Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 18, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38598 | ||
Entity Registrant Name | BLOOM ENERGY CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 77-0565408 | ||
Entity Address, Address Line One | 4353 North First Street | ||
Entity Address, City or Town | San Jose | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95134 | ||
City Area Code | 408 | ||
Local Phone Number | 543-1500 | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | ||
Trading Symbol | BE | ||
Security Exchange Name | NYSE | ||
Entity Central Index Key | 0001664703 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
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 | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for the 2021 Annual Meeting of Stockholders (the “2021 Proxy Statement”) are incorporated into Part III hereof. The 2021 Proxy Statement will be filed with the U.S. Securities and Exchange Commission ("SEC") within 120 days after the registrant’s year ended December 31, 2020. | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 144,033,720 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 27,799,886 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 246,947 | $ 202,823 |
Restricted cash | [1] | 52,470 | 30,804 |
Accounts receivable | [1] | 99,513 | 37,828 |
Inventories | 142,059 | 109,606 | |
Deferred cost of revenue | 41,469 | 58,470 | |
Customer financing receivable | [1] | 5,428 | 5,108 |
Prepaid expense and other current assets | [1] | 30,718 | 28,068 |
Total current assets | 618,604 | 472,707 | |
Property and equipment, net | [1] | 600,628 | 607,059 |
Operating lease right-of-use assets | 35,621 | 0 | |
Customer financing receivable, non-current | [1] | 45,268 | 50,747 |
Restricted cash, noncurrent | [1] | 117,293 | 143,761 |
Deferred cost of revenue, non-current | 2,462 | 6,665 | |
Other long-term assets | [1] | 34,511 | 41,652 |
Total assets | 1,454,387 | 1,322,591 | |
Current liabilities: | |||
Accounts payable | [1] | 58,334 | 55,579 |
Accrued warranty | 10,263 | 10,333 | |
Accrued expenses and other current liabilities | [1] | 112,004 | 70,284 |
Deferred revenue and customer deposits | [1] | 114,286 | 89,192 |
Operating lease liabilities | 7,899 | 0 | |
Financing obligations | 12,745 | 10,993 | |
Recourse debt | 0 | 304,627 | |
Non-recourse debt | [1] | 120,846 | 8,273 |
Recourse debt - related parties | 0 | 20,801 | |
Non-recourse debt from related parties | [1] | 0 | 3,882 |
Total current liabilities | 436,377 | 573,964 | |
Derivative liabilities | [1] | 4,989 | 17,551 |
Deferred revenue and customer deposits, non-current | [1] | 87,463 | 125,529 |
Operating lease liabilities, non-current | 41,849 | 0 | |
Financing obligations, non-current | 459,981 | 446,165 | |
Recourse debt, non-current | 168,008 | 75,962 | |
Non-recourse debt, non-current | [1] | 102,045 | 192,180 |
Non-recourse debt - related parties, non-current | [1] | 0 | 31,087 |
Other long-term liabilities | [1] | 12,279 | 28,013 |
Total liabilities | 1,312,991 | 1,490,451 | |
Commitments and contingencies (Note 14) | |||
Redeemable noncontrolling interest | 377 | 443 | |
Stockholders’ equity (deficit): | |||
Common stock | 17 | 12 | |
Additional paid-in capital | 3,182,753 | 2,686,759 | |
Accumulated other comprehensive income (loss) | (9) | 19 | |
Accumulated deficit | (3,103,937) | (2,946,384) | |
Total stockholders’ equity (deficit) | 78,824 | (259,594) | |
Noncontrolling interest | 62,195 | 91,291 | |
Total liabilities, redeemable noncontrolling interest, stockholders' equity (deficit) and noncontrolling interest | $ 1,454,387 | $ 1,322,591 | |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |||
Cash and cash equivalents | [1] | $ 246,947 | $ 202,823 | |||
Restricted cash, current | [1] | 52,470 | 30,804 | |||
Accounts receivable | [1] | 99,513 | 37,828 | |||
Customer financing receivable | [1] | 5,428 | 5,108 | |||
Prepaid expense and other current assets | [1] | 30,718 | 28,068 | |||
Property and equipment, net | [1] | 600,628 | 607,059 | |||
Non-current portion of net investment in sales-type leases | [1] | 45,268 | 50,747 | |||
Restricted cash, non-current | [1] | 117,293 | 143,761 | |||
Other long-term assets | [1] | 34,511 | 41,652 | |||
Accounts payable | [1] | 58,334 | 55,579 | |||
Accrued expenses and other current liabilities | 112,004 | [1] | $ 68,970 | 70,284 | [1] | |
Deferred revenue and customer deposits | [1] | 114,286 | 89,192 | |||
Non-recourse debt | [1] | 120,846 | 8,273 | |||
Non-recourse debt from related parties | [1] | 0 | 3,882 | |||
Derivative liabilities | [1] | 4,989 | 17,551 | |||
Deferred revenue and customer deposits, non-current | [1] | 87,463 | 125,529 | |||
Non-recourse debt, non-current | [1] | 102,045 | 192,180 | |||
Non-recourse debt - related parties, non-current | [1] | 0 | 31,087 | |||
Other long-term liabilities | 12,279 | [1] | $ 17,673 | 28,013 | [1] | |
Common stock | $ 17 | $ 12 | ||||
Class A common stock | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 | ||||
Common stock, outstanding (in shares) | 140,094,633 | 84,549,511 | ||||
Class B common stock | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 | ||||
Common stock, outstanding (in shares) | 27,908,093 | 36,486,778 | ||||
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 794,247 | $ 785,177 | $ 632,648 |
Cost of revenue | 628,454 | 687,590 | 526,898 |
Gross profit | 165,793 | 97,587 | 105,750 |
Operating expenses: | |||
Research and development | 83,577 | 104,168 | 89,135 |
Sales and marketing | 55,916 | 73,573 | 62,807 |
General and administrative | 107,085 | 152,650 | 118,817 |
Total operating expenses | 246,578 | 330,391 | 270,759 |
Loss from operations | (80,785) | (232,804) | (165,009) |
Interest income | 1,475 | 5,661 | 4,322 |
Interest expense | (76,276) | (87,480) | (97,021) |
Interest expense - related parties | (2,513) | (6,756) | (8,893) |
Other income (expense), net | (8,318) | 706 | (999) |
Loss on extinguishment of debt | (12,878) | 0 | 0 |
Gain (loss) on revaluation of embedded derivatives | 464 | (2,160) | (22,139) |
Loss before income taxes | (178,831) | (322,833) | (289,739) |
Income tax provision | 256 | 633 | 1,537 |
Net loss | (179,087) | (323,466) | (291,276) |
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (21,534) | (19,052) | (17,736) |
Net loss attributable to Class A and Class B common stockholders | (157,553) | (304,414) | (273,540) |
Less: deemed dividend to noncontrolling interest | 0 | (2,454) | 0 |
Net loss available to Class A and Class B common stockholders | $ (157,553) | $ (306,868) | $ (273,540) |
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted (in dollars per share) | $ (1.14) | $ (2.67) | $ (5.14) |
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic and diluted (in shares) | 138,722 | 115,118 | 53,268 |
Product | |||
Revenues | $ 518,633 | $ 557,336 | $ 400,638 |
Cost of revenue | 332,724 | 435,479 | 281,275 |
Installation | |||
Revenues | 101,887 | 60,826 | 68,195 |
Cost of revenue | 116,542 | 76,487 | 95,306 |
Service | |||
Revenues | 109,633 | 95,786 | 83,267 |
Cost of revenue | 132,329 | 100,238 | 100,689 |
Electricity | |||
Revenues | 64,094 | 71,229 | 80,548 |
Cost of revenue | $ 46,859 | $ 75,386 | $ 49,628 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (179,087) | $ (323,466) | $ (291,276) |
Other comprehensive income (loss), net of taxes: | |||
Unrealized gain (loss) on available-for-sale securities | (23) | 14 | 26 |
Change in derivative instruments designated and qualifying as cash flow hedges | (6,896) | (6,085) | 2,098 |
Other comprehensive income (loss), net of taxes | (6,919) | (6,071) | 2,124 |
Comprehensive loss | (186,006) | (329,537) | (289,152) |
Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests | (28,425) | (24,842) | (15,905) |
Comprehensive loss attributable to Class A and Class B stockholders | $ (157,581) | $ (304,695) | $ (273,247) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Redeemable Preferred Stock, Redeemable Noncontrolling Interest, Stockholders' Deficit and Noncontrolling Interest - USD ($) $ in Thousands | Total | Total Stockholders' Equity (Deficit) | Total Stockholders' Equity (Deficit)Cumulative effect upon adoption of new accounting standard | Convertible Redeemable Preferred Stock | Redeemable Noncontrolling Interest | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative effect upon adoption of new accounting standard | Noncontrolling Interest | Noncontrolling InterestCumulative effect upon adoption of new accounting standard | Class A common stock | Class A common stockTotal Stockholders' Equity (Deficit) | Class A common stockCommon Stock | Class A common stockAdditional Paid-In Capital | Class B common stock | Class B common stockTotal Stockholders' Equity (Deficit) | Class B common stockCommon Stock | Class B common stockAdditional Paid-In Capital | ||||
Beginning balance (in shares) at Dec. 31, 2017 | 71,740,162 | 10,353,269 | [1] | |||||||||||||||||||||
Beginning balance at Dec. 31, 2017 | $ (2,199,921) | $ 1,465,841 | $ 58,154 | $ 1 | [1],[2] | $ 150,804 | $ (162) | $ (2,350,564) | $ 155,372 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of Class A common stock upon public offering, net (in shares) | [1] | 20,700,000 | ||||||||||||||||||||||
Issuance of Class A common stock upon public offering, net | $ 282,276 | $ 2 | [1] | $ 282,274 | ||||||||||||||||||||
Issuance of common stock (in shares) | [1] | 166,667 | 5,734,440 | |||||||||||||||||||||
Issuance of common stock | 2,500 | 2,500 | $ 221,580 | $ 1 | [1] | $ 221,579 | ||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | [1] | 312,575 | ||||||||||||||||||||||
Conversion of notes (in shares) | (71,740,162) | 71,740,162 | [1] | |||||||||||||||||||||
Conversion of Notes | 1,465,841 | $ (1,465,841) | $ 7 | [1] | 1,465,834 | 0 | ||||||||||||||||||
Reclassification of redeemable convertible preferred stock warrant liability to additional paid-in capital | $ 882 | 882 | 882 | |||||||||||||||||||||
Reclassification of derivative liability into additional paid-in capital (as restated) | 177,963 | 177,963 | ||||||||||||||||||||||
Issuance of restricted stock awards (in shares) | [1] | 17,793 | ||||||||||||||||||||||
Issuance of restricted stock awards | 349 | 349 | ||||||||||||||||||||||
Exercise of stock options (in shares) | [1] | 396,277 | ||||||||||||||||||||||
Exercise of stock options | 1,521 | 1,521 | ||||||||||||||||||||||
Stock-based compensation | 177,646 | 177,646 | ||||||||||||||||||||||
Unrealized loss on available-for-sale securities | 26 | 26 | 26 | |||||||||||||||||||||
Change in effective portion of interest rate swap agreement | 2,098 | 267 | 2 | 267 | 1,829 | |||||||||||||||||||
Distributions to noncontrolling interests | 0 | (6,788) | (8,462) | |||||||||||||||||||||
Net loss | (291,276) | (273,540) | 5,893 | (273,540) | (23,629) | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 0 | 109,421,183 | [1] | |||||||||||||||||||||
Ending balance at Dec. 31, 2018 | (142,610) | $ 0 | 57,261 | $ 11 | [1] | 2,481,352 | 131 | (2,624,104) | 125,110 | |||||||||||||||
Ending balance (Accounting Standards Update 2014-09) at Dec. 31, 2018 | $ (17,996) | $ (17,996) | ||||||||||||||||||||||
Ending balance (Accounting Standards Update 2017-12) at Dec. 31, 2018 | $ 130 | $ 130 | $ (130) | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of common stock | 0 | |||||||||||||||||||||||
Conversion of notes (in shares) | [1] | 616,302 | ||||||||||||||||||||||
Conversion of Notes | 6,933 | 6,933 | ||||||||||||||||||||||
Reclassification of redeemable convertible preferred stock warrant liability to additional paid-in capital | 0 | |||||||||||||||||||||||
Issuance of restricted stock awards (in shares) | [1] | 8,921,807 | ||||||||||||||||||||||
Issuance of restricted stock awards | 1 | $ 1 | [1] | 0 | ||||||||||||||||||||
ESPP purchase (in shares) | [1] | 1,718,433 | ||||||||||||||||||||||
ESPP purchase | 11,183 | 11,183 | ||||||||||||||||||||||
Exercise of stock options (in shares) | [1] | 358,564 | ||||||||||||||||||||||
Exercise of stock options | 1,529 | 1,529 | ||||||||||||||||||||||
Stock-based compensation | 188,114 | 188,114 | ||||||||||||||||||||||
Unrealized loss on available-for-sale securities | 14 | 14 | 14 | |||||||||||||||||||||
Change in effective portion of interest rate swap agreement | (6,085) | (295) | (295) | (5,790) | ||||||||||||||||||||
Distributions to noncontrolling interests | 102 | (4,011) | 102 | (5,970) | ||||||||||||||||||||
Mandatory redemption of noncontrolling interests | (2,285) | (55,684) | (2,454) | 169 | ||||||||||||||||||||
Net loss | (323,466) | (304,414) | 2,877 | (304,414) | (21,929) | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | 121,036,289 | [1] | 84,549,511 | 36,486,778 | |||||||||||||||||||
Ending balance at Dec. 31, 2019 | (259,594) | $ 0 | 443 | $ 12 | [1] | 2,686,759 | 19 | (2,946,384) | 91,291 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Conversion of notes (in shares) | [1] | 35,881,250 | ||||||||||||||||||||||
Conversion of Notes | 300,852 | $ 4 | 300,848 | 0 | ||||||||||||||||||||
Issuance of convertible notes | 126,799 | 126,799 | ||||||||||||||||||||||
Adjustment of embedded derivative for debt modification | (24,071) | (24,071) | ||||||||||||||||||||||
Reclassification of redeemable convertible preferred stock warrant liability to additional paid-in capital | 0 | |||||||||||||||||||||||
Issuance of restricted stock awards (in shares) | [1] | 7,806,038 | ||||||||||||||||||||||
Issuance of restricted stock awards | 1 | $ 1 | [1] | 0 | ||||||||||||||||||||
ESPP purchase (in shares) | [1] | 1,937,825 | ||||||||||||||||||||||
ESPP purchase | 8,499 | 8,499 | 0 | |||||||||||||||||||||
Exercise of stock options (in shares) | [1] | 1,341,324 | ||||||||||||||||||||||
Exercise of stock options | 14,988 | 14,988 | 0 | |||||||||||||||||||||
Stock-based compensation | 68,931 | 68,931 | 0 | |||||||||||||||||||||
Unrealized loss on available-for-sale securities | (23) | (23) | (23) | 0 | ||||||||||||||||||||
Change in effective portion of interest rate swap agreement | (6,896) | (5) | (5) | (6,891) | ||||||||||||||||||||
Distributions to noncontrolling interests | 0 | (45) | 0 | (7,205) | ||||||||||||||||||||
Contribution from noncontrolling interest | 6,513 | |||||||||||||||||||||||
Net loss | $ (179,087) | (157,553) | (21) | (157,553) | (21,513) | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 168,002,726 | [1] | 140,094,633 | 27,908,093 | |||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 78,824 | $ 0 | $ 377 | $ 17 | [1] | $ 3,182,753 | $ (9) | $ (3,103,937) | $ 62,195 | |||||||||||||||
[1] | Common Stock issued and converted to Class A Common and Class B Common effective July 2018 | |||||||||||||||||||||||
[2] | Common Stock issued and converted to Class A Common and Class B Common effective July 2018. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (179,087) | $ (323,466) | $ (291,276) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 52,279 | 78,584 | 53,887 |
Non-Cash Lease Expense | 5,328 | ||
Write-off of property, plant and equipment, net | 38 | 3,117 | 939 |
Impairment of equity method investment | 4,236 | 11,302 | 0 |
Write-off of PPA II and PPA IIIb decommissioned assets | 0 | 70,543 | 0 |
Debt make-whole expense | 0 | 5,934 | 0 |
Revaluation of derivative contracts | (497) | 2,779 | 29,021 |
Stock-based compensation | 73,893 | 196,291 | 168,482 |
Loss on long-term REC purchase contract | 72 | 53 | 200 |
Revaluation of stock warrants | 0 | 0 | (9,108) |
Loss on extinguishment of debt | 11,785 | 0 | 0 |
Amortization of debt issuance and premium cost, net | 6,455 | 22,130 | 25,437 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (61,685) | 51,952 | (55,023) |
Inventories | (33,004) | 18,425 | (36,974) |
Deferred cost of revenue | 19,910 | (21,992) | 14,223 |
Customer financing receivable and other | 5,159 | 5,520 | 4,878 |
Prepaid expenses and other current assets | (3,124) | 8,643 | (8,032) |
Other long-term assets | 2,904 | 3,618 | (202) |
Accounts payable | (620) | (11,310) | 18,307 |
Accrued warranty | (241) | (6,603) | 1,498 |
Accrued expenses and other current liabilities | 17,753 | 6,728 | (5,984) |
Deferred revenue and customer deposits | (12,972) | 37,146 | (21,774) |
Operating lease liabilities | (2,855) | 0 | 0 |
Other long-term liabilities | (4,523) | 4,376 | 19,553 |
Net cash provided by (used in) operating activities | (98,796) | 163,770 | (91,948) |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (37,913) | (51,053) | (45,205) |
Payments for acquisition of intangible assets | 0 | 0 | (3,256) |
Purchase of marketable securities | 0 | 0 | (103,914) |
Proceeds from maturity of marketable securities | 0 | 104,500 | 27,000 |
Net cash provided by (used in) investing activities | (37,913) | 53,447 | (125,375) |
Cash flows from financing activities: | |||
Proceeds from issuance of debt | 300,000 | 0 | 0 |
Proceeds from issuance of debt to related parties | 30,000 | 0 | 0 |
Repayment of debt | (176,522) | (119,277) | (18,770) |
Repayment of debt to related parties | (2,105) | (2,200) | (1,390) |
Debt make-whole payment | 0 | (5,934) | 0 |
Debt issuance costs | (13,247) | 0 | 0 |
Proceeds from financing obligations | 26,279 | 72,334 | 70,265 |
Repayment of financing obligations | (10,756) | (8,954) | (6,188) |
Contribution from noncontrolling interest | 6,513 | 0 | 0 |
Payments to noncontrolling and redeemable noncontrolling interests | 0 | (56,459) | 0 |
Distributions to noncontrolling and redeemable noncontrolling interests | (7,622) | (12,537) | (15,250) |
Proceeds from issuance of common stock | 23,491 | 12,713 | 1,521 |
Proceeds from public offerings, net of underwriting discounts and commissions | 0 | 0 | 292,529 |
Payments of initial public offering issuance costs | 0 | 0 | (5,521) |
Net cash provided by (used in) financing activities | 176,031 | (120,314) | 317,196 |
Net increase in cash, cash equivalents, and restricted cash | 39,322 | 96,903 | 99,873 |
Beginning of period | 377,388 | 280,485 | 180,612 |
End of period | 416,710 | 377,388 | 280,485 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 71,651 | 69,851 | 59,549 |
Operating cash flows from operating leases | 2,855 | 0 | 0 |
Operating cash flows from financing leases | 16 | 0 | 0 |
Financing cash flows from financing leases | 45 | 0 | 0 |
Cash paid during the period for income taxes | 371 | 860 | 1,748 |
Non-cash investing and financing activities: | |||
Liabilities recorded for property, plant and equipment | 7,175 | 1,745 | 12,236 |
Operating lease liabilities arising from obtaining right-of-use assets upon adoption of new lease guidance | 39,775 | ||
Recognition of operating lease right-of-use asset during the year | 12,829 | ||
Recognition of financing lease right-of-use asset during the year | 385 | ||
Liabilities recorded for noncontrolling and redeemable noncontrolling interest | 0 | 0 | 3,180 |
Reclassification of redeemable convertible preferred stock warrant liability to additional paid-in capital | 0 | 0 | 882 |
Conversion of redeemable convertible preferred stock into additional paid-in capital | 0 | 0 | 1,465,841 |
Conversion of 6% and 8% convertible promissory notes into additional paid-in capital to related parties | 0 | 6,933 | 40,110 |
Conversion of 10% convertible promissory notes to related party into Class A common stock | 50,800 | 0 | 0 |
Reclassification of derivative liability into additional paid-in capital | 0 | 0 | 177,208 |
Reclassification of prior year prepaid initial public offering costs to additional paid-in capital | 0 | 0 | 4,732 |
Accrued distributions to equity investors | 0 | 373 | 576 |
Accrued interest for notes | 1,298 | 1,812 | 19,041 |
Accrued interest for notes to related parties | 0 | 0 | 2,733 |
Adjustment of embedded derivative related to debt extinguishment | 24,071 | 0 | 0 |
Convertible Promissory Notes, Interest Rate at 8% | Convertible promissory notes | |||
Non-cash investing and financing activities: | |||
Conversion of convertible promissory note into equity | 0 | 0 | 181,469 |
Convertible Promissory Notes Interest Rate 10% Due December 2021 | Convertible promissory notes | |||
Non-cash investing and financing activities: | |||
Conversion of convertible promissory note into equity | $ 252,797 | $ 0 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - Convertible promissory notes | Dec. 31, 2020 |
10% convertible promissory notes | |
Interest rate percentage | 10.00% |
Affiliated entity | Convertible Promissory Notes due December 2019, Recourse | |
Interest rate percentage | 8.00% |
Affiliated entity | 6% Notes | |
Interest rate percentage | 6.00% |
Nature of Business, Liquidity,
