $ 2.6    
v3.24.0.1
NOTES PAYABLE - 2020 and 2021 Credit Agreements (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Apr. 06, 2023
Apr. 30, 2021
Jan. 31, 2021
May 31, 2020
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Apr. 03, 2023
Debt Instrument [Line Items]                
Gain (loss) on extinguishment of debt, net         $ 59,121 $ 0 $ (5,064)  
Line of Credit | 2020 Credit Agreement                
Debt Instrument [Line Items]                
Proceeds from credit agreement       $ 25,000        
Fixed interest rate, annual       12.00%        
Fixed interest rate, paid in cash       8.00%        
Fixed interest rate, added back to principal       4.00%        
Prepayment penalties   $ 1,400            
Line of Credit | 2021 Credit Agreement                
Debt Instrument [Line Items]                
Proceeds from credit agreement     $ 1,800          
Fixed interest rate, annual     5.45%          
Total capacity     $ 2,700          
Convertible Notes | 2030 Convertible Notes                
Debt Instrument [Line Items]                
Fixed interest rate, annual               4.25%
Gain (loss) on extinguishment of debt, net $ (300)              
v3.24.0.1
CONVERTIBLE NOTES - Narrative (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Apr. 06, 2023
USD ($)
Apr. 03, 2023
USD ($)
day
$ / shares
Nov. 22, 2021
USD ($)
day
$ / shares
Nov. 19, 2021
USD ($)
$ / shares
Apr. 28, 2021
USD ($)
shares
Jan. 31, 2021
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Mar. 29, 2023
$ / shares
Dec. 31, 2020
USD ($)
Debt Instrument [Line Items]                        
Proceeds from convertible notes               $ 232,399 $ 0 $ 446,827    
Gain (loss) on extinguishment of debt, net               59,121 0 (5,064)    
Capped Call Options                        
Debt Instrument [Line Items]                        
Cost of capped calls       $ 66,700     $ 27,800     66,700    
Initial strike price (in dollars per share) | $ / shares       $ 29.2428             $ 7.1272  
Cap price (in dollars per share) | $ / shares       $ 49.6575             $ 11.1800  
Convertible Notes                        
Debt Instrument [Line Items]                        
Convertible notes payable                   $ 0   $ 67,600
Convertible Notes | Q1 2021 Convertible Notes                        
Debt Instrument [Line Items]                        
Proceeds from convertible notes           $ 1,100            
Convertible Notes | Convertible Promissory Notes                        
Debt Instrument [Line Items]                        
Debt conversion, converted instrument, shares issued (in shares) | shares         10,921,548              
Debt conversion, converted instrument, amount         $ 77,700              
Debt instrument, increase, accrued interest         7,700              
Gain (loss) on extinguishment of debt, net         $ (1,100)              
Convertible Notes | 2028 Convertible Notes                        
Debt Instrument [Line Items]                        
Proceeds from convertible notes     $ 445,700       99,800          
Gain (loss) on extinguishment of debt, net             59,400          
Face amount     $ 460,000                  
Fixed interest rate, annual     0.50%                  
Conversion ratio     0.0341965                  
Conversion price (in dollars per share) | $ / shares     $ 29.24                  
Redemption price, percentage     100.00%                  
Term     7 years                  
Debt extinguishment amount             $ 163,000          
Debt instrument, unamortized discount issuance costs     $ 14,291         6,501 $ 12,091      
Debt instrument, unamortized discount     12,420                  
Debt Issuance Costs     $ 1,871                  
Effective interest rate     5.96%                  
Equity component     $ 135,200                  
Debt discount, percent     0.90%                  
Convertible Notes | 2028 Convertible Notes | Level 2                        
Debt Instrument [Line Items]                        
Convertible debt     $ 324,800         149,100        
Convertible Notes | 2028 Convertible Notes | Debt Instrument, Redemption, Period One                        
Debt Instrument [Line Items]                        
Conversion price, percentage     130.00%                  
Convertible Notes | 2028 Convertible Notes | Debt Instrument, Redemption, Period Two                        