Nature of Business, Liquidity, Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Liquidity, Basis of Presentation | Nature of Business, Liquidity and Basis of Presentation Nature of Business We design, manufacture, sell and, in certain cases, install solid-oxide fuel cell systems ("Energy Servers") for on-site power generation. Our Energy Servers utilize an innovative fuel cell technology and provide efficient energy generation with reduced operating costs and lower greenhouse gas emissions as compared to conventional fossil fuel generation. By generating power where it is consumed, our energy producing systems offer increased electrical reliability and improved energy security while providing a path to energy independence. Liquidity We have generally incurred operating losses and negative cash flows from operations since our inception. As of December 31, 2019, we had $401.4 million of total outstanding recourse debt, of which $273.4 million of 6% Convertible Promissory Notes ("6% Convertible Notes") were to mature on in December 2020. With the series of new debt offerings, debt extensions and conversions to equity that we completed during 2020, we had $168.0 million of total outstanding recourse debt as of December 31, 2020, all of which is classified as long-term debt. There is also no recourse debt repayment required in the next 12 months, and scheduled debt repayments will commence in June 2022. The impact of the COVID-19 pandemic on our ability to execute our business strategy and on our financial position and results of operations remains uncertain. Our future cash flow requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds, the expansion of sales and marketing activities, market acceptance of our product, our ability to secure financing for customer use, the timing of installations, and overall economic conditions including the impact of COVID-19 on our ongoing and future operations. In the opinion of management, the combination of our existing cash and cash equivalents and operating cash flows is expected to be sufficient to meet our operational and capital cash flow requirements and other cash flow needs for the next 12 months from the date of issuance of this Annual Report on Form 10-K. Correction of Previously Issued Consolidated Financial Statements In preparation of the condensed consolidated financial statements for the three months ended March 31, 2020, errors in our Condensed Consolidated Statements of Comprehensive Loss were discovered. In the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2019 and 2018, Comprehensive Loss as previously reported was understated by $5.8 million and overstated by $1.8 million, respectively. In addition, the reconciliation of Comprehensive Loss to Comprehensive Loss Attributable to Class A and Class B Stockholders was erroneously omitted. Management evaluated the impact of these errors to the previously issued financial statements and concluded the impacts were not material. The Consolidated Statements of Comprehensive Loss for the years ended December 31, 2019 and 2018 have been revised to correct the errors described above. Basis of Presentation We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the United States (“U.S. GAAP”). All intercompany transactions and balances have been eliminated upon consolidation. Principles of Consolidation These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for each of our variable interest entities ("VIEs"), which we refer to as a tax equity partnership (each such VIE, also referred to as our power purchase agreement entities ("PPA Entities")). This approach focuses on determining whether we have the power to direct those activities of the PPA Entities that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPA Entities. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entities, as discussed in Note 13 - P ortfolio Financing s . We evaluate our relationships with the PPA Entities on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. We do not consolidate Third Party PPAs as we have determined that, although these entities are variable interest entities, we are not the primary beneficiary as we do not have the power to direct those activities of the Third Party PPAs that most significantly affect their economic performance and we do not have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the Third Party PPAs. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, including material rights estimates, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments. Other accounting estimates include variable consideration relating to product performance guaranties, assumptions to compute the fair value of debt financings, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates for recapture of the U.S. investment tax credit and similar federal tax benefits, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, and stock-based compensation costs. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including sales, expenses, our allowance for doubtful accounts, stock-based compensation, the carrying value of our long-lived assets, inventory, financial assets, and valuation allowances for tax assets, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning the COVID-19 pandemic and the actions taken to contain it or treat it, as well as the economic impact on local, regional, national and international customers, suppliers and markets. We have made estimates of the impact of COVID-19 within our consolidated financial statements and there may be changes to those estimates in future periods as new information becomes available. Actual results could differ materially from these estimates under different assumptions and conditions. Concentration of Risk Geographic Risk - The majority of our revenue and long-lived assets are attributable to operations in the United States for all periods presented. Additionally, we sell our Energy Servers in Japan, India, and the Republic of Korea (collectively, the "Asia Pacific region"). In the year ended December 31, 2020, 2019 and 2018, total revenue in the Asia Pacific region was 35%, 23% and 14%, respectively, of our total revenue. Credit Risk - At December 31, 2020, one customer, SK Engineering and Construction Co., Ltd. ("SK E&C"), accounted for approximately 56% of accounts receivable. At December 31, 2019, two customers, Costco Wholesale Corporation and The Kraft Group LLC, accounted for approximately 19% and 17% of accounts receivable, respectively. To date, we have not experienced any credit losses. Customer Risk - In the year ended December 31, 2020, revenue from two customers, SK E&C and Duke Energy Corporation, accounted for approximately 34% and 28%, respectively, of our total revenue. In the year ended December 31, 2019, revenue from two customers, The Southern Company and SK E&C, accounted for approximately 34% and 23%, respectively, of our total revenue. In the year ended December 31, 2018, revenue from customer The Southern Company accounted for approximately 51% of our total revenue. Duke Energy and The Southern Company each indirectly own Operating Companies which are party to a portfolio of power purchase agreements (each, a “PPA”). Each Operating Company purchased the Energy Servers contemplated by each PPA from us. The sale of an Operating Company with a portfolio of PPAs in which we have no equity interest is called a “Third-Party PPA.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue Recognition We primarily earn product and installation revenue from the sale and installation of our Energy Servers, service revenue by providing services under operations and maintenance services contracts and electricity revenue by selling electricity to customers under PPAs. We offer our customers several ways to finance their use of a Bloom Energy Server. Customers, including some of our international channel providers and Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into service contracts with us for the purchase of electricity generated by our Energy Servers (a "Managed Services Arrangement"), which is then financed through one of our financing partners ("Managed Services Financing"), or as a traditional lease. Finally, customers may purchase electricity through our PPA Entities ("Portfolio Financings"). Revenue Recognition Under ASC 606 Revenue from Contracts with Customers In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). We adopted ASU 2014-09 and its related amendments (collectively, “ASC 606”) as of January 1, 2019 using the modified retrospective method. In applying ASC 606, revenue related to contracts with customers is recognized by following a five-step process: Identify the contract(s) with a customer. Evidence of a contract generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement. Identify the performance obligations in the contract. Performance obligations are identified in our contracts and include transferring control of an Energy Server, installation of Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights. Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance penalties that may be payable to our customers. Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract. Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer. We frequently combine contracts governing the sale and installation of an Energy Server with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Server is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606. Most of our contracts contain performance obligations with a combination of our Energy Server product, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations. The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method. We also consider the customers’ rights of return in determining the transaction price where applicable. We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue and general and administrative operating expense. We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell an Energy Server with a maintenance services agreement and have not provided maintenance services to a customer who does not have use of an Energy Server, standalone selling prices are estimated using a cost-plus approach. Costs relating to Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the Energy Servers which may vary with the size of the customer, geographic region and the scale of the Energy Server deployment. As our business offerings and eligibility for the Investment Tax Credit ("ITC") evolve over time, we may be required to modify the expected margin in subsequent periods and our revenue could be adversely affected. Costs relating to installation include all direct and indirect installation costs. The margin we apply reflects our profit objectives relating to installation. Costs for maintenance services arrangements are estimated over the life of the maintenance contracts and include estimated future service costs and future material costs. Material costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. After considering the total service costs, we apply a lower margin to our service costs than to our Energy Servers as it best reflects our long-term service margin expectations and comparable historical industry service margins. As a result, our estimate of our selling price is driven primarily by our expected margin on both the Energy Server and the maintenance services agreements based on their respective costs or, in the case of maintenance services agreements, the estimated costs to be incurred. We recognize product and installation revenue at the point in time that the Customer obtains control of the Energy Server. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities. Amounts billed to customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling fees are recorded as revenue and the related cost is a cost to fulfill the contract that is recognized within costs of goods sold. The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows: Product Revenue - All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on Third-Party PPAs, international channel providers and traditional lease customers. We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance which is when the system has been installed and is running at full power or, in the case of sales to our international channel providers, based upon shipment terms. Under our traditional lease financing option, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined Installation Revenue - Nearly all of our installation revenue relates to the installation of Energy Servers sold to customers as part of a direct purchase and to financing parties as part of a traditional lease, Managed Services Financing, or Portfolio Financing. Generally, we recognize installation revenue when the system has been installed and is running at full power. Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred. Service Revenue - Service revenue is generated from maintenance services agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following acceptance. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation - being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year. Service revenue is recognized ratably over the term of the first or renewed one-year service period. Given our customers' renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Server. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material right over the period in which such rights are exercised. Payments from customers for the extended maintenance contracts are received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed. Electricity Revenue - We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA entities. Our PPA Entities purchase Energy Servers from us and sell electricity produced by these systems to customers through long-term PPAs. Customers are required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs' contractual term. In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment”. As the Energy Servers were determined not to be integral equipment, we determine if the leaseback was classified as a financing lease or an operating lease. Under ASC 840 Leases , ("ASC 840"), our Managed Services Agreements with the financiers were classified as capital leases and were accordingly recorded as financing transactions, while the sub-lease arrangements with the end customer were classified as operating leases. We have determined that the financiers are our customers in our Managed Services Agreements. In these Managed Services Financings, we enter into an agreement with a customer for a certain term. In exchange for the use of the Energy Server and its generated electricity, the customer makes a monthly payment. The customer's monthly payment includes a fixed monthly capacity-based payment, and in some cases also includes a performance-based payment based on the performance of the Energy Server. The fixed capacity-based payments made by the customer are applied toward our obligation to pay down the financing obligation with the financier. The performance-based payment is transferred to us as compensation for operations and maintenance services and is recognized as electricity revenue. We allocate the total payments received based on the relative standalone selling prices to electricity revenue and to service revenue. Electricity revenue relating to PPAs was typically accounted for in accordance with ASC 840, and service revenue in accordance with ASC 606. We adopted ASC 842 Leases , ("ASC 842") with effect from January 1, 2020. Under ASC 842, our Managed Services Agreements with the financier continue to be accounted for as financing transactions because the repurchase options in these agreements prevent the transfer of control of the systems to the financier. We also determined that the sub-lease arrangements with the customer are not within the scope of ASC 842 because the customer does not have the right to control the use of the underlying assets (i.e., the Energy Servers). Accordingly, for transactions entered into on or after January 1, 2020 such arrangements with customers are accounted for under ASC 606. Under ASC 606, we recognize revenue for the electricity generated as electricity revenue. Transactions entered into with customers prior to January 1, 2020 carried over their classification as operating leases and continue to be accounted for consistent with prior years as described in the paragraph above. Refer below under Accounting Guidance Implemented in 2020 for further discussion regarding our managed services arrangements. We recognize revenue from the satisfaction of performance obligations under our PPAs and Managed Services Financings as the electricity is provided over the term of the agreement in the amount invoiced, which reflects the amount of consideration to which we have the right to invoice and which corresponds to the value transferred under such arrangements. Contract Modifications Contract modifications are accounted for as separate contracts if the additional products and services are distinct and priced at standalone selling prices. If the additional products and services are distinct, but not priced at standalone selling prices, the modification is treated as a termination of the existing contract and the creation of a new contract. If the additional products and services are not distinct within the context of the contract, the modification is combined with the original contract and either an increase or decrease in revenue is recognized on the modification date. Deferred Revenue We recognize a contract liability (referred to as deferred revenue in our consolidated financial statements) when we have an obligation to transfer products or services to a customer in advance of us satisfying a performance obligation and the contract liability is reduced as performance obligations are satisfied and revenue is recognized. The related cost of such product is deferred as a component of deferred cost of revenue in the consolidated balance sheets. Prior to shipment of the product or the commencement of performance of maintenance services, any prepayment made by the customer is recorded as a customer deposit. Deferred revenue related to material rights for options to renew are recognized in revenue over the maintenance services period. A description of the principal activities from which we recognize cost of revenues associated with each of our revenue streams are classified as follows: Cost of Product Revenue - Cost of product revenue consists of costs of our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. Warranty costs are also included in cost of product revenue, see Warranty Costs below. Cost of Installation Revenue - Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs and traditional lease customers. It includes costs paid to our materials and service providers, personnel costs, shipping costs, and allocated costs. Cost of Service Revenue - Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes personnel costs for our customer support organization, certain allocated costs and extended maintenance-related product repair and replacement costs. Cost of Electricity Revenue - Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities and the cost of gas purchased in connection with our first PPA Entity. The cost of electricity revenue is generally recognized over the term of the Managed Services agreement or customer’s PPA contract. The cost of depreciation of the Energy Servers is reduced by the amortization of any U.S. Treasury Department grant payment in lieu of the energy investment tax credit associated with these systems. Revenue Recognized from Portfolio Financings Through PPA Entities (See Note 13 - P ortfolio Financing s In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. This program was financed by the sale of an Operating Company counter-party to a portfolio of PPAs to a PPA Entity. The investors in a PPA Entity contribute cash to the PPA Entity in exchange for an equity interest, which then allows the PPA Entity to purchase the Operating Company and the Energy Servers contemplated by the portfolio of PPAs owned by such Operating Company. The cash contributions held are classified as short-term or long-term restricted cash according to the terms of each PPA Entity's governing documents. As we identified customers, the Operating Company entered into a PPA with the customer pursuant to which the customer agreed to purchase the power generated by one or more Energy Servers at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the consolidated statements of operations. Sales-type Leases - Certain Portfolio Financings with PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840. The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842. See additional discussion below under Accounting Guidance Implemented in 2020 . We are responsible for the installation, operation and maintenance of the Energy Servers at the customers' sites, including running the Energy Servers during the term of the PPA which ranges from 10 to 15 years. Based on the terms of the PPAs, we may also be obligated to supply fuel for the Energy Servers. The amount billed for the delivery of electricity to customers primarily consists of returns on the amounts financed including interest revenue, service revenue and fuel revenue for certain arrangements. As the Portfolio Financings through PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received is allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements include the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements include service, fuel and interest related to the leased systems. Service revenue and fuel revenue are recognized over the term of the PPA as electricity is generated. For those transactions that contain a lease, the interest component related to the leased system is recognized as interest revenue over the life of the lease term. The customer has the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term. Service revenue related to sales-type leases of $2.3 million, $2.9 million, and $3.4 million for the years ended December 31, 2020, 2019 and 2018, respectively, is included in electricity revenue in the consolidated statements of operations. We have not entered into any new Portfolio Financing arrangements through PPA Entities during the last three years. Accordingly, there was no product revenue for such arrangements during the years ended December 31, 2020, 2019, or 2018. Operating Leases - Certain Portfolio Financings with PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance, but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements were carried over and accounted for as operating leases under ASC 842. See additional discussion below under Accounting Guidance Implemented in 2020. Revenue under these arrangements is recognized as electricity sales and service revenue and is provided to the customer at rates specified under the PPAs. During the years ended December 31, 2020, 2019, and 2018, revenue from electricity sales from these Portfolio Financings with PPA Entities amounted to $27.7 million, $29.7 million, and $30.9 million, respectively. During the years ended December 31, 2020, 2019, and 2018, service revenue amounted to $13.8 million, $14.6 million, and $15.2 million, respectively. Prior to Adoption of ASC 606 Revenue from Contracts with Customers Prior to the adoption of ASC 606, we recognized revenue from contracts with customers for the sales of products, installation and services in accordance with ASC 605-25, Revenue Recognition for Multiple-Element Arrangements. Revenue from the sale and installation of Energy Servers was recognized when all of the following criteria were met: • Persuasive evidence of an arrangement existed. We relied upon non-cancelable sales agreements and purchase orders to determine the existence of an arrangement. • Delivery and acceptance had occurred. We used shipping documents and confirmation from our installations team that the deployed systems were running at full power as defined in each contract to verify delivery and acceptance. • The fee was fixed or determinable. We assessed whether the fee was fixed or determinable based on the payment terms associated with the transaction. • Collectability was reasonably assured. We assessed collectability based on the customer’s credit analysis and payment history. When these criteria were met, we allocated revenue to each element of the customer arrangement (product, installation and services) based on an estimated selling price at the arrangement inception. The estimated selling price for each element was based upon the following hierarchy: vendor-specific objective evidence ("VSOE") of selling price, if available; third-party evidence ("TPE") of selling price, if VSOE of selling price is not available; or best estimate of selling price ("BESP") if neither VSOE of selling price nor TPE of selling price are available. We limited the amount of revenue recognized for delivered elements to an amount that was not contingent upon future delivery of additional products or services or upon meeting any specified performance conditions. We had not been able to obtain reliable evidence of the selling price of the standalone Energy Server. Given that we typically sold an Energy Server with a maintenance service agreement and had not provided maintenance services to a customer who did not have use of an Energy Server, we had no evidence of selling prices for either and virtually no customers had elected to cancel their maintenance service agreements while continuing to operate the Energy Servers. Our objective was to determine the price at which we would have transacted business if the items were being sold separately. As a result, our estimate of our selling price was driven primarily by our expected margin on both the Energy Server and installation based on their respective costs and, in the case of maintenance service agreements, the estimated costs to be incurred during the expected service period. Costs for Energy Servers included all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then applied a margin to the Energy Servers and to expected installation costs to determine the selling price to be used in our BESP model. Costs for maintenance services arrangements were estimated over the expected life of the maintenance contracts and included estimated future service costs and future material costs. Material costs over the expected period of the service arrangement were impacted significantly by the longevity of the fuel cells themselves. After considering the total service costs, we applied a lower margin to our service costs than to our Energy Servers as it best reflected our long-term service margin expectations. Incentives and Grants Tariff Agreement - One of our PPA entities entered into an agreement with Delmarva Power and Light ("Delmarva"), an energy company that supplies electricity and natural gas to its customers, PJM Interconnection ("PJM"), a regional transmission organization, and the State of Delaware under which PPA II provided the energy generated from its Energy Servers to PJM and received a tariff as collected by Delmarva. Revenue at the tariff rate was recognized as electricity sales and service revenue as it was generated over the term of the arrangement until the final repowering in December 2019. Revenue relating to power generation at the Delmarva sites of zero, $11.3 million, and $23.0 million for the years ended December 31, 2020, 2019, and 2018, respectively, is included in electricity sales in the consolidated statements of operations. Revenue relating to power generation at the Delmarva sites of zero, $6.8 million, and $13.7 million for the years ended December 31, 2020, 2019, and 2018, respectively, is included in service revenue in the consolidated statements of operations. Investment Tax Credits - Through December 31, 2016, our Energy Servers were eligible for federal ITCs that accrued to eligible property under Internal Revenue Code Section 48. Under our Portfolio Financings with PPA Entities, ITCs are primarily passed through to Equity Investors with approximately 1% to 10% of incentives received by us. These incentives are accounted for by using the flow-through method. On February 9, 2018, the U.S. Congress passed legislation to extend the federal ITCs for fuel cell systems applicable retroactively to January 1, 2017. On December 21, 2020, the U.S. Congress passed legislation to extend the federal ITCs at a rate of 26% for a further two years. The ITC program has operational criteria for the first five years after the qualified equipment is placed in service. If the qualified energy property is disposed or otherwise ceases to be investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the federal tax incentives. No recapture has occurred during the years ended December 31, 2020, 2019 and 2018. Recapture of federal tax incentives, including the investment tax credit, and Indemnifications Our Energy Servers are eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed or otherwise ceases to be qualified investment credit property before the close of the five year recapture period is fulfilled, it could result in a partial reduction of the ITC. Our sale of Energy Servers to PPA Entities and pursuant to Third-Party PPAs, in each case pursuant to a Portfolio Financing, were by the PPA Entities or tax equity partnerships in which we did not have an equity interest (such transaction, a "Third-Party PPA" and the tax equity partnership purchaser, an "Investment Company") and, therefore, the PPA Entities or Investment Companies, as the case may be, bear the risk of recapture if the assets placed in service do not meet the ITC operational criteria in the future. As part of our upgrade of Energy Servers during 2019, we have agreed to indemnify our customer for up to $108.7 million should benefits expected from anticipated ITC and established tariffs fail to occur. We believe these events to be less than likely to occur and have not established financial reserves. Warranty Costs We generally warrant our products sold to our customers, international channel providers, and financing parties for t |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Deferred Revenue and Customer Deposits Deferred revenue and customer deposits as of December 31, 2020 and 2019 consists of the following (in thousands): December 31, 2020 2019 Deferred revenue $ 135,578 $ 175,619 Customer deposits 66,171 39,101 Deferred revenue and customer deposits $ 201,749 $ 214,720 Deferred revenue activity during the years ended December 31, 2020 and 2019 consists of the following (in thousands): Years Ended 2020 2019 Beginning balance $ 175,619 $ 149,612 Additions 652,960 709,843 Revenue recognized (693,001) (683,836) Ending balance $ 135,578 $ 175,619 Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The significant component of deferred revenue at the end of the period consists of performance obligations relating to the provision of maintenance services under current contracts and future renewal periods. These obligations provide customers with material rights over a period that we estimate will be largely commensurate with the period of their expected use of the associated Energy Server. As a result, we expect to recognize these amounts as revenue over a period of up to 21 years, predominantly on a cost-to-cost basis that reflects the cost of providing these services. Deferred revenue also includes performance obligations relating to product acceptance and installation. A significant amount of this deferred revenue is reflected as additions and revenue recognized in the same period and we expect to recognize all amounts within a year. During the year ended December 31, 2020, we recognized $14.2 million of previously deferred revenue that was not associated with acceptances or service in the year as a result of a modification of a contract with a customer. We do not disclose the value of the unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. We disaggregate revenue from contracts with customers into four revenue categories: (i) product, (ii) installation, (iii) services, and (iv) electricity (in thousands): Years Ended 2020 2019 2018 Under ASC 606 With Adoption of ASC 606 Under ASC 605 Revenue from contracts with customers: Product revenue $ 518,633 $ 557,336 $ 400,638 Installation revenue 101,887 60,826 68,195 Services revenue 109,633 95,786 83,267 Electricity revenue — 10,840 23,023 Total revenue from contract with customers 730,153 724,788 575,123 Revenue from contracts accounted for as leases: Electricity revenue 64,094 60,389 57,525 Total revenue $ 794,247 $ 785,177 $ 632,648 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Financial Instruments | Financial Instruments Cash, Cash Equivalents and Restricted Cash The carrying values of cash, cash equivalents and restricted cash approximate fair values and are as follows (in thousands): December 31, 2020 2019 As Held: Cash $ 180,808 $ 100,773 Money market funds 235,902 276,615 $ 416,710 $ 377,388 As Reported: Cash and cash equivalents $ 246,947 $ 202,823 Restricted cash 169,763 174,565 $ 416,710 $ 377,388 Restricted cash consisted of the following (in thousands): December 31, 2020 2019 Current: Restricted cash $ 26,706 $ 28,494 Restricted cash related to PPA Entities 1 25,764 2,310 Restricted cash, current 52,470 30,804 Non-current: Restricted cash 286 10 Restricted cash related to PPA Entities 1 117,007 143,751 Restricted cash, non-current 117,293 143,761 $ 169,763 $ 174,565 1 We have VIEs that represent a portion of the consolidated balances recorded within the "restricted cash," and other financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2020, include $20.3 million and $0.7 million of current restricted cash, and $88.4 million and $13.3 million of non-current restricted cash, respectively, and these entities are not considered VIEs. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2019, included $108.7 million and $20.0 million of non-current restricted cash, respectively. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The tables below set forth, by level, our financial assets that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measured at Reporting Date Using December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 235,902 $ — $ — $ 235,902 $ 235,902 $ — $ — $ 235,902 Liabilities Derivatives: Natural gas fixed price forward contracts $ — $ — $ 2,574 $ 2,574 Embedded EPP derivatives — — 5,541 5,541 Interest rate swap agreements — 15,989 — 15,989 $ — $ 15,989 $ 8,115 $ 24,104 Fair Value Measured at Reporting Date Using December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 276,615 $ — $ — $ 276,615 Interest rate swap agreements — 3 — 3 $ 276,615 $ 3 $ — $ 276,618 Liabilities Accrued expenses and other current liabilities $ 996 $ — $ — $ 996 Derivatives: Natural gas fixed price forward contracts — — 6,968 6,968 Embedded EPP derivatives — — 6,176 6,176 Interest rate swap agreements — 9,241 — 9,241 $ 996 $ 9,241 $ 13,144 $ 23,381 Money Market Funds - Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets. Interest Rate Swap Agreements - Interest rate swap agreements are valued using quoted prices for similar contracts and are therefore classified as Level 2 financial assets. Interest rate swaps are designed as hedging instruments and are recognized at fair value on our consolidated balance sheets. As of December 31, 2020, we expect $1.9 million of the loss on the interest rate swaps accumulated in other comprehensive income (loss) to be reclassified into earnings in the next 12 months. Natural Gas Fixed Price Forward Contracts - Natural gas fixed price forward contracts are valued using a combination of factors including the counterparty's credit rating and estimates of future natural gas prices and therefore, as no observable inputs to support market activity are available, are classified as Level 3 liabilities. The following table provides the number and fair value of our natural gas fixed price forward contracts (in thousands): December 31, 2020 December 31, 2019 Number of Contracts (MMBTU) ² Fair Number of Fair Liabilities ¹: Natural gas fixed price forward contracts (not under hedging relationships) 830 $ 2,574 1,991 $ 6,968 ¹ Recorded in current liabilities and derivative liabilities in the consolidated balance sheets. ² One MMBTU is a traditional unit of energy used to describe the heat value (energy content) of fuels. For the years ended December 31, 2020 and 2019, we recorded the fair value of our natural gas fixed price forward contracts and recognized losses of $0.1 million and $0.8 million, respectively. We recorded the fair value of our natural gas fixed price forward contracts and recognized gains of $4.5 million and $3.6 million for the years ended December 31, 2020 and 2019, respectively, on the settlement of these contracts in cost of revenue on our consolidated statements of operations. Embedded Escalation Protection Plan Derivative Liability in Sales Contracts - We estimated the fair value of the embedded Escalation Protection Plan ("EPP") derivatives in certain sales contracts using a Monte Carlo simulation model, which considers various potential electricity price curves over the sales contracts' terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as a Level 3 financial liability. For the years ended December 31, 2020 and 2019, we recorded the fair value of the embedded EPP derivatives and recognized an unrealized gain of $0.6 million and an unrealized loss of $2.2 million, respectively, in gain (loss) on revaluation of embedded derivatives on our consolidated statements of operations. There were no transfers between fair value measurement classifications during the years ended December 31, 2020 and 2019. The changes in the Level 3 financial liabilities during the year ended December 31, 2020 were as follows (in thousands): Natural Embedded EPP Derivative Liability Total Liabilities at December 31, 2018 $ 9,729 $ 4,015 $ 13,744 Settlement of natural gas fixed price forward contracts (3,605) — (3,605) Changes in fair value 844 2,161 3,005 Liabilities at December 31, 2019 6,968 6,176 13,144 Settlement of natural gas fixed price forward contracts (4,503) — (4,503) Changes in fair value 109 (635) (526) Liabilities at December 31, 2020 $ 2,574 $ 5,541 $ 8,115 The following table presents the unobservable inputs related to our Level 3 liabilities: As of December 31, 2020 Commodity Contracts Derivative Liabilities Valuation Technique Unobservable Input Units Range Average (in thousands) ($ per Units) Natural Gas $ 2,574 Discounted Cash Flow Forward basis price MMBTU $2.82 - $5.03 $ 3.67 The unobservable inputs used in the fair value measurement of the natural gas commodity contracts consist of inputs that are less observable due in part to lack of available broker quotes, supported by little, if any, market activity at the measurement date or are based on internally developed models. Certain basis prices (i.e., the difference in pricing between two locations) included in the valuation of natural gas contracts were deemed unobservable. To estimate the liabilities related to the EPP contracts an option pricing method was implemented through a Monte Carlo simulation. The unobservable inputs were simulated based on the available values for avoided cost and cost of electricity as calculated for December 31, 2020, using an expected growth rate of 7% over the contracts' life and volatility of 20%. The estimated growth rate and volatility were estimated based on the historical tariff changes for the period 2008 to 2020. Avoided cost is the transmission and distribution cost expressed in dollars per kilowatt hours avoided in the given year of the contract, calculated using the billing rates of the effective utility tariff applied during the year to the host account for which usage is offset by the generator. If the billing rates within the utility tariff change during the measurement period, the average of the amount of charge for each rate shall be weighted by the number of effective months for each amount. The inputs listed above would have had a direct impact on the fair values of the above derivatives if they were adjusted. Generally, an increase in natural gas prices and a decrease in electric grid prices would each result in an increase in the estimated fair value of our derivative liabilities. Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis Customer Receivables and Debt Instruments - The fair value for customer financing receivables is based on a discounted cash flow model, whereby the fair value approximates the present value of the receivables (Level 3). The senior secured notes, term loans and convertible promissory notes are based on rates currently offered for instruments with similar maturities and terms (Level 3). The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands): December 31, 2020 December 31, 2019 Net Carrying Fair Value Net Carrying Fair Value Customer receivables Customer financing receivables $ 50,746 $ 42,679 $ 55,855 $ 44,002 Debt instruments Recourse: LIBOR + 4% Term Loan due November 2020 — — 1,536 1,590 5% Convertible Promissory Note due 2020 — — 36,482 32,070 10% Convertible Promissory Notes due December 2021 — — 273,410 302,047 10% Senior Secured notes due July 2024 — — 89,962 97,512 10.25% Senior Secured Notes due March 2027 68,614 71,831 — — 2.5% Green Convertible Senior Notes due August 2025 99,394 426,229 — — Non-recourse: 7.5% Term Loan due September 2028 31,746 37,658 34,969 41,108 6.07% Senior Secured Notes due March 2030 77,007 89,654 80,016 87,618 LIBOR + 2.5% Term Loan due December 2021 114,138 116,113 120,437 120,510 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Inventories The components of inventory consist of the following (in thousands): December 31, 2020 2019 Raw materials $ 79,090 $ 67,829 Work-in-progress 29,063 21,207 Finished goods 33,906 20,570 $ 142,059 $ 109,606 The inventory reserves were $14.0 million and $14.6 million as of December 31, 2020 and 2019, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2020 2019 Government incentives receivable $ 479 $ 893 Prepaid hardware and software maintenance 5,227 3,763 Receivables from employees 5,160 6,130 Other prepaid expenses and other current assets 19,852 17,282 $ 30,718 $ 28,068 Property, Plant and Equipment, Net Property, plant and equipment, net, consists of the following (in thousands): December 31, 2020 2019 Energy Servers $ 669,422 $ 650,600 Computers, software and hardware 20,432 20,275 Machinery and equipment 106,644 101,650 Furniture and fixtures 8,455 8,339 Leasehold improvements 37,497 35,694 Building 46,730 40,512 Construction in progress 21,118 12,611 910,298 869,681 Less: accumulated depreciation (309,670) (262,622) $ 600,628 $ 607,059 Depreciation expense related to property, plant and equipment, net, was $52.2 million, $78.6 million, and $53.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. Depreciation expense incurred during the year ended December 31, 2019, included a decommissioning in PPA II, including the replacement during 2019 of 30 megawatts of installed Energy Servers with 27.5 megawatts of new systems sold, resulting in product cost of goods sold due to $52.5 million for the write-off of Energy Servers and $78.4 million for the cost of new systems sold, and electricity cost of revenue of $22.6 million of accelerated depreciation charged. Additionally, during the year ended December 31, 2019, there was a decommissioning in PPA IIIb, including the replacement during 2019 of five megawatts of installed Energy Servers, resulting in product cost of goods sold of $18.0 million for the write-off of Energy Servers, and electricity cost of revenue of $1.7 million of accelerated depreciation charged in fourth quarter of 2019 related to the revised expected lives of installed systems, which we recognized in our consolidated statement of operations. There was no similar decommissioning activity or similar charges during the year ended December 31, 2020. Property, plant and equipment, net, under operating leases by the PPA Entities was $368.0 million and $371.4 million as of December 31, 2020 and 2019, respectively. The accumulated depreciation for these assets was $115.9 million and $95.5 million as of December 31, 2020 and 2019, respectively. Depreciation expense related to our property, plant and equipment under operating leases by the PPA Entities was $23.8 million, $27.1 million and $25.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. Depreciation expense is included in cost of product, installation, service and electricity revenue as well as research and development, sales and marketing and general and administration expenses in our consolidated statements of operations. Other Long-Term Assets Other long-term assets consist of the following (in thousands): December 31, 2020 2019 Prepaid and other long-term assets $ 24,116 $ 29,153 Deferred commissions 6,732 5,007 Equity-method investments 1,954 5,733 Long-term deposits 1,709 1,759 $ 34,511 $ 41,652 Accrued Warranty Accrued warranty liabilities consist of the following (in thousands): December 31, 2020 2019 Product warranty $ 1,549 $ 2,345 Product performance 8,605 7,536 Maintenance services contracts 109 453 $ 10,263 $ 10,334 Changes in the product warranty and product performance liabilities were as follows (in thousands): Balances at December 31, 2018 $ 9,668 Cumulative effect upon adoption of ASC 606 1,032 Accrued warranty, net 1,849 Warranty expenditures during period (2,668) Balances at December 31, 2019 9,881 Accrued warranty, net 5,944 Warranty expenditures during the year (5,671) Balances at December 31, 2020 $ 10,154 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2020 2019 Compensation and benefits $ 28,343 $ 17,173 Current portion of derivative liabilities 19,116 4,834 Sales-related liabilities 14,479 416 Accrued installation 16,468 10,348 Sales tax liabilities 2,732 3,849 Interest payable 2,224 3,875 Other 28,642 29,789 $ 112,004 $ 70,284 Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): December 31, 2020 2019 Delaware grant $ 9,212 $ 10,469 Other 3,067 17,544 $ 12,279 $ 28,013 In March 2012, we entered into an agreement with the Delaware Economic Development Authority to provide a grant of $16.5 million to us as an incentive to establish a new manufacturing facility in Delaware and to provide employment for full- time workers at the facility over a certain period of time. We have received $12.0 million of the grant, which is contingent upon us meeting certain milestones related to the construction of the manufacturing facility and the employment of full-time workers at the facility through September 30, 2023. We repaid $1.5 million of the grant in 2017, and no additional amounts have been repaid since then. As of December 31, 2020, we have recorded $1.3 million in current liabilities and $9.2 million in other long-term liabilities for potential future repayments of this grant. See Note 14 - Commitments and Contingencies for a full description of the grant. |
Outstanding Loans and Security
Outstanding Loans and Security Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Outstanding Loans and Security Agreements | Outstanding Loans and Security Agreements The following is a summary of our debt as of December 31, 2020 (in thousands): Unpaid Net Carrying Value Unused Interest Maturity Dates Entity Recourse Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 70,000 $ — $ 68,614 $ 68,614 $ — 10.25% March 2027 Company Yes 2.5% Green Convertible Senior Notes due August 2025 230,000 — 99,394 99,394 2.5% August 2025 Company Yes Total recourse debt 300,000 — 168,008 168,008 — 7.5% Term Loan due September 2028 34,456 2,826 28,920 31,746 — 7.5% September PPA IIIa No 6.07% Senior Secured Notes due March 2030 77,837 3,882 73,125 77,007 — 6.1% March 2030 PPA IV No LIBOR + 2.5% Term Loan due December 2021 114,761 114,138 — 114,138 — LIBOR plus December 2021 PPA V No Letters of Credit due December 2021 — — — — 968 2.25% December 2021 PPA V No Total non-recourse debt 227,054 120,846 102,045 222,891 968 Total debt $ 527,054 $ 120,846 $ 270,053 $ 390,899 $ 968 The following is a summary of our debt as of December 31, 2019 (in thousands): Unpaid Net Carrying Value Unused Interest Maturity Dates Entity Recourse Current Long- Total LIBOR + 4% Loan due November 2020 $ 1,571 $ 1,536 $ — $ 1,536 $ — LIBOR November 2020 Company Yes 5% Convertible Promissory Note due December 2020 33,104 36,482 — 36,482 — 5.0% December 2020 Company Yes 6% Convertible Promissory Notes due December 2020 289,299 273,410 — 273,410 — 6.0% December 2020 Company Yes 10% Notes due July 2024 93,000 14,000 75,962 89,962 — 10.0% July 2024 Company Yes Total recourse debt 416,974 325,428 75,962 401,390 — 7.5% Term Loan due September 2028 38,337 3,882 31,087 34,969 — 7.5% September 2028 PPA IIIa No 6.07% Senior Secured Notes due March 2030 80,988 3,151 76,865 80,016 — 6.1% March 2030 PPA IV No LIBOR + 2.5% Term Loan due December 2021 121,784 5,122 115,315 120,437 — LIBOR plus December 2021 PPA V No Letters of Credit due December 2021 — — — — 1,220 2.25% December 2021 PPA V No Total non-recourse debt 241,109 12,155 223,267 235,422 1,220 Total debt $ 658,083 $ 337,583 $ 299,229 $ 636,812 $ 1,220 Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiaries. The differences between the unpaid principal balances and the net carrying values apply to debt discounts and deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of December 31, 2020 and 2019. Recourse Debt Facilities LIBOR + 4% Loan due November 2020 - The weighted average interest rate as of December 31, 2019 was 6.3%. As of December 31, 2020 and 2019, the unpaid principal balance of debt outstanding was zero and $1.6 million, respectively. This Term Loan was extinguished in November 2020. 5% Convertible Promissory Note due 2020 - On March 31, 2020, we entered into an Amended and Restated Subordinated Secured Convertible Note Modification Agreement (the “Constellation Note Modification Agreement”) with Constellation NewEnergy, Inc. (“Constellation”), pursuant to which Constellation agreed to extend the maturity date to December 31, 2021, increase the interest rate from 5% to 10% and reduce the strike price on the conversion feature from $38.64 per share to $8.00 per share (referred to as the "10% Constellation Note" prior to the extinguishment and the "New 10% Constellation Note" after the extinguishment). As a result, the 10% Constellation Note, which consisted of $33.1 million in principal and $3.8 million in accrued and unpaid interest was extinguished and the New 10% Constellation Note was recognized at its fair market value, which equaled $40.7 million. The difference between the fair market value of the New 10% Constellation Note and the carrying value of the 10% Constellation Note prior to the modification of $3.8 million was recognized as a loss on extinguishment of debt in the consolidated statement of operations. On June 18, 2020, Constellation exchanged their entire New 10% Constellation Note at the conversion price of $8.00 per share into 4.7 million shares of Class A common stock. At the time of this exchange the unamortized premium of $3.4 million was recognized as an adjustment to additional paid-in capital. 6% Convertible Promissory Notes due December 2020 - On March 31, 2020, we entered into an Amendment Support Agreement with the noteholders of our outstanding 6% Convertible Notes due December 2020 ("6% Convertible Notes") , pursuant to which such Noteholders agreed to extend the maturity date of the outstanding 6% Convertible Notes to December 1, 2021 and increase the interest rate from 6% to 10%. Additionally, the debt is convertible at the option of the Noteholders into common stock at any time through the maturity date. In addition, we amended the 6% Convertible Notes by reducing the strike price on the conversion feature from $11.25 to $8.00 per share ("10% Convertible Notes"). In conjunction with entering into the Amendment Support Agreement, on March 31, 2020, we also entered into the 10% Convertible Note Purchase Agreement and issued an additional $30.0 million aggregate principal amount of 10% Convertible Notes to certain noteholders. The 10% Convertible Notes and the $30.0 million new 10% Convertible Notes were all reflected in the Restated Indenture. On May 1, 2020, we repaid $70.0 million of the 10% Convertible Notes and accrued and unpaid interest and recognized an adjustment to the unamortized debt premium of $4.3 million. As a result, during the year ended December 31, 2020, we recognized a $10.3 million loss on extinguishment of debt in the consolidated statement of operations, which was calculated as the difference between the reacquisition price of the 6% Convertible Notes and the carrying value of the 6% Convertible Notes. The total carrying value of the 6% Convertible Notes equaled $279.0 million, which consisted of $289.3 million in principal and $1.4 million in accrued and unpaid interest, reduced by $10.7 million in unamortized discount and $1.0 million in unamortized debt issuance costs. The total reacquisition price of the 6% Convertible Notes equaled $289.3 million, which consisted of the $340.7 million fair value of the 10% Convertible Notes, $1.4 million in accrued and unpaid interest, and $1.2 million of fees paid to noteholders as part of the amendment, reduced by $24.0 million, being the fair value at March 31, 2020 of the embedded derivative relating to the equity classified conversion feature. The fair value of the embedded feature was reclassified from additional paid-in capital at the time of the debt extinguishment. During the year ended December 31, 2020, we called a total of $153.1 million of the 10% Convertible Notes and the noteholders, at their option, converted their notes into 19.1 million shares of our Class B common stock, which were subsequently exchanged for Class A common stock.The $96.2 million principal balance of 10% Convertible Notes due to the Canada Pension Plan Investment Board was converted to 12.0 million shares of common stock in October 2020, and the unamortized premium of $3.2 million was recorded in additional paid in capital. 10% Notes due July 2024 - The outstanding unpaid principal balance of $79.0 million on the 10% Senior Secured Notes due July 2024 was called and retired at 104% during the year ended December 31, 2020. The 4% premium of $3.2 million and unpaid accrued interest of $2.1 million were included in the final payment to the noteholders. The unrecognized debt issuance costs of $2.0 million were expensed. 10.25% Senior Secured Notes due March 2027 - On May 1, 2020, we issued $70.0 million of 10.25% Senior Secured Notes in a private placement ("10.25% Senior Secured Notes"). The 10.25% Senior Secured Notes are governed by an indenture (the “Senior Secured Notes Indenture”) entered into among us, the guarantor party thereto and U.S. Bank National Association, in its capacity as trustee and collateral agent. The 10.25% Senior Secured Notes are secured by certain of our operations and maintenance agreements that previously were part of the security for the 6% Convertible Notes. We used the proceeds of this issuance to repay $70.0 million of our 10% Convertible Notes. The 10.25% Senior Secured Notes are supported by a $150.0 million indenture between us and U.S. Bank National Association, which contains an accordion feature for an additional $80.0 million of notes that can be issued on or prior to September 27, 2021. Interest on the 10.25% Senior Secured Notes is payable quarterly, commencing June 30, 2020. The 10.25% Senior Secured Notes Indenture contains customary events of default and covenants relating to, among other things, the incurrence of new debt, affiliate transactions, liens and restricted payments. On or after March 27, 2022, we may redeem all of the 10.25% Senior Secured Notes at a price equal to 108% of the principal amount of the 10.25% Senior Secured Notes plus accrued and unpaid interest, with such optional redemption prices decreasing to 104% on and after March 27, 2023, 102% on and after March 27, 2024 and 100% on and after March 27, 2026. Before March 27, 2022, we may redeem the 10.25% Senior Secured Notes upon repayment of a make-whole premium. If we experience a change of control, we must offer to purchase for cash all or any part of each holder’s 10.25% Senior Secured Notes at a purchase price equal to 101% of the principal amount of the 10.25% Senior Secured Notes, plus accrued and unpaid interest. The outstanding unpaid principal of the 10.25% Senior Secured Notes of $70.0 million was classified as non-current as of December 31, 2020. 2.5% Green Convertible Senior Notes due August 2025 - In August 2020, we issued $230.0 million aggregate principal amount of our 2.5% Green Convertible Senior Notes due August 2025, unless earlier repurchased, redeemed or converted ("Green Notes"). The principal amount of the Green Notes are $230.0 million, less initial purchaser's discount of $6.9 million and other issuance costs of $3.0 million resulting in net proceeds of $220.1 million. The Green Notes are senior, unsecured obligations accruing interest at a rate of 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021. We may not redeem the Green Notes prior to August 21, 2023. We may elect to redeem, at face value, all or any portion of the Green Notes at any time on or after August 21, 2023 and on or before the twenty-sixth trading day immediately before the maturity date, provided certain conditions are met. Before May 15, 2025, the noteholders have the right to convert their Green Notes only upon the occurrence of certain events, including a conversion upon satisfaction of a condition relating to the closing price of our common stock ("the Closing Price Condition"). If the Closing Price Condition is met on at least 20 of the last 30 consecutive trading days in any quarter, the noteholders may convert their Green Notes at any time during the immediately following quarter. The Closing Price Condition was met during the quarter ended December 31, 2020 and accordingly, the noteholders may convert their Green Notes at any time during the quarter ending March 31, 2021. From and after May 15, 2025, the noteholders may convert their Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders elect to convert their Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination thereof. The initial conversion rate is 61.6808 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.21 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” as defined occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. In the accounting for the issuance of the Green Notes, we separated the $230.0 million aggregate principal amount into liability and equity components in accordance with ASC 470 – 20, Debt with Conversion and Other Options . The fair value of the liability component for the Green Notes of approximately $93.3 million was calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature and was classified as non-current debt on the consolidated balance sheet. The carrying amount of the equity component for the Green Notes of approximately $138.1 million, representing the conversion option, was determined by deducting the fair value of the liability component from the principal amount of the notes. The difference between the principal amount of the notes and the liability component represents the debt discount, is presented as a reduction to the notes on our consolidated balance sheets, and is amortized to interest expense using the effective interest method over the remaining term of the notes. The equity component of the Green Notes is included in additional paid-in capital on our consolidated balance sheets and is not remeasured as long as it continues to meet the conditions for equity classification. We incurred issuance costs related to the Green Notes of approximately $9.9 million, consisting of the initial purchaser's discount of $6.9 million and other issuance costs of approximately $3.0 million. In accounting for the issuance costs, we allocated the total amount to the liability and equity components using the same proportions determined above for the notes. Transaction costs attributable to the liability component for the Green Notes of approximately $4.2 million were recorded as debt issuance costs, presented as a reduction to the notes on our consolidated balance sheets, and are amortized to interest expense using the effective interest method over the term of the notes. The issuance costs attributable to the equity component for the Green Notes were approximately $5.7 million and were recorded as a reduction to the equity component included in additional paid-in capital. As of December 31, 2020, the remaining lives of the Green Notes are approximately 4.7 years and accordingly, the Green Notes are classified as long-term debt. The effective interest rate of the liability components for the Green Notes is 21.9% and is based on the interest rate of similar debt instruments, at the time of our offering, that do not have associated convertible features. Total interest expense recognized related to the Green Notes for the year ended December 31, 2020 was $8.3 million, comprised of contractual interest expense of $2.2 million, amortization of debt discount of $5.9 million and amortization of issuance costs of $0.2 million. Non-recourse Debt Facilities 7.5% Term Loan due September 2028 - In December 2012 and later amended in August 2013, PPA IIIa entered into a $46.8 million credit agreement to help fund the purchase and installation of our Energy Servers. The loan bears a fixed interest rate of 7.5% payable quarterly. The loan requires quarterly principal payments which began in March 2014. The credit agreement requires us to maintain a debt service reserve for all funded systems, the balance of which was $3.8 million and $3.8 million as of December 31, 