Debt Instrument [Line Items]                        
Threshold trading days | day     20                  
Convertible Notes | 2030 Convertible Notes                        
Debt Instrument [Line Items]                        
Proceeds from convertible notes   $ 232,400                    
Gain (loss) on extinguishment of debt, net $ (300)                      
Face amount   $ 240,000                    
Fixed interest rate, annual   4.25%                    
Conversion ratio     0.1403066                  
Conversion price (in dollars per share) | $ / shares   $ 7.1272                    
Redemption price, percentage   100.00%                    
Term   7 years                    
Debt instrument, unamortized discount issuance costs               6,890        
Debt Issuance Costs   $ 7,600                    
Effective interest rate   4.70%                    
Convertible Notes | 2030 Convertible Notes | Level 2                        
Debt Instrument [Line Items]                        
Convertible debt               $ 175,800        
Convertible Notes | 2030 Convertible Notes | Capped Call Options                        
Debt Instrument [Line Items]                        
Proceeds from convertible notes   $ 27,800                    
Convertible Notes | 2030 Convertible Notes | Debt Instrument, Redemption, Period One                        
Debt Instrument [Line Items]                        
Conversion price, percentage   130.00%                    
Convertible Notes | 2030 Convertible Notes | Debt Instrument, Redemption, Period Two                        
Debt Instrument [Line Items]                        
Threshold trading days | day   20                    
v3.24.0.1
CONVERTIBLE NOTES - Allocated To Debt And Equity Components Based (Details) - 2028 Convertible Notes - Convertible Notes - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Nov. 22, 2021
Debt Instrument [Line Items]      
Initial Purchaser’s Debt Discount     $ 12,420
Debt Issuance Costs     1,871
Total $ 6,501 $ 12,091 14,291
Equity Component      
Initial Purchaser’s Debt Discount     3,650
Debt Issuance Costs     550
Total     4,200
Debt Component      
Initial Purchaser’s Debt Discount     8,770
Debt Issuance Costs     1,321
Total     $ 10,091
v3.24.0.1
CONVERTIBLE NOTES - Outstanding Convertible Notes (Details) - Convertible Notes - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Nov. 22, 2021
2028 Convertible Notes      
Debt Instrument [Line Items]      
Outstanding principal $ 297,024 $ 460,000  
Unamortized 2021 Initial Purchasers’ debt discount and debt issuance cost (6,501) (12,091) $ (14,291)
Net carrying amount 290,523 $ 447,909  
2030 Convertible Notes      
Debt Instrument [Line Items]      
Outstanding principal 240,000    
Unamortized 2021 Initial Purchasers’ debt discount and debt issuance cost (6,890)    
Net carrying amount $ 233,110    
v3.24.0.1
CONVERTIBLE NOTES - Interest Expense Recognized Related to Convertible Note (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]      
Amortization of debt discount and debt issuance cost $ 2,602 $ 1,901 $ 9,648
2028 Convertible Notes | Convertible Notes      
Debt Instrument [Line Items]      
Contractual interest expense 1,693 2,300  
Amortization of debt discount and debt issuance cost 1,487 1,986  
Total interest expense 3,180 $ 4,286  
2030 Convertible Notes | Convertible Notes      
Debt Instrument [Line Items]      
Contractual interest expense 7,593    
Amortization of debt discount and debt issuance cost 711    
Total interest expense $ 8,304    
v3.24.0.1
WARRANTS (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Jun. 24, 2021
Apr. 28, 2021
Apr. 07, 2021
Aug. 20, 2020
Sep. 30, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Aug. 20, 2021
Jun. 30, 2021
Jun. 25, 2021
Class of Warrant or Right [Line Items]                      
(Gain) loss from fair value adjustment           $ 0 $ 0 $ (3,424)      
Sale of stock, number of shares Issued in transaction (in shares)   22,500,000                  
Number of shares called from each warrant (in shares)       1              
Exercise Price (in dollars per share)     $ 0.01                
Number of shares called from exchange of warrants (in shares)     350,000                
Warrants and rights outstanding       $ 302,600              
Cash net of broker fees               145,300      