2020 and 2019, respectively, which was included as part of long-term restricted cash in the consolidated balance sheets. The loan is secured by all assets of PPA IIIa. 6.07% Senior Secured Notes due March 2030 - The notes bear a fixed interest rate of 6.07% per annum payable quarterly, which began in December 2015 and ends in March 2030. The notes are secured by all the assets of the PPA IV. The note purchase agreement requires us to maintain a debt service reserve, the balance of which was $8.5 million and $8.0 million as of December 31, 2020 and 2019, respectively, which was included as part of long-term restricted cash in the consolidated balance sheets. The notes are secured by all the assets of the PPA IV. LIBOR + 2.5% Term Loan due December 2021 - The current portion of the LIBOR + 2.5% Term Loan as of December 31, 2020 and 2019 was $114.1 million and $5.1 million, respectively. The non-current portion of this loan was zero and $115.3 million as of December 31, 2020 and 2019, respectively. In accordance with the credit agreement, PPA V was issued floating rate debt based on LIBOR plus a margin, paid quarterly. The applicable margins used for calculating interest expense are 2.25% for years 1-3 following the Term Conversion Date and 2.5% thereafter. For the lenders’ commitments to the loan and the commitments to a letter of credit ("LC") facility, the PPA V also pays commitment fees at 0.50% per annum over the outstanding commitments, paid quarterly. The loan is secured by all the assets of the PPA V and requires quarterly principal payments which began in March 2017. In connection with the floating-rate credit agreement, in July 2015, PPA V entered into pay-fixed, receive-float interest rate swap agreements to convert its floating-rate loan into a fixed-rate loan. Letters of Credit due December 2021 - In June 2015, PPA V entered into a $131.2 million term loan due December 2021. The agreement also included commitments to a LC facility with the aggregate principal amount of $6.4 million, later adjusted down to $6.2 million. The amount reserved under the letter of credit as of December 31, 2020 and 2019 was $5.2 million and $5.0 million, respectively. The unused capacity as of December 31, 2020 and 2019 was $1.0 million and $1.2 million, respectively. Related Party Debt Portions of the above described recourse and non-recourse debt were held by various related parties. See Note 16 - Related Party Transactions for a full description. Repayment Schedule and Interest Expense The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2020 (in thousands): 2021 $ 121,469 2022 16,393 2023 22,166 2024 24,886 2025 258,022 Thereafter 84,118 $ 527,054 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swaps We use various financial instruments to minimize the impact of variable market conditions on our results of operations. We use interest rate swaps to minimize the impact of fluctuations of interest rate changes on our outstanding debt where London Inter-bank Offered Rate ("LIBOR") is applied. We do not enter into derivative contracts for trading or speculative purposes. The fair values of the derivatives designated as cash flow hedges as of December 31, 2020 and 2019 on our consolidated balance sheets are as follows (in thousands): December 31, 2020 2019 Assets Prepaid expenses and other current assets $ — $ 3 $ — $ 3 Liabilities Accrued expenses and other current liabilities $ 15,989 $ 782 Derivative liabilities — 8,459 $ 15,989 $ 9,241 PPA V - In July 2015, PPA V entered into nine interest rate swap agreements to convert a variable interest rate debt to a fixed rate and we designated and documented the interest rate swap arrangements as cash flow hedges. Three of these swaps matured in 2016, three will mature on December 21, 2021 and the remaining three will mature on September 30, 2031. The effective change is recorded in accumulated other comprehensive income (loss) and is recognized as interest expense on settlement. The notional amounts of the swaps are $181.4 million, $184.2 million and $186.6 million as of December 31, 2020, 2019 and 2018, respectively. We measure the swaps at fair value on a recurring basis. Fair value is determined by discounting future cash flows using LIBOR rates with appropriate adjustment for credit risk. We realized immaterial gains attributable to the change in valuation during the years ended December 31, 2020, 2019 and 2018, and these gains are included in other income (expense), net, in the consolidated statements of operations. The changes in fair value of the derivative contracts designated as cash flow hedges and the amounts recognized in accumulated other comprehensive income (loss) and in earnings are as follows (in thousands): Years ended December 31, 2020 2019 Beginning balance $ 9,238 $ 3,548 Loss recognized in other comprehensive loss 8,465 6,131 Amounts reclassified from other comprehensive loss to earnings (1,569) (216) Net loss recognized in other comprehensive loss 6,896 5,915 Gain recognized in earnings (145) (225) Ending balance $ 15,989 $ 9,238 For the years ended December 31, 2020 and 2019, we recognized a loss of $0.1 million and $0.8 million, respectively, on the remeasurement of our natural gas fixed price forward contract. For the years ended December 31, 2020 and 2019, we recognized a realized gain of $4.5 million and $3.6 million, respectively, on the settlement of these contracts. Gains and losses are recorded in cost of revenue on the consolidated statements of operations. Embedded EPP Derivatives in Sales Contracts |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Our capitalization as of December 31, 2020 and 2019 is as follows: December 31, Authorized 2020 2019 Shares issued and outstanding: Total common stock - Class A 1 - par value $0.0001 600,000,000 140,094,633 84,549,511 Total common stock - Class B 1 - par value $0.0001 600,000,000 27,908,093 36,486,778 Total preferred stock 10,000,000 — — 168,002,726 121,036,289 Rights to acquire stock: Stock Plans' options and other equity awards outstanding: 2002 stock plan - options 1,265,656 1,856,154 2012 equity incentive plan - options 8,877,792 9,982,756 2012 equity incentive plan - other equity awards 504,034 6,656,094 2018 equity incentive plan - options 5,210,823 5,998,406 2018 equity incentive plan - other equity awards 5,914,754 3,456,172 Warrants outstanding: Common stock warrants - exercise price of $27.78 468,548 481,181 Common stock warrants - exercise price of $38.64 12,940 12,940 Shares reserved for future issuance: Total options/RSUs available for grant - 2018 Plan 20,233,754 17,233,144 Total shares available for grant - 2018 ESPP 2,587,874 3,030,407 1 We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible into one share of Class A common stock at the discretion of its holder, or automatically upon the earliest to occur of (i) immediately prior to the close of business on July 27, 2023, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent (5%) of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time or the occurrence of an event specified in a written conversion election delivered by KR Sridhar to our Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar. |
Stock-Based Compensation and Em
Stock-Based Compensation and Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation and Employee Benefit Plan | Stock-Based Compensation and Employee Benefit Plans Share-based grants are designed to reward employees for their long-term contributions to us and provide incentives for them to remain with us. 2002 Stock Plan Our 2002 Stock Plan (the "2002 Plan") was approved in April 2002 and amended in June 2011. In August 2012 and in connection with the adoption of the 2012 Plan, shares authorized for issuance under the 2002 Plan were cancelled, except for those shares reserved for issuance upon exercise of outstanding stock options. Any outstanding stock options granted under the 2002 Plan remain outstanding, subject to the terms of the 2002 Plan, until such shares are issued under those awards (by exercise of stock options) or until the awards terminate or expire by terms. Grants under the 2002 Plan generally vest ratably over a four-year period from the vesting commencement date and expire ten years from grant date. Original grants under the 2002 Plan were for "common stock". Pursuant to the Twelfth Amended and Restated Articles of Incorporation authorized in July 2018, all such shares automatically converted to Class B shares of common stock. As of December 31, 2020, options to purchase 1,265,656 shares of Class B common stock were outstanding with a weighted average exercise price of $26.64 per share. The 2002 Stock Plan has been canceled; however, it continues to govern outstanding grants under the 2002 Stock Plan. 2012 Equity Incentive Plan Our 2012 Equity Incentive Plan (the "2012 Plan") was approved in August 2012. The 2012 Plan provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights and restricted stock awards ("RSUs"), all of which may be granted to employees, including officers, and to non-employee directors and consultants except we may grant incentive stock options only to employees. Grants under the 2012 Plan generally vest ratably over a four-year period from the vesting commencement date and expire ten years from grant date. Original grants under the 2012 Plan were for "common stock". Pursuant to the Twelfth Amended and Restated Articles of Incorporation authorized in July 2018, all such shares automatically converted to Class B shares of common stock. As of December 31, 2020, stock options to purchase 8,877,792 shares of Class B common stock were outstanding with a weighted average exercise price of $27.43 per share and no shares were available for future grant. As of December 31, 2020, we had outstanding RSUs that may be settled for 504,034 shares of Class B common stock under the plan. The 2012 Equity Incentive Plan has been canceled; however, it continues to govern outstanding grants under the 2012 Equity Incentive Plan. 2018 Equity Incentive Plan The 2018 Equity Incentive Plan (the "2018 Plan") was approved in April 2018. The 2018 Plan became effective upon the IPO and will serve as the successor to the 2012 Plan. The 2018 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, PSUs and stock bonuses. The 2018 Plan provides for the grant of awards to employees, directors, consultants, independent contractors and advisors provided the consultants, independent contractors, directors and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options is at least equal to the fair market value of Class A common stock on the date of grant. Grants under the 2018 Plan generally vest ratably over a four-year period from the vesting commencement date and expire ten years from grant date. The 2018 Plan allows for an annual increase on January 1, of each of 2019 through 2028, by the lesser of (a) four percent (4%) of the number of Class A common stock, Class B common stock, and common stock equivalents (including options, RSUs, warrants and preferred stock on an as-converted basis) issued and outstanding on each December 31 immediately prior to the date of increase, and (b) such number of shares determined by the Board of Directors. As of December 31, 2020, stock options to purchase 5,210,823 shares of Class A common stock were outstanding with a weighted average exercise price of $9.48 per share and 5,914,754 shares of outstanding RSUs that may be settled for Class A common stock which were granted pursuant to the 2018 Plan. Stock-Based Compensation Expense We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of option valuation: Years Ended 2020 2019 2018 Risk-free interest rate 0.6% 1.7% - 2.6% 2.5% - 3.1% Expected term (years) 6.6 6.4 - 6.7 6.2 - 6.7 Expected dividend yield — — — Expected volatility 71.0% 45.7% - 50.2% 52.4% - 56.1% The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations (in thousands): Years Ended 2020 2019 2018 Cost of revenue $ 17,475 $ 45,429 $ 29,680 Research and development 19,037 40,949 39,029 Sales and marketing 10,997 32,478 32,284 General and administrative 26,384 77,435 67,489 $ 73,893 $ 196,291 $ 168,482 As of December 31, 2020, 2019 and 2018, we capitalized $5.9 million, $7.3 million and $13.6 million of stock-based compensation cost, respectively, into inventory and property, plant and equipment. Stock Option and RSU Activity The following table summarizes the stock option activity under our stock plans during the reporting period: Outstanding Options Number of Weighted Remaining Aggregate (in thousands) Balances at December 31, 2018 14,558,420 $ 25.93 6.8 $ 3,084 Granted 4,956,064 5.60 Exercised (358,564) 4.26 Cancelled (1,318,604) 25.33 Balances at December 31, 2019 17,837,316 20.76 6.9 14,964 Granted 200,000 7.30 Exercised (1,341,324) 11.18 Cancelled (1,341,721) 22.49 Balances at December 31, 2020 15,354,271 21.27 6.0 129,855 Vested and expected to vest at December 31, 2020 14,976,706 21.55 5.9 122,813 Exercisable at December 31, 2020 10,311,316 26.37 4.9 39,569 Stock Options - During the years ended December 31, 2020, 2019 and 2018, we recognized $19.1 million, $36.2 million and $33.3 million of stock-based compensation costs for stock options, respectively. During the years ended December 31, 2020, 2019 and 2018, the intrinsic value of stock options exercised was $11.2 million, $2.6 million and $9.2 million, respectively. We granted 200,000 and 4,956,064 options of Class A common stock during the years ended December 31, 2020 and 2019, and the weighted average grant-date fair value of the awards was $7.30 per share and $5.60 per share, respectively. As of December 31, 2020 and 2019, we had unrecognized compensation costs related to unvested stock options of $20.7 million and $41.9 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 1.8 years and 2.8 years, respectively. Cash received from stock options exercised totaled $15.0 million and $1.5 million for the years ended December 31, 2020 and 2019, respectively. A summary of our RSUs activity and related information is as follows: Number of Weighted Unvested Balance at December 31, 2018 16,784,800 $ 18.74 Granted 3,219,959 11.81 Vested (8,921,807) 18.03 Forfeited (970,686) 17.34 Unvested Balance at December 31, 2019 10,112,266 17.29 Granted 4,744,467 12.43 Vested (7,806,038) 17.48 Forfeited (631,907) 14.93 Unvested Balance at December 31, 2020 6,418,788 13.71 Restricted Stock Units - The estimated fair value of RSU awards is based on the fair value of our Class A common stock on the date of grant. For the years ended December 31, 2020, 2019 and 2018, we recognized $44.1 million, $141.3 million and $142.4 million of stock-based compensation costs for RSUs, respectively. As of December 31, 2020, we had $59.8 million of unrecognized stock-based compensation cost related to unvested RSUs. This cost is expected to be recognized over a weighted average period of 2.2 years. As of December 31, 2019, we had $52.0 million of unrecognized stock-based compensation cost related to unvested RSUs, which was expected to be recognized over a weighted average period of 1.1 years. Executive Awards In November 2019, the Board approved stock options ("2019 Executive Awards") to certain executive staff. The 2019 Executive Awards were granted pursuant to the 2018 EIP and consist of three vesting tranches with a vesting schedule based on the attainment of market conditions and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2019 Executive Awards are recognized over the service period, even though no tranches of the 2019 Performance Awards vest unless a market condition is achieved. The grant date fair value of the options is determined using a Monte Carlo simulation. In June 2020, the Board approved stock awards ("2020 Executive Awards") to certain executive staff. The 2020 Executive Awards were PSUs granted pursuant to the 2018 EIP and consist of three vesting tranches with an annual vesting schedule based on the attainment of performance conditions and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2020 Executive Awards is recognized over the service period as we evaluate the probability of the achievement of the performance conditions. In addition, during 2020, other PSUs were granted to certain executive officers and other employees that will only vest upon the achievement of certain specific financial or operational performance criteria. The following table presents the stock activity and the total number of shares available for grant under our stock plans as of December 31, 2020: Plan Shares Available Balances at December 31, 2018 17,457,847 Added to plan 7,585,422 Granted (8,176,023) Cancelled 2,289,290 Expired (1,923,392) Balances at December 31, 2019 17,233,144 Added to plan 7,179,751 Granted (4,944,467) Cancelled 1,965,801 Expired (1,200,475) Balances at December 31, 2020 20,233,754 2018 Employee Stock Purchase Plan In April 2018, we adopted the 2018 ESPP. The 2018 ESPP became effective upon our initial public offering ("IPO") in July 2018. The 2018 ESPP is intended to qualify under Section 423 of the Internal Revenue Code. The aggregate number of our shares that may be issued over the term of our ESPP is 33,333,333 Class A common stock. A total of 3,333,333 shares of our Class A common stock were initially reserved for issuance under the plan. The number of shares reserved for issuance under the 2018 ESPP will increase automatically on the 1st day of January of each of the first nine years following the first offering date by the number of shares equal to one percent (1%) of the total number of Class A common stock, Class B common stock, and common stock equivalents (including options, RSUs, warrants and preferred stock on an as converted basis) issued and outstanding on the immediately preceding December 31 (rounded down to the nearest whole share); provided, that the Board of Directors or the Compensation Committee may in its sole discretion reduce the amount of the increase in any particular year. The 2018 ESPP allows eligible employees to purchase shares, subject to purchase limits of 2,500 shares during each six month period or $25,000 worth of stock for each calendar year, of our Class A common stock through payroll deductions at a price per share equal to 85% of the lesser of the fair market value of our Class A common stock (i) on the first trading day of the applicable offering date and (ii) the last trading day of each purchase date. During the years ended December 31, 2020 and 2019, we recognized $5.7 million and $10.3 million of stock-based compensation costs for the 2018 ESPP, respectively. We issued 1,937,825 shares in the year ended December 31, 2020. During the year ended December 31, 2020, we added an additional 1,494,819 shares and there were 2,587,401 shares available for issuance as of December 31, 2020. As of December 31, 2020, we had $1.7 million of unrecognized stock-based compensation costs. This cost is expected to be recognized over a weighted average period of 0.3 years. We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the 2018 ESPP share valuation: Years Ended 2020 2019 Risk-free interest rate 0.12% - 1.51% 1.5% - 2.6% Expected term (years) 0.5 - 2.0 0.5 - 2.0 Expected dividend yield — — Expected volatility 61.0% - 119.2% 45.9% - 54.0% |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income (loss) before the provision for income taxes are as follows (in thousands): Years Ended 2020 2019 2018 United States $ (179,657) $ (324,467) $ (291,574) Foreign 826 1,634 1,835 Total $ (178,831) $ (322,833) $ (289,739) The provision for income taxes is comprised of the following (in thousands): Years Ended 2020 2019 2018 Current: Federal $ — $ — $ — State 21 26 191 Foreign 472 595 1,407 Total current 493 621 1,598 Deferred: Federal — — — State — — — Foreign (237) 12 (61) Total deferred (237) 12 (61) Total provision for income taxes $ 256 $ 633 $ 1,537 A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands): Years Ended 2020 2019 2018 Tax at federal statutory rate $ (37,552) $ (67,795) $ (60,845) State taxes, net of federal effect 21 26 191 Impact on noncontrolling interest 4,522 4,001 3,725 Non-U.S. tax effect 78 264 960 Nondeductible expenses 908 144 6,796 Stock-based compensation 5,956 6,484 3,892 Loss on debt extinguishment 214 — — U.S. tax on foreign earnings (GILTI) 203 221 127 Change in valuation allowance 25,906 57,288 46,691 Provision for income taxes $ 256 $ 633 $ 1,537 For the year ended December 31, 2020, we recognized a provision for income taxes of $0.3 million on a pre-tax loss of $178.8 million, for an effective tax rate of (0.1)%. For the year ended December 31, 2019, we recognized a provision for income taxes of $0.6 million on a pre-tax loss of $322.8 million, for an effective tax rate of (0.2)%. For the year ended December 31, 2018, we recognized a provision for income taxes of $1.5 million on a pre-tax loss of $289.7 million, for an effective tax rate of (0.5)%. The effective tax rate for 2020, 2019 and 2018 is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets. Significant components of our deferred tax assets and liabilities consist of the following (in thousands): December 31, 2020 2019 Tax credits and net operating loss carryforwards $ 510,599 $ 494,084 Lease liabilities 128,151 122,145 Depreciation and amortization 7,541 8,523 Deferred revenue 27,134 6,688 Accruals and reserves 15,068 5,874 Stock-based compensation 35,815 61,808 Other items - deferred tax assets 25,931 24,443 Gross deferred tax assets 750,239 723,565 Valuation allowance (614,958) (633,591) Net deferred tax assets 135,281 89,974 Investment in PPA entities (10,757) (13,494) Debt issuance cost — (4,055) Discount upon issuance of debt (29,513) — Managed services - deferred costs (21,898) — Right-of-use assets and leased assets (70,818) (65,978) Other items - deferred tax liability (1,413) (5,803) Gross deferred tax liabilities (134,399) (89,330) Net deferred tax asset $ 882 $ 644 Income taxes are recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (or loss) in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not more-likely-than-not to be realized. Management believes that, based on available evidence, both positive and negative, it is not more likely than not that the net U.S. deferred tax assets will be utilized. As a result, a full valuation allowance has been recorded. The valuation allowance for deferred tax assets was $615.0 million and $633.6 million as of December 31, 2020 and 2019, respectively. The net change in the total valuation allowance for the years ended December 31, 2020 and 2019 was a decrease of $18.6 million and an increase of $62.3 million, respectively. At December 31, 2020, we had federal and state net operating loss carryforwards of $1.9 billion and $1.6 billion, respectively, to reduce future taxable income. Of the federal net operating loss carryforwards, $1.7 billion will begin to expire in 2022 and $224.8 million will carryforward indefinitely, while state net operating losses begin to expire in 2028. In addition, we had approximately $23.0 million of federal research credit, $6.6 million of federal investment tax credit, and $14.7 million of state research credit carryforwards. The federal tax credit carryforwards begin to expire in 2022. The state credit carryforwards may be carried forward indefinitely. We have not reflected deferred tax assets for the federal and state research credit carryforwards as the entire amount of the carryforwards represent unrecognized tax benefits. Internal Revenue Code Section 382 (“Section 382”) limits the use of net operating loss and tax credit carryforwards in certain situations in which changes occur in our capital stock ownership. Any annual limitation may result in the expiration of net operating losses and credits before utilization. If we should have an ownership change, as defined by the tax law, utilization of the net operating loss and credit carryforwards could be significantly reduced. We completed a Section 382 analysis through December 31, 2020. Based on this analysis, Section 382 limitations will not have a material impact on our net operating loss and credit carryforwards related to any ownership changes. During the year ended December 31, 2020, the amount of uncertain tax positions increased by $3.3 million. We have not recorded any uncertain tax liabilities associated with our tax positions. A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands): Years Ended 2020 2019 Unrecognized tax benefits beginning balance $ 34,480 $ 30,311 Gross decrease for tax positions of prior year — (93) Gross increase for tax positions of prior year 307 615 Gross increase for tax positions of current year 2,966 3,647 Unrecognized tax benefits end balance $ 37,753 $ 34,480 If fully recognized in the future, there would be no impact to the effective tax rate, and $34.7 million would result in adjustments to the valuation allowance. We do not have any tax positions that are expected to significantly increase or decrease within the next 12 months. Interest and penalties, to the extent there are any, would be included in income tax expense. There were no interest or penalties accrued during or for the years ended December 31, 2020 and 2019. We are subject to taxation in the United States and various states and foreign jurisdictions. We currently do not have any income tax examinations in progress nor have we had any income tax examinations since our inception. All of our tax years will remain open for examination by federal and state authorities for three and four years from the date of utilization of any net operating losses and tax credits. The Tax Cuts and Jobs Act of 2017 ("Tax Act") includes a provision referred to as Global Intangible Low-Taxed Income ("GILTI") which generally imposes a tax on foreign income in excess of a deemed return on tangible assets. Guidance issued by the Financial Accounting Standards Board in January 2018 allows companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which the tax is incurred ("period cost method"), or (ii) account for GILTI in the measurement of deferred taxes ("deferred method"). We elected to account for the tax effects of this provision using the period cost method. The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted in the United States on March 27, 2020. The CARES Act includes several U.S. income tax provisions related to, among other things, net operating loss carrybacks, alternative minimum tax credits, modifications to the net interest deduction limitations, and technical amendments regarding the income tax depreciation of qualified improvement property placed in service after December 31, 2017. The CARES Act does not have a material impact on our financial results for the year ended December 31, 2020. Our accumulated undistributed foreign earnings as of December 31, 2020 have been subject to either the deemed one-time mandatory repatriation under the Tax Act or the current year income inclusion under GILTI regime for U.S. tax purposes. If we were to make actual distributions of some or all of these earnings, including earnings accumulated after December 31, 2017, we would generally incur no additional U.S. income tax but could incur U.S. state income tax and foreign withholding taxes. We have not accrued for these potential U.S. state income tax and foreign withholding taxes because we intend to permanently reinvest our foreign earnings in our international operations. However, any additional income tax associated with the distribution of these earnings would be immaterial. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Available to Common Stockholders Net loss per share (basic) available to common stockholders is calculated by dividing net loss available to common stockholders by the weighted-average shares of common stock outstanding for the period. Net loss per share is the same for each class of common stock as they are entitled to the same liquidation and dividend rights. As a result, net loss per share (basic) and net loss per share (diluted) available to common stockholders are the same for both Class A and Class B common stock and are combined for presentation. Net loss per share (diluted) is computed by using the "if-converted" method when calculating the potentially dilutive effect, if any, of our convertible notes. Net loss per share (diluted) available to common stockholders is then calculated by dividing the resulting adjusted net loss available to common stockholders by the combined weighted-average number of fully diluted common shares outstanding. There were no adjustments to net loss available to common stockholders (diluted). Equally, there were no adjustments to the weighted average number of outstanding shares of common stock (basic) in arriving at the weighted average number of outstanding shares (diluted), as such adjustments would have been antidilutive. We recognized a deemed dividend of $2.5 million on November 26, 2019 related to our buyout of the tax equity partner’s equity interest in PPA IIIb. The deemed dividend was recorded as a result of the buyout amount exceeding the hypothetical liquidation book value of the tax equity investor's equity interest in PPA IIIb on the date the buyout occurred. This charge impacted net income available to common stockholders and earnings per share in the year ended December 31, 2019. The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except per share amounts): Years Ended 2020 2019 2018 Numerator: Net loss attributable to Class A and Class B common stockholders $ (157,553) $ (304,414) $ (273,540) Deemed dividend — (2,454) — Net loss available to Class A and Class B common stockholders $ (157,553) $ (306,868) $ (273,540) Denominator: Weighted average shares of common stock, basic and diluted 138,722 115,118 53,268 Net loss per share available to Class A and Class B common stockholders, basic and diluted $ (1.14) $ (2.67) $ (5.14) The following common stock equivalents (in thousands) were excluded from the computation of our net loss per share available to common stockholders, diluted, for the years presented as their inclusion would have been antidilutive: Years Ended 2020 2019 2018 Convertible notes 29,729 27,213 27,230 Stock options and awards 6,109 4,631 4,962 35,838 31,844 32,192 |
Portfolio Financings
Portfolio Financings | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Portfolio Financings | Portfolio Financings Overview We have developed three financing options that enable customers' use of the Energy Servers through third-party ownership financing arrangements. One of these financing options requires the customer to pay for each kilowatt-hour produced by the Energy Servers under a PPA through a Portfolio Financing. In some cases, similar to direct purchases and leases, the standard one-year warranty and performance guaranties are included in the price of the product. The Operating Company also enters into a master services agreement with us following the first year of service to extend the warranty services and guaranties over the term of the PPA. In other cases, the master services agreements including performance warranties and guaranties are billed on a quarterly basis starting in the first quarter following the placed-in-service date of the Energy Server(s) and continuing over the term of the PPA. The first of such arrangements was considered a sales-type lease and the product revenue from that agreement was recognized upfront in the same manner as direct purchase and lease transactions. Substantially all of our subsequent PPAs have been accounted for as operating leases with the related revenue under those agreements recognized ratably over the PPA term as electricity revenue. We recognize the cost of revenue, primarily product costs and maintenance service costs, over the shorter of the estimated useful life of the Energy Server or the term of the PPA. We and our third-party equity investors (together "Equity Investors") contribute funds into a limited liability investment entity ("Investment Company") that owns and is parent to the Operating Company (together, the "PPA Entities"). These PPA Entities constitute VIEs under U.S. GAAP. We have considered the provisions within the contractual agreements which grant us power to manage and make decisions affecting the operations of these VIEs. We consider that the rights granted to the Equity Investors under the contractual agreements are more protective in nature rather than participating. Therefore, we have determined under the power and benefits criterion of ASC 810, Consolidations that we are the primary beneficiary of these VIEs. As the primary beneficiary of these VIEs, we consolidate in our consolidated financial statements the financial position, results of operations and cash flows of the PPA Entities, and all intercompany balances and transactions between us and the PPA Entities are eliminated in the consolidated financial statements. In accordance with our Portfolio Financings, the Operating Company acquires Energy Servers from us for cash payments that are made on a similar schedule as if the Operating Company were a customer purchasing an Energy Server from us outright. In the consolidated financial statements, the sale of Energy Servers by us to the Operating Company are treated as intercompany transactions and as a result eliminated in consolidation. The acquisition of Energy Servers by the Operating Company is accounted for as a non-cash reclassification from inventory to Energy Servers within property, plant and equipment, net on our consolidated balance sheets. In arrangements qualifying for sales-type leases, we reduce these recorded assets by amounts received from U.S. Treasury Department cash grants and from similar state incentive rebates. The Operating Company sells the electricity to end customers under PPAs. Cash generated by the electricity sales, as well as receipts from any applicable government incentive program, is used to pay operating expenses (including the management and services we provide to maintain the Energy Servers over the term of the PPA) and to service the non-recourse debt with the remaining cash flows distributed to the Equity Investors. In transactions accounted for as sales-type leases, we recognize subsequent customer billings as electricity revenue over the term of the PPA and amortize any applicable government incentive program grants as a reduction to depreciation expense of the Energy Server over the term of the PPA. In transactions accounted for as operating leases, we recognize subsequent customer payments and any applicable government incentive program grants as electricity revenue and service revenue over the term of the PPA. Upon sale or liquidation of a PPA Entity, distributions would occur in the order of priority specified in the contractual agreements. We have established six different PPA Entities to date. The contributed funds are restricted for use by the Operating Company to the purchase of our Energy Servers manufactured by us in our normal course of operations. All six PPA Entities utilized their entire available financing capacity and have completed the purchase of their Energy Servers. Any debt incurred by the Operating Companies is non-recourse to us. Under these structures, each Investment Company is treated as a partnership for U.S. federal income tax purposes. Equity Investors receive investment tax credits and accelerated tax depreciation benefits. In 2016, we purchased the tax equity investor’s interest in PPA I, which resulted in a change in our ownership interest in PPA I while we continued to hold the controlling financial interest in this company. In 2019, we bought out the then-existing tax equity investors' interest in the PPA II Investment Company, and admitted two new equity investors as a member of the PPA II Operating Company, retaining only a minor equity interest in the Operating Company. One of the new equity investors became the managing member, and as a result we determined that we no longer retained a controlling interest in the Operating Company in PPA II and therefore, the Operating Company was no longer consolidated as a VIE into our consolidated financial statements. In 2019, we also entered into a PPA IIIb upgrade of Energy Servers transaction where we bought out the equity interest of the third-party investor, decommissioned the Energy Servers in the Operating Company and sold new Energy Servers deployed at customer sites through our managed services financing option. The PPA IIIb Investment Company and Operating Company became wholly-owned by us but no longer met the definition of a VIE. We therefore continue to consolidate PPA IIIb in our consolidated financial statements. PPA Entities' Activities Summary The table below shows the details of the three Investment Company VIEs that were active during the year ended December 31, 2020 and their cumulative activities from inception to the years indicated (dollars in thousands): PPA IIIa PPA IV PPA V Overview: Maximum size of installation (in megawatts) 10 21 40 Installed size (in megawatts) 10 19 37 Term of power purchase agreements (in years) 15 15 15 First system installed Feb-13 Sep-14 Jun-15 Last system installed Jun-14 Mar-16 Dec-16 Income (loss) and tax benefits allocation to Equity Investor 99% 90% 99% Cash allocation to Equity Investor 99% 90% 90% Income (loss), tax and cash allocations to Equity Investor after the flip date 5% No flip No flip Equity Investor 1 US Bank Exelon Corporation Exelon Corporation Put option date 2 1st anniversary of flip point N/A N/A Company cash contributions $ 32,223 $ 11,669 $ 27,932 Company non-cash contributions 3 $ 8,655 $ — $ — Equity Investor cash contributions $ 36,967 $ 84,782 $ 227,344 Debt financing $ 44,968 $ 99,000 $ 131,237 Activity as of December 31, 2020: Distributions to Equity Investor $ 4,847 $ 8,852 $ 24,809 Debt repayment—principal $ 10,513 $ 21,163 $ 16,475 Activity as of December 31, 2019: Distributions to Equity Investor $ 4,803 $ 6,692 $ 70,591 Debt repayment—principal $ 6,631 $ 18,012 $ 9,453 Activity as of December 31, 2018: Distributions to Equity Investor $ 4,063 $ 4,568 $ 66,745 Debt repayment—principal $ 4,431 $ 15,543 $ 5,780 1 Investor name represents ultimate parent of subsidiary financing the project. 2 Investor right on the certain date, upon giving us advance written notice, to sell the membership interests to us or resign or withdraw from the investment partnership. 