Issuance of common stock warrants for services     $ 9,200         $ 9,183      
Legacy Stem Warrants                      
Class of Warrant or Right [Line Items]                      
Warrants outstanding (in shares)   50,207,439       2,533          
Conversion of securities into common stock (in shares)   2,759,970                  
(Gain) loss from fair value adjustment   $ 100,900                  
Conversion of securities into common stock   $ 60,600                  
Public Warrants                      
Class of Warrant or Right [Line Items]                      
Warrants outstanding (in shares)           0   0      
Sale of stock, number of shares Issued in transaction (in shares)       12,786,168              
Exercise Price (in dollars per share)       $ 11.50         $ 11.50    
Number of shares called from exchange of warrants (in shares)                 12,638,723    
Warrants and rights outstanding       $ 185,900              
Issued irrevocable notice redemption (in shares)                 12,786,129    
Net gain revaluation and redemption         $ 134,900            
Gain on redemption of warrants               $ 2,100      
Private Warrants                      
Class of Warrant or Right [Line Items]                      
Warrants outstanding (in shares)           0       0 7,181,134
(Gain) loss from fair value adjustment $ (52,000)                    
Number of shares called from exchange of warrants (in shares)       7,181,134             4,683,349
Warrants and rights outstanding       $ 116,700              
v3.24.0.1
COMMON STOCK (Details) - shares
Dec. 31, 2023
Dec. 31, 2022
Class of Stock [Line Items]    
Reserved shares of common stock for issuance ( in shares) 92,021,850  
Options outstanding (in shares) 9,011,616 8,243,637
Outstanding RSUs    
Class of Stock [Line Items]    
RSUs outstanding, ending of period (in shares) 11,159,272 6,719,490
2021 Equity Incentive Plan    
Class of Stock [Line Items]    
Reserved shares of common stock for issuance ( in shares) 8,071,846  
Options outstanding (in shares) 3,622,474  
2021 Equity Incentive Plan | Outstanding RSUs    
Class of Stock [Line Items]    
RSUs outstanding, ending of period (in shares) 15,299,531  
Shares reserved for warrants    
Class of Stock [Line Items]    
Reserved shares of common stock for issuance ( in shares) 2,533  
RSUs outstanding    
Class of Stock [Line Items]    
Reserved shares of common stock for issuance ( in shares) 11,159,272  
Options outstanding    
Class of Stock [Line Items]    
Reserved shares of common stock for issuance ( in shares) 9,011,616  
Shares available for future issuance under the 2021 Equity Incentive Plan    
Class of Stock [Line Items]    
Reserved shares of common stock for issuance ( in shares) 8,071,846  
Conversion of 2030 Convertible Notes    
Class of Stock [Line Items]    
Reserved shares of common stock for issuance ( in shares) 42,933,810  
Conversion of 2028 Convertible Notes    
Class of Stock [Line Items]    
Reserved shares of common stock for issuance ( in shares) 20,842,773  
v3.24.0.1
STOCK-BASED COMPENSATION - Narrative (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Options granted, weighted-average grant date fair value (in dollars per share) | $ / shares $ 6.44 $ 5.82 $ 18.84
Options exercised, intrinsic value $ 500 $ 12,700 $ 56,100
Remaining unrecognized stock-based compensation expense 14,900    
Total stock-based compensation expense 45,109 28,661 13,546
Research and development      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense 13,463 4,634 $ 2,367
Research and development | Internally developed software      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense $ 4,300 $ 3,000  
Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Exercise price as a percentage of fair value 100.00%    
Exercise price as a percentage of fair value for shareholders owning specified minimum amount 110.00%    
Significant shareholder threshold used for determining exercise price 10.00%    
Exercise period 10 years    
Weighted average period for recognition of stock-based compensation expense 1 year 4 months 24 days    
Stock Options | Share-based Payment Arrangement, Tranche One      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting percentage 25.00%    
Vesting period 1 year    
Stock Options | Share-based Payment Arrangement, Tranche Two      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting percentage 2.08%    
Vesting period 3 years    
RSU      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Right to receive, conversion ratio 1    
Remaining unrecognized stock-based compensation expense $ 69,800    
Weighted average period for recognition of stock-based compensation expense 1 year 10 months 24 days    
RSU | Share-based Payment Arrangement, Tranche One | 2009 Equity Incentive Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting percentage 25.00%    
Vesting period 4 years    
RSU | Share-based Payment Arrangement, Tranche Two | 2009 Equity Incentive Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting percentage 33.00%    
Vesting period 3 years    
Liability-Classified Awards      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense $ 8,500    
v3.24.0.1
STOCK-BASED COMPENSATION - Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Number of Options Outstanding    
Options outstanding, beginning of period (in shares) 8,243,637  
Options granted (in shares) 1,291,349  
Options exercised (in shares) (125,534)  
Options forfeited (in shares) (397,836)  
Options expired (in shares) 0  
Options outstanding, end of period (in shares) 9,011,616 8,243,637
Options vested and exercisable (in shares) 6,345,340  
Weighted- Average Exercise Price Per Share    
Options outstanding, weighted average exercise price (in dollars per share) $ 6.99 $ 6.88
Options granted, weighted average exercise price (in dollars per share) 10.25  
Options exercised, weighted average exercise price (in dollars per share) 2.20  
Options forfeited, weighted average exercise price (in dollars per share) 16.75  
Options expired, weighted average exercise price (in dollars per share) 0  
Options vested and exercisable, weighted-average exercise price (in dollars per share) $ 4.86  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]    
Weighted average remaining contractual life, options outstanding 6 years 6 years 7 months 6 days
Weighted average remaining contractual life, options vested and exercisable 5 years  
Aggregate intrinsic value, options outstanding $ 8,686 $ 35,566
Aggregate intrinsic value, options vested and exercisable $ 8,669  
v3.24.0.1
STOCK-BASED COMPENSATION - Assumptions in Estimating Option Fair Value (Details) - Stock Options
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility 69.05% 68.28% 74.00%
Risk-free interest rate 3.97% 1.73% 1.06%
Expected term (years) 6 years 3 days 6 years 3 months 6 years 2 months 23 days
Dividend yield 0.00% 0.00% 0.00%
v3.24.0.1
STOCK-BASED COMPENSATION - RSU Activity (Details) - RSU - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Number of RSUs Outstanding    
RSUs outstanding, ending of period (in shares) 11,159,272 6,719,490
RSUs granted (in shares) 7,744,552  
RSUs vested (in shares) (1,267,389)  
RSUs forfeited (in shares) (2,037,381)  
Weighted- Average Grant Date Fair Value Per Share    
RSUs outstanding, weighted average grant date fair value (in dollars per share) $ 10.31 $ 15.34
RSUs granted, weighted average grant date fair value (in dollars per share) 5.54  
RSUs vested, weighted average grant date fair value (in dollars per share) 10.80  
RSUs forfeited, weighted average grant date fair value (in dollars per share) $ 8.38  
v3.24.0.1
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense $ 45,109 $ 28,661 $ 13,546
Sales and marketing      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense 6,293 4,251 1,723
Research and development      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense 13,463 4,634 2,367
General and administrative      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense $ 25,353 $ 19,776 $ 9,456
v3.24.0.1
SPECIAL PURPOSE ENTITIES - Narrative (Details)
$ in Millions
 12 Months Ended 29 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Jun. 30, 2017
company
Mar. 31, 2020
service_station
Variable Interest Entity [Line Items]          
Number of companies formed | company       3  
Variable Interest Entity, Not Primary Beneficiary          
Variable Interest Entity [Line Items]          
Interest expense $ 5.6 $ 6.3 $ 8.5    
Revenues 18.0 17.8 16.9    
Depreciation expense 12.0 6.8 12.8    
SPV II, SPV III, And SPV IV | Variable Interest Entity, Not Primary Beneficiary          
Variable Interest Entity [Line Items]          
Earnings from equity method investments $ 0.1 $ 0.0 $ 0.1    
COPEC | Variable Interest Entity, Not Primary Beneficiary | CHILE          
Variable Interest Entity [Line Items]          
Number of service stations | service_station         650
COPEC | Variable Interest Entity, Not Primary Beneficiary | South America, Central America, And United States          
Variable Interest Entity [Line Items]          
Number of service stations | service_station         2,500
v3.24.0.1
SPECIAL PURPOSE ENTITIES - Equity Method Investments (Details) - Variable Interest Entity, Not Primary Beneficiary
Dec. 31, 2023
SPV II  
Variable Interest Entity [Line Items]  
Initial ownership 49.00%
SPV II | Class A  
Variable Interest Entity [Line Items]  
Stem’s interest 100.00%
Distribution percentage, parent 10.00%
SPV II | Class B  
Variable Interest Entity [Line Items]  
Distribution percentage 90.00%
SPV III  
Variable Interest Entity [Line Items]  
Initial ownership 50.00%
SPV III | Class A  
Variable Interest Entity [Line Items]  
Distribution percentage 80.00%
Distribution percentage, parent 50.00%
SPV III | Class B  
Variable Interest Entity [Line Items]  
Stem’s interest 100.00%
Distribution percentage 20.00%
Distribution percentage, parent 100.00%
SPV IV  
Variable Interest Entity [Line Items]  
Initial ownership 50.00%
SPV IV | Class A  
Variable Interest Entity [Line Items]  
Distribution percentage 97.50%
SPV IV | Class B  
Variable Interest Entity [Line Items]  
Stem’s interest 100.00%
Distribution percentage, parent 2.50%
COPEC  
Variable Interest Entity [Line Items]  
Initial ownership 49.00%
COPEC | Class A  
Variable Interest Entity [Line Items]  
Stem’s interest 100.00%
v3.24.0.1
SPECIAL PURPOSE ENTITIES - Investment in Unconsolidated SPE (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Class of Warrant or Right [Line Items]    
Total equity method investments $ 2,094 $ 1,971
Variable Interest Entity, Not Primary Beneficiary    
Class of Warrant or Right [Line Items]    
Total equity method investments 2,094 1,971
SPV II | Variable Interest Entity, Not Primary Beneficiary    
Class of Warrant or Right [Line Items]    
Total equity method investments 0 0
SPV III | Variable Interest Entity, Not Primary Beneficiary    
Class of Warrant or Right [Line Items]    
Total equity method investments 390 439
SPV IV | Variable Interest Entity, Not Primary Beneficiary    
Class of Warrant or Right [Line Items]    
Total equity method investments 372 308
COPEC | Variable Interest Entity, Not Primary Beneficiary    
Class of Warrant or Right [Line Items]    
Total equity method investments 1,312 1,174
Other equity method investments | Variable Interest Entity, Not Primary Beneficiary    
Class of Warrant or Right [Line Items]    
Total equity method investments $ 20 $ 50
v3.24.0.1
SPECIAL PURPOSE ENTITIES - Financing Obligations Associated (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Variable Interest Entity [Line Items]    
Financing obligation, current portion $ 14,835 $ 15,720
Financing obligation, noncurrent 52,010 63,867
Variable Interest Entity, Not Primary Beneficiary    
Variable Interest Entity [Line Items]    
Financing obligation, current portion 14,835 15,720
Financing obligation, noncurrent $ 52,010 $ 63,867
v3.24.0.1
SPECIAL PURPOSE ENTITIES - Carrying Value of Energy Storage System Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Variable Interest Entity [Line Items]    
Deferred revenue, current portion $ 53,997 $ 64,311
Deferred revenue, noncurrent 88,650 73,763
Variable Interest Entity, Not Primary Beneficiary    
Variable Interest Entity [Line Items]    
Energy storage systems, net 67,719 76,617
Deferred revenue, current portion 4,712 4,943
Deferred revenue, noncurrent 8,641 10,682
Other liabilities $ 3,480 $ 3,763
v3.24.0.1
NET LOSS PER SHARE - Basic and Diluted Net Loss per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Numerator - Basic and Diluted:      
Net loss attributable to common stockholders, basic $ (140,413) $ (124,054) $ (101,211)
Net loss attributable to common stockholders, diluted $ (140,413) $ (124,054) $ (101,211)
Denominator:      
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) 155,583,957 153,413,743 105,561,139
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) 155,583,957 153,413,743 105,561,139
Net loss per share attributable to common stockholders, basic (in dollars per share) $ (0.90) $ (0.81) $ (0.96)
Net loss per share attributable to common stockholders, diluted (in dollars per share) $ (0.90) $ (0.81) $ (0.96)
v3.24.0.1
NET LOSS PER SHARE - Antidilutive Securities (Details) - shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive shares (in shares) 64,004,186 30,696,050 26,320,206
Outstanding 2028 Convertible Notes      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive shares (in shares) 10,157,181 15,730,390 15,730,390
Outstanding 2030 Convertible Notes      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive shares (in shares) 33,673,584 0 0
Outstanding stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive shares (in shares) 9,011,616 8,243,637 8,766,466
Outstanding warrants      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive shares (in shares) 2,533 2,533 23,673
Outstanding RSUs      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive shares (in shares) 11,159,272 6,719,490 1,799,677
v3.24.0.1
INCOME TAXES - Components of Income Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Domestic $ (138,934) $ (137,164) $ (101,211)
Foreign (1,046) (2,051) 0
Loss before (provision for) benefit from income taxes $ (139,980) $ (139,215) $ (101,211)
v3.24.0.1
INCOME TAXES - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Contingency [Line Items]      
Income tax expense $ 433 $ (15,161) $ 0
NOL carryforwards   97,000  
Valuation allowance 168,304 140,636  
Uncertain tax positions 300 700  
Domestic Tax Authority      
Income Tax Contingency [Line Items]      
Income tax expense 0 0 $ 0
NOL carryforwards 459,800 409,800  
Domestic Tax Authority | Research Tax Credit Carryforward      
Income Tax Contingency [Line Items]      
Tax credit carryforward 0 700  
State and Local Jurisdiction      
Income Tax Contingency [Line Items]      
NOL carryforwards 377,600 353,200  
State and Local Jurisdiction | Research Tax Credit Carryforward      
Income Tax Contingency [Line Items]      
Tax credit carryforward, subject to expiration 700 700  
Foreign Tax Authority      
Income Tax Contingency [Line Items]      
NOL carryforwards $ 28,100 $ 23,500  
v3.24.0.1
INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current:      
Federal $ 0 $ (24) $ 0
State 490 184 0
Foreign 381 188 0
Total current 871 348 0
Deferred:      
Federal (294) (12,448) 0
State (41) (3,021) 0
Foreign (103) (40) 0
Total deferred (438) (15,509) 0
Total provision for income taxes $ 433 $ (15,161) $ 0
v3.24.0.1
INCOME TAXES - Provision (Benefit) of Income Taxes Federal Statutory Rate (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Statutory rate 21.00% 21.00% 21.00%
State tax (0.32%) 2.04% 3.15%
Foreign income and withholding taxes (0.36%) (0.42%) 1.61%
Stock-based compensation (1.48%) (0.51%) 6.17%
Change in fair value of warrants 0.00% 0.00% 0.71%
Other (3.16%) (2.26%) (1.19%)
Non-deductible interest expense (0.85%) (0.96%) (2.53%)
Valuation allowance (15.14%) (8.00%) (28.92%)
Total (0.31%) 10.89% 0.00%
v3.24.0.1
INCOME TAXES- Deferred Tax Assets And Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Deferred tax assets:    
Net operating losses $ 134,340 $ 122,005
Tax credits 367 720
Depreciable assets 37 291
Operating lease liabilities 2,808 3,234
Accruals and allowances 3,708 3,004
Stock-based compensation 8,088 3,549
Deferred revenue 33,894 34,575
Interest expense 2,831 1,245
Other 4,498 1,967
Total gross deferred tax assets 190,571 170,590
Less: Valuation allowance (168,304) (140,636)
Net deferred tax assets 22,267 29,954
Deferred tax liabilities:    
Amortization of asset retirement obligation (675) (634)
Intangibles (18,926) (26,319)
Right-of-use assets (2,523) (2,961)
Total gross deferred tax liabilities (22,124) (29,914)
Net deferred taxes $ 143 $ 40
v3.24.0.1
COMMITMENTS AND CONTINGENCIES (Details)
$ in Millions
Dec. 31, 2023
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Purchase obligations, term of less than 12 months $ 3.7
Purchase obligations, term of 12 months or longer 3.0
Loss contingency accrual amount $ 5.0
v3.24.0.1
EMPLOYER RETIREMENT PLAN (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Defined Contribution Plan Disclosure [Line Items]    
Employer match amount $ 2.2 $ 0.6
Minimum    
Defined Contribution Plan Disclosure [Line Items]    
Defer compensation, percentage 1.00%  
Maximum    
Defined Contribution Plan Disclosure [Line Items]    
Defer compensation, percentage 100.00%