3 Non-cash contributions consisted of warrants that were issued by us to respective lenders to each PPA Entity, as required by such entity’s credit agreements. The corresponding values are amortized using the effective interest method over the debt term. The noncontrolling interests in PPA IIIa are redeemable as a result of the put option held by the Equity Investors as of December 31, 2020 and 2019. At December 31, 2020 and 2019, the carrying value of redeemable noncontrolling interests of $0.4 million and $0.4 million, respectively, exceeded the maximum redemption value. PPA Entities’ Aggregate Assets and Liabilities Generally, the assets of an Operating Company owned by an Investment Company can be used to settle only the Operating Company obligations, and the Operating Company creditors do not have recourse to us. The following are the aggregate carrying values of our VIEs' assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, including each of the PPA Entities in the PPA IIIa transaction, the PPA IV transaction, and the PPA V transaction (in thousands): December 31, December 31, 2019 Assets Current assets: Cash and cash equivalents $ 1,421 $ 1,894 Restricted cash 4,698 2,244 Accounts receivable 4,420 4,194 Customer financing receivable 5,428 5,108 Prepaid expenses and other current assets 3,048 3,587 Total current assets 19,015 17,027 Property and equipment, net 252,020 275,481 Customer financing receivable, non-current 45,268 50,747 Restricted cash 15,320 15,045 Other long-term assets 37 607 Total assets $ 331,660 $ 358,907 Liabilities Current liabilities: Accrued expenses and other current liabilities $ 19,510 $ 1,391 Deferred revenue and customer deposits 662 662 Current portion of debt 120,846 12,155 Total current liabilities 141,018 14,208 Derivative liabilities — 8,459 Deferred revenue 6,072 6,735 Long-term portion of debt 102,045 223,267 Other long-term liabilities — 2,355 Total liabilities $ 249,135 $ 255,024 As of January 1, 2020, the flip date, we are the majority owner shareholder in PPA IIIa receiving 95% of all cash distributions and profits and losses. In addition, we consolidated each PPA Entity as VIEs in the PPA IV transaction and PPA V transaction, as we remain the minority shareholder in each of these transactions but have determined that we are the primary beneficiary of these VIEs. These PPA Entities contain debt that is non-recourse to us and own Energy Server assets for which we do not have title. We believe that by presenting assets and liabilities separate from the PPA Entities, we provide a better view of the true operations of our core business. The table below provides detail into the assets and liabilities of Bloom Energy separate from the PPA Entities. The table provides our stand-alone assets and liabilities, those of the PPA Entities combined, and our consolidated balances as of December 31, 2020 and 2019 (in thousands): December 31, 2020 December 31, 2019 Bloom Energy PPA Entities Consolidated Bloom Energy PPA Entities Consolidated Assets Current assets $ 599,589 $ 19,015 $ 618,604 $ 455,680 $ 17,027 $ 472,707 Long-term assets 523,138 312,645 835,783 508,004 341,880 849,884 Total assets $ 1,122,727 $ 331,660 $ 1,454,387 $ 963,684 $ 358,907 $ 1,322,591 Liabilities Current liabilities $ 295,359 $ 20,172 $ 315,531 $ 234,328 $ 2,053 $ 236,381 Current portion of debt — 120,846 120,846 325,428 12,155 337,583 Long-term liabilities 600,489 6,072 606,561 599,709 17,549 617,258 Long-term portion of debt 168,008 102,045 270,053 75,962 223,267 299,229 Total liabilities $ 1,063,856 $ 249,135 $ 1,312,991 $ 1,235,427 $ 255,024 $ 1,490,451 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Purchase Commitments with Suppliers and Contract Manufacturers - In order to reduce manufacturing lead-times and to ensure an adequate supply of inventories, we have agreements with our component suppliers and contract manufacturers to allow long lead-time component inventory procurement based on a rolling production forecast. We are contractually obligated to purchase long lead-time component inventory procured by certain manufacturers in accordance with our forecasts. We can generally give notice of order cancellation at least 90 days prior to the delivery date. However, we issue purchase orders to our component suppliers and third-party manufacturers that may not be cancellable. As of December 31, 2020 and 2019, we had no material open purchase orders with our component suppliers and third-party manufacturers that are not cancellable. Portfolio Financings - Under the terms of the PPA I transaction, customers agree to purchase power from our Energy Servers at negotiated rates, generally for periods of up to 15 years. We are responsible for all operating costs necessary to maintain, monitor and repair the Energy Servers, including the fuel necessary to operate the systems under certain PPAs. The risk associated with the future market price of fuel purchase obligations is mitigated with commodity contract futures. For additional information, see Note 13 - P ortfolio Financing s We guarantee the performance of Energy Servers at certain levels of output and efficiency to its customers over the contractual term. The PPA Entities monitor the need for any accruals arising from such guaranties, which are calculated as the difference between committed and actual power output or between natural gas consumption at warranted efficiency levels and actual consumption, multiplied by the contractual rates with the customer. Amounts payable under these guaranties are accrued in periods when the guaranties are not met and are recorded in cost of service revenue in the consolidated statements of operations. We paid $7.4 million and $3.5 million for the years ended December 31, 2020 and 2019, respectively. Letters of Credit - In June 2015, PPA V entered into a $131.2 million credit agreement to fund the purchase and installation of our Energy Servers. The lenders have commitments to a Letter of Credit ("LC") facility with the aggregate principal amount of $6.2 million. The LC facility is to fund the debt service reserve account. The amount reserved under the LC as of December 31, 2020 was $5.2 million. In 2019, pursuant to the PPA II upgrade of Energy Servers, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative development and established a cash-collateralized LC for this purpose. As of December 31, 2020, the balance of this cash-collateralized LC was $108.7 million, of which $20.3 million and $88.4 million is recognized as short-term and long-term restricted cash, respectively. Pledged Funds - In 2019, pursuant to the PPA IIIb upgrade of Energy Servers, we have restricted cash of $20.0 million, which has been pledged for a seven-year period to secure our operations and maintenance obligations with respect to the totality of our obligations to the financier. All or a portion of such funds would be released if we meet certain credit rating and/or market capitalization milestones prior to the end of the pledge period. If we do not meet the required criteria within the first five-year period, the funds would still be released to us over the following two years as long as the Energy Servers continue to perform in compliance with our warranty obligations. Contingencies Indemnification Agreements - We enter into standard indemnification agreements with our customers and certain other business partners in the ordinary course of business. Our exposure under these agreements is unknown because it involves future claims that may be made against us but have not yet been made. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations. Delaware Economic Development Authority - In March 2012, we entered into an agreement with the Delaware Economic Development Authority to provide a grant of $16.5 million to us as an incentive to establish a new manufacturing facility in Delaware and to provide employment for full time workers at the facility over a certain period of time. The grant contains two types of milestones that we must complete to retain the entire amount of the grant proceeds. The first milestone was to provide employment for 900 full time workers in Delaware by the end of the first recapture period of September 30, 2017. The second milestone was to pay these full-time workers a cumulative total of $108.0 million in compensation by September 30, 2017. There are two additional recapture periods at which time we must continue to employ 900 full time workers and the cumulative total compensation paid by us is required to be at least $324.0 million by September 30, 2023. As of December 31, 2020, we had 424 full time workers in Delaware and paid $152.2 million in cumulative compensation. As of December 31, 2019, we had 323 full time workers in Delaware and paid $120.1 million in cumulative compensation. We have so far received $12.0 million of the grant, which is contingent upon meeting the milestones through September 30, 2023. In the event that we do not meet the milestones, we may have to repay the Delaware Economic Development Authority, up to $2.0 million on September 30, 2021 and up to an additional $2.5 million on September 30, 2023. We repaid $1.5 million of the grant in 2017, and no additional amounts have been repaid since then. As of December 31, 2020, we have recorded $1.3 million in current liabilities and $9.2 million in other long-term liabilities for potential future repayments of this grant. Investment Tax Credits - Our Energy Servers are eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the incentives. Energy Servers are purchased by the PPA Entities, other financial sponsors, or customers and, therefore, these parties bear the risk of repayment if the assets placed in service do not meet the ITC operational criteria in the future although in certain limited circumstances we do provide indemnification for such risk. Legal Matters - We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matters may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or on future periods. In July 2018, two former executives of Advanced Equities, Inc., Keith Daubenspeck and Dwight Badger, filed a statement of claim with the American Arbitration Association in Santa Clara, CA, against us, Kleiner Perkins, Caufield & Byers, LLC (“KPCB”), New Enterprise Associates, LLC (“NEA”) and affiliated entities of both KPCB and NEA seeking to compel arbitration and alleging a breach of a confidential agreement executed between the parties on June 27, 2014 (the “Confidential Agreement”). On May 7, 2019, KPCB and NEA were dismissed with prejudice. On June 15, 2019, a second amended statement of claim was filed against us alleging securities fraud, fraudulent inducement, a breach of the Confidential Agreement, and violation of the California unfair competition law. On July 16, 2019, we filed our answering statement and affirmative defenses. On September 27, 2019, we filed a motion to dismiss the statement of claim. On March 24, 2020, the Tribunal denied our motion to dismiss in part, and ordered that claimant’s relief is limited to rescission of the Confidential Agreement or remedies consistent with rescission, and not expectation damages. On September 14, 2020, the Tribunal issued an interim order dismissing the Claimant’s remaining claims and requesting further briefing on the issue of prevailing party. On November 10, 2020, the Tribunal issued an order declaring Bloom the prevailing party and requesting a motion for award of attorney’s fees. We are waiting for the final order on the award of attorney fees. On July 30, 2020, claimants notified us that they intend to file a complaint in the Northern District of California seeking to stay the arbitration, and disqualify the arbitration panel on procedural grounds. We believe claimants have no basis to bring this complaint and that doing so will breach the Confidential Agreement. Claimants have not yet filed such complaint. In June 2019, Messrs. Daubenspeck and Badger filed a complaint against our Chief Executive Officer ("CEO") and our former Chief Financial Officer ("CFO") in the United States District Court for the Northern District of Illinois asserting nearly identical claims as those in the pending arbitration discussed above. The lawsuit was stayed pending the outcome of the arbitration. Once the arbitration was dismissed, on October 2, 2020, plaintiffs filed a motion to lift the stay and on October 20, 2020, over our objection, the motion was granted. We intend to file a motion to dismiss once we have received the final order from the arbitration regarding attorney’s fees. We believe the complaint to be without merit and that the issues were previously tried and dismissed in the arbitration. We are unable to estimate any range of reasonably possible losses. In March 2019, the Lincolnshire Police Pension Fund filed a class action complaint in the Superior Court of the State of California, County of Santa Clara, against us, certain members of our senior management, certain of our directors and the underwriters in our July 25, 2018 IPO alleging violations under Sections 11 and 15 of the Securities Act of 1933, as amended (the "Securities Act"), for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with our IPO. Two related class action cases were subsequently filed in the Santa Clara County Superior Court against the same defendants containing the same allegations; Rodriquez vs Bloom Energy et al. was filed on April 22, 2019 and Evans vs Bloom Energy et al. was filed on May 7, 2019. These cases have been consolidated. Plaintiffs' consolidated amended complaint was filed with the court on September 12, 2019. On October 4, 2019, defendants moved to stay the lawsuit pending the federal district court action discussed below. On December 7, 2019, the Superior Court issued an order staying the action through resolution of the parallel federal litigation mentioned below. We believe the complaint to be without merit and we intend to defend this action vigorously. Given that the case is still in its early stages, we are unable to estimate any range of reasonably possible losses. In May 2019, Elissa Roberts filed a class action complaint in the federal district court for the Northern District of California against us, certain members of our senior management team, and certain of our directors alleging violations under Section 11 and 15 of the Securities Act for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with our IPO. On September 3, 2019, James Hunt was appointed as lead plaintiff and Levi & Korsinsky was appointed as plaintiff’s counsel. On November 4, 2019, plaintiffs filed an amended complaint adding the underwriters in our initial public offering, claims under Sections 10b and 20a of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and extending the class period to September 16, 2019. On April 21, 2020, plaintiffs filed a second amended complaint adding claims under the Securities Act. The second amended complaint also adds allegations pertaining to the restatement and, as to claims under the Exchange Act, extends the class period through February 12, 2020. On July 1, 2020, we filed a motion to dismiss the second amended complaint and are waiting for a ruling on that motion. We believe the complaint to be without merit and we intend to defend this action vigorously. Because this action is in the early stages, we are unable to predict the outcome of this litigation at this time and accordingly are not able to estimate any range of reasonably possible losses. I n September 2019, we received a books and records demand from purported stockholder Dennis Jacob (“Jacob Demand”). The Jacob Demand cites allegations from the September 17, 2019 report prepared by admitted short seller Hindenburg Research. In November 2019, we received a substantially similar books and records demand from the same law firm on behalf of purported stockholder Michael Bolouri (“Bolouri Demand” and, together with the Jacob Demand, the “Demands”). On January 13, 2020, Messrs. Jacob and Bolouri filed a complaint in the Delaware Court of Chancery to enforce the Demands in the matter styled Jacob, et al. v. Bloom Energy Corp. , C.A. No. 2020-0023-JRS. On March 9, 2020, Messrs. Jacob and Bolouri filed an amended complaint in the Delaware Court of Chancery to add allegations regarding the restatement. The court held a one-day trial on December 7, 2020. On February 25, 2021, the Delaware Court of Chancery issued a decision rejecting the Bolouri Demand but granting in part the Jacob Demand allowing limited access to certain books and records pertaining to the allegations made in the Hindenburg Research Report. We are unable to estimate any range of reasonably possible losses. In March 2020, Francisco Sanchez filed a class action complaint in Santa Clara County Superior Court against us a lleging certain wage and hour violations under the California Labor Code and Industrial Welfare Commission Wage Orders and that we engaged in unfair business practices under the California Business and Professions Code, and in July 2020 he amended his complaint to add claims under the California Labor Code Private Attorneys General Act. On November 30, 2020, we filed a motion to compel arbitration and the motion was to be heard on March 5, 2021. On February 24, 2021, Mr.Sanchez dismissed the individual and class action claims without prejudice, leaving one cause of action for enforcement of the Private Attorney Generals Act . Given that the case is still in its early stages, we are unable to estimate any range of reasonably possible losses. On April 2, 2020, we agreed with the U.S. Environmental Protection Agency ("EPA") on the terms of a Consent Agreement and Final Order. On May 12, 2020, an Administrative Law Judge of the Environmental Appeals Board of the EPA ratified the Consent Agreement between EPA and us, which was incorporated by reference into a Final Order to resolve EPA Docket No. RCRA-HQ-2020-501. Under the Consent Agreement, we paid a civil penalty of approximately $0.2 million and submitted to an audit for the time period from September 2015 to December 2019. Shipments of its desulfurization units made during that time period utilizing the Manufacturing Process Unit ("MPU") exemption will be subject to a penalty based on per ship penalty amounts agreed to with the EPA. We utilized the MPU until November of 2016 and $1.2 million was accrued during the first quarter of 2020. The audit was completed during the fourth quarter of 2020 and the penalty for shipments made was approximately $1.2 million. The EPA accepted the audited amount and payment was made by us during the fourth quarter of 2020. The matter is now closed. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Segment Information | Segment Information Our chief operating decision makers ("CODMs"), our CEO and the CFO, review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The CODMs allocate resources and make operational decisions based on direct involvement with our operations and product development efforts. We are managed under a functionally-based organizational structure with the head of each function reporting to the Chief Executive Officer. The CODMs assess performance, including incentive compensation, based upon consolidated operations performance and financial results on a consolidated basis. As such, we have a single operating unit structure and are a single reporting segment. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Our operations include the following related party transactions (in thousands): Years Ended 2020 2019 2018 Total revenue from related parties $ 7,562 $ 228,100 $ 32,381 Interest expense to related parties 2,513 6,756 8,893 Consulting expenses to related parties 1 (included in general and administrative expense) — — 125 1 As of July 2019, we no longer have a consultant considered to be a related party. Bloom Energy Japan Limited In May 2013, we entered into a joint venture with Softbank Corp., which is accounted for as an equity method investment. Under this arrangement, we sell Energy Servers and provide maintenance services to the joint venture. For the years ended December 31, 2020 and 2019, we recognized related party total revenue of $3.4 million and $4.2 million, respectively. Accounts receivable from this joint venture was $2.4 million as of December 31, 2020 and 2019. SK Engineering & Construction Co., Ltd Joint Venture In September 2019, we entered into a joint venture agreement with SK E&C to establish a light-assembly facility in the Republic of Korea for sales of certain portions of our Energy Server for the stationary utility and commercial and industrial market in the Republic of Korea. The joint venture is majority controlled and managed by us and is accounted for as a consolidated subsidiary. For the year ended December 31, 2020, we recognized related party total revenue of $4.2 million and we had no outstanding accounts receivable from this joint venture as of December 31, 2020. Debt to Related Parties We had no debt or convertible notes from investors considered to be related parties as of December 31, 2020. The following is a summary of our debt and convertible notes from investors considered to be related parties as of December 31, 2019 (in thousands): Unpaid Net Carrying Value Current Long- Total Recourse debt from related parties: 10% Convertible Promissory Notes due December 2021 from related parties $ 20,801 $ 20,801 $ — $ 20,801 Non-recourse debt from related parties: 7.5% Term Loan due September 2028 from related parties 38,337 3,882 31,088 34,970 Total debt from related parties $ 59,138 $ 24,683 $ 31,088 $ 55,771 In November 2019, one related-party note holder exchanged $6.9 million of their 10% Convertible Notes at the conversion price of $11.25 per share into 616,302 shares of Class A common stock. On March 31, 2020, we issued $30.0 million of new 10% Convertible Notes to two related-party note holders. In May 2020, the 7.5% term loan note holder ceased to be considered a related party. We repaid $2.1 million and $2.2 million of the non-recourse 7.5% term loan principal balance in the year ended December 31, 2020 and 2019, respectively, and we paid $0.7 million and $3.0 million of interest in the year ended December 31, 2020 and 2019, respectively. In August 2020, NEA, Foris Ventures, LLC, and KPCB converted their notes of $33.9 million, $10.0 million and $6.9 million, plus accrued and unpaid interest into 4.2 million, 1.3 million and 0.9 million shares of Class B common stock respectively. All of the noteholders subsequently converted their shares into Class A common stock during August and September 2020. The unamortized premium of $2.3 million was reclassified to additional paid in capital. See Note 7 - Outstanding Loans and Security Agreements |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases Facilities, Office Buildings, and Vehicles We lease most of our facilities, office buildings and vehicles under operating leases that expire at various dates through July 2029. We lease various manufacturing facilities in Sunnyvale, Fremont, and Mountain View, California. Our lease for our Sunnyvale manufacturing facilities was entered into in April 2005 and expired in December 2020. In January 2021, we extended this lease to December 2023. In June 2020, we signed a lease in Fremont that will expire in 2027 to replace the manufacturing facility in Sunnyvale. Our current lease for our manufacturing facilities at Mountain View was entered into in December 2011, and expired in December 2019, but it extended on a month-to-month basis. The existing plants together comprise approximately 370,601 square feet of space. We lease additional office space as field offices in the United States and around the world including in India, the Republic of Korea, China, and Taiwan. Certain of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. During the year ended December 31, 2020, rent expense for all occupied facilities was $9.9 million. During the years ended December 31, 2019 and 2018, prior to our adoption of ASC 842, rent expense for all occupied facilities was $7.8 million and $6.3 million, respectively. At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles. Our leases have remaining lease terms ranging from less than 1 year to 9 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating and financing lease right-of-use assets and lease liabilities for facilities, office buildings, and vehicles as of December 31, 2020 were as follows (in thousands): December 31, 2020 Assets: Operating lease right-of-use assets, net 1, 2 $ 35,621 Financing lease right-of-use assets, net 3, 4 334 Total $ 35,955 Liabilities: Current: Operating lease liabilities $ 7,899 Financing lease liabilities 5 74 Total current lease liabilities 7,973 Non-current: Operating lease liabilities 41,849 Financing lease liabilities 6 267 Total non-current lease liabilities 42,116 Total lease liabilities $ 50,089 1 At December 31, 2020, these assets primarily include leases for facilities, office buildings, and vehicles. 2 Net of accumulated amortization. 3 At December 31, 2020, these assets primarily include leases for vehicles. 4 Included in property, plant and equipment, net, in the consolidated balance sheets, net of accumulated amortization. 5 Included in accrued expenses and other current liabilities in the consolidated balance sheets. 6 Included in other long-term liabilities in the consolidated balance sheets. The components of our facilities, office buildings, and vehicles' lease costs for the year ended December 31, 2020 were as follows (in thousands): December 31, 2020 Operating lease costs $ 9,804 Financing lease costs: Amortization of financing lease right-of-use assets 51 Interest expense for financing lease liabilities 16 Total financing lease costs 67 Short-term lease costs 613 Total lease costs $ 10,484 Weighted average remaining lease terms and discount rates for our facilities, office buildings, and vehicles as of December 31, 2020 were as follows: December 31, 2020 Remaining lease term (years): Operating leases 6.7 years Finance leases 4.2 years Discount rate: Operating leases 8.7 % Finance leases 7.0 % Future lease payments under lease agreements for our facilities, office buildings, and vehicles as of December 31, 2020, were as follows (in thousands): Operating Leases Finance Leases 2021 $ 11,388 $ 95 2022 8,211 95 2023 8,292 90 2024 8,472 84 2025 8,330 28 Thereafter 19,863 — Total minimum lease payments 64,556 392 Less: amounts representing interest or imputed interest (14,808) (51) Present value of lease liabilities $ 49,748 $ 341 As of December 31, 2020, we had additional operating leases related to facilities that will commence during 2021 with future lease payments of $5.2 million. These operating leases will commence in fiscal year 2021 with lease terms of up to 3 years. Prior to adoption of ASC 842, at December 31, 2019, future minimum lease payments under operating leases were as follows (in thousands): Operating Leases 2020 $ 7,250 2021 5,495 2022 4,168 2023 4,230 2024 4,357 Thereafter 17,913 Total lease payments $ 43,413 Managed Services and Portfolio Financings Through PPA Entities As described above under Accounting Guidance Implemented in 2020 , certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to the adoption of ASC 842, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services arrangements or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements. Lease agreements under our Managed Services arrangements and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. The Company mitigates remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction. Managed Services Financings - Our Managed Services arrangements with financiers are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. These financing obligations are included in each agreements' contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034 and there was no recorded rent expense for the year ended December 31, 2020. At December 31, 2020, future lease payments under the Managed Services financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands): Financing Obligations Sublease Payments 1 2021 $ 40,589 $ (40,589) 2022 41,584 (41,584) 2023 42,526 (42,526) 2024 40,429 (40,429) 2025 39,379 (39,379) Thereafter 87,623 (87,623) Total lease payments 292,130 $ (292,130) Less: imputed interest (172,860) Total lease obligations 119,270 Less: current obligations (12,745) Long-term lease obligations $ 106,525 1 Sublease Payments primarily represents the fees received by the bank from our customer for the electricity generated by our Energy Servers leased under our Managed Services and other similar arrangements, which also pay down our financing obligation to the bank. The long-term financing obligations, as reflected in our Consolidated Balance Sheets, were $460.0 million and $446.2 million as of December 31, 2020 and 2019, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point. Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. We have not entered into any new PPAs with customers under such arrangements during 2020. The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): December 31, 2020 Lease payment receivables, net 1 $ 49,806 Estimated residual value of leased assets (unguaranteed) 890 Net investment in sales-type leases 50,696 Less: current portion (5,428) Non-current portion of net investment in sales-type leases $ 45,268 1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2020. As of December 31, 2020, the future scheduled customer payments from sales-type leases were as follows (in thousands): Future minimum lease payments 2021 $ 5,796 2022 6,110 2023 6,435 2024 6,797 2025 7,125 Thereafter 19,176 Total undiscounted cash flows 51,439 Less: imputed interest (1,582) Present value of lease payments 1 $ 49,857 1 Amount comprises a current and long-term portion of lease receivables of $5.4 million and $44.4 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our statement of financial position as customer financing receivables. As of December 31, 2019, the components of investment in sales-type financing leases consisted of the following (in thousands): December 31, 2019 Total minimum lease payments to be received $ 76,886 Less: Amounts representing estimated executory costs (19,931) Net present value of minimum lease payments to be received 56,955 Estimated residual value of leased assets 890 Less: Unearned income (1,990) Net investment in sales-type financing leases 55,855 Less: Current portion (5,108) Non-current portion of net investment in sales-type leases $ 50,747 As of December 31, 2019, the future scheduled customer payments from sales-type financing leases were as follows (in thousands): 2020 2021 2022 2023 2024 Thereafter Future minimum lease payments, less interest $ 5,108 $ 5,428 $ 5,784 $ 6,155 $ 6,567 $ 25,923 Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2020, were as follows (in thousands): Operating Leases 2021 $ 43,176 2022 44,258 2023 45,345 2024 46,590 2025 47,612 Thereafter 264,207 Total lease payments $ 491,188 |
Leases | Leases Facilities, Office Buildings, and Vehicles We lease most of our facilities, office buildings and vehicles under operating leases that expire at various dates through July 2029. We lease various manufacturing facilities in Sunnyvale, Fremont, and Mountain View, California. Our lease for our Sunnyvale manufacturing facilities was entered into in April 2005 and expired in December 2020. In January 2021, we extended this lease to December 2023. In June 2020, we signed a lease in Fremont that will expire in 2027 to replace the manufacturing facility in Sunnyvale. Our current lease for our manufacturing facilities at Mountain View was entered into in December 2011, and expired in December 2019, but it extended on a month-to-month basis. The existing plants together comprise approximately 370,601 square feet of space. We lease additional office space as field offices in the United States and around the world including in India, the Republic of Korea, China, and Taiwan. Certain of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. During the year ended December 31, 2020, rent expense for all occupied facilities was $9.9 million. During the years ended December 31, 2019 and 2018, prior to our adoption of ASC 842, rent expense for all occupied facilities was $7.8 million and $6.3 million, respectively. At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles. Our leases have remaining lease terms ranging from less than 1 year to 9 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating and financing lease right-of-use assets and lease liabilities for facilities, office buildings, and vehicles as of December 31, 2020 were as follows (in thousands): December 31, 2020 Assets: Operating lease right-of-use assets, net 1, 2 $ 35,621 Financing lease right-of-use assets, net 3, 4 334 Total $ 35,955 Liabilities: Current: Operating lease liabilities $ 7,899 Financing lease liabilities 5 74 Total current lease liabilities 7,973 Non-current: Operating lease liabilities 41,849 Financing lease liabilities 6 267 Total non-current lease liabilities 42,116 Total lease liabilities $ 50,089 1 At December 31, 2020, these assets primarily include leases for facilities, office buildings, and vehicles. 2 Net of accumulated amortization. 3 At December 31, 2020, these assets primarily include leases for vehicles. 4 Included in property, plant and equipment, net, in the consolidated balance sheets, net of accumulated amortization. 5 Included in accrued expenses and other current liabilities in the consolidated balance sheets. 6 Included in other long-term liabilities in the consolidated balance sheets. The components of our facilities, office buildings, and vehicles' lease costs for the year ended December 31, 2020 were as follows (in thousands): December 31, 2020 Operating lease costs $ 9,804 Financing lease costs: Amortization of financing lease right-of-use assets 51 Interest expense for financing lease liabilities 16 Total financing lease costs 67 Short-term lease costs 613 Total lease costs $ 10,484 Weighted average remaining lease terms and discount rates for our facilities, office buildings, and vehicles as of December 31, 2020 were as follows: December 31, 2020 Remaining lease term (years): Operating leases 6.7 years Finance leases 4.2 years Discount rate: Operating leases 8.7 % Finance leases 7.0 % Future lease payments under lease agreements for our facilities, office buildings, and vehicles as of December 31, 2020, were as follows (in thousands): Operating Leases Finance Leases 2021 $ 11,388 $ 95 2022 8,211 95 2023 8,292 90 2024 8,472 84 2025 8,330 28 Thereafter 19,863 — Total minimum lease payments 64,556 392 Less: amounts representing interest or imputed interest (14,808) (51) Present value of lease liabilities $ 49,748 $ 341 As of December 31, 2020, we had additional operating leases related to facilities that will commence during 2021 with future lease payments of $5.2 million. These operating leases will commence in fiscal year 2021 with lease terms of up to 3 years. Prior to adoption of ASC 842, at December 31, 2019, future minimum lease payments under operating leases were as follows (in thousands): Operating Leases 2020 $ 7,250 2021 5,495 2022 4,168 2023 4,230 2024 4,357 Thereafter 17,913 Total lease payments $ 43,413 Managed Services and Portfolio Financings Through PPA Entities As described above under Accounting Guidance Implemented in 2020 , certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to the adoption of ASC 842, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services arrangements or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements. Lease agreements under our Managed Services arrangements and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. The Company mitigates remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction. Managed Services Financings - Our Managed Services arrangements with financiers are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. These financing obligations are included in each agreements' contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034 and there was no recorded rent expense for the year ended December 31, 2020. At December 31, 2020, future lease payments under the Managed Services financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands): Financing Obligations Sublease Payments 1 2021 $ 40,589 $ (40,589) 2022 41,584 (41,584) 2023 42,526 (42,526) 2024 40,429 (40,429) 2025 39,379 (39,379) Thereafter 87,623 (87,623) Total lease payments 292,130 $ (292,130) Less: imputed interest (172,860) Total lease obligations 119,270 Less: current obligations (12,745) Long-term lease obligations $ 106,525 1 Sublease Payments primarily represents the fees received by the bank from our customer for the electricity generated by our Energy Servers leased under our Managed Services and other similar arrangements, which also pay down our financing obligation to the bank. The long-term financing obligations, as reflected in our Consolidated Balance Sheets, were $460.0 million and $446.2 million as of December 31, 2020 and 2019, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point. Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. We have not entered into any new PPAs with customers under such arrangements during 2020. The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): December 31, 2020 Lease payment receivables, net 1 $ 49,806 Estimated residual value of leased assets (unguaranteed) 890 Net investment in sales-type leases 50,696 Less: current portion (5,428) Non-current portion of net investment in sales-type leases $ 45,268 1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2020. As of December 31, 2020, the future scheduled customer payments from sales-type leases were as follows (in thousands): Future minimum lease payments 2021 $ 5,796 2022 6,110 2023 6,435 2024 6,797 2025 7,125 Thereafter 19,176 Total undiscounted cash flows 51,439 Less: imputed interest (1,582) Present value of lease payments 1 $ 49,857 1 Amount comprises a current and long-term portion of lease receivables of $5.4 million and $44.4 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our statement of financial position as customer financing receivables. As of December 31, 2019, the components of investment in sales-type financing leases consisted of the following (in thousands): December 31, 2019 Total minimum lease payments to be received $ 76,886 Less: Amounts representing estimated executory costs (19,931) Net present value of minimum lease payments to be received 56,955 Estimated residual value of leased assets 890 Less: Unearned income (1,990) Net investment in sales-type financing leases 55,855 Less: Current portion (5,108) Non-current portion of net investment in sales-type leases $ 50,747 As of December 31, 2019, the future scheduled customer payments from sales-type financing leases were as follows (in thousands): 2020 2021 2022 2023 2024 Thereafter Future minimum lease payments, less interest $ 5,108 $ 5,428 $ 5,784 $ 6,155 $ 6,567 $ 25,923 Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2020, were as follows (in thousands): Operating Leases 2021 $ 43,176 2022 44,258 2023 45,345 2024 46,590 2025 47,612 Thereafter 264,207 Total lease payments $ 491,188 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events There have been no subsequent events that occurred during the period subsequent to the date of these consolidated financial statements that would require adjustment to our disclosure in the consolidated financial statements as presented. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the United States (“U.S. GAAP”). All intercompany transactions and balances have been eliminated upon consolidation. |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for each of our variable interest entities ("VIEs"), which we refer to as a tax equity partnership (each such VIE, also referred to as our power purchase agreement entities ("PPA Entities")). This approach focuses on determining whether we have the power to direct those activities of the PPA Entities that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPA Entities. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entities, as discussed in Note 13 - P ortfolio Financing s . We evaluate our relationships with the PPA Entities on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, including material rights estimates, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments. Other accounting estimates include variable consideration relating to product performance guaranties, assumptions to compute the fair value of debt financings, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates for recapture of the U.S. investment tax credit and similar federal tax benefits, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, and stock-based compensation costs. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including sales, expenses, our allowance for doubtful accounts, stock-based compensation, the carrying value of our long-lived assets, inventory, financial assets, and valuation allowances for tax assets, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning the COVID-19 pandemic and the actions taken to contain it or treat it, as well as the economic impact on local, regional, national and international customers, suppliers and markets. We have made estimates of the impact of COVID-19 within our consolidated financial statements and there may be changes to those estimates in future periods as new information becomes available. Actual results could differ materially from these estimates under different assumptions and conditions. |
Revenue Recognition | Revenue Recognition We primarily earn product and installation revenue from the sale and installation of our Energy Servers, service revenue by providing services under operations and maintenance services contracts and electricity revenue by selling electricity to customers under PPAs. We offer our customers several ways to finance their use of a Bloom Energy Server. Customers, including some of our international channel providers and Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into service contracts with us for the purchase of electricity generated by our Energy Servers (a "Managed Services Arrangement"), which is then financed through one of our financing partners ("Managed Services Financing"), or as a traditional lease. Finally, customers may purchase electricity through our PPA Entities ("Portfolio Financings"). Revenue Recognition Under ASC 606 Revenue from Contracts with Customers In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). We adopted ASU 2014-09 and its related amendments (collectively, “ASC 606”) as of January 1, 2019 using the modified retrospective method. In applying ASC 606, revenue related to contracts with customers is recognized by following a five-step process: Identify the contract(s) with a customer. Evidence of a contract generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement. Identify the performance obligations in the contract. Performance obligations are identified in our contracts and include transferring control of an Energy Server, installation of Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights. Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance penalties that may be payable to our customers. Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract. Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer. We frequently combine contracts governing the sale and installation of an Energy Server with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Server is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606. Most of our contracts contain performance obligations with a combination of our Energy Server product, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations. The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method. We also consider the customers’ rights of return in determining the transaction price where applicable. We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue and general and administrative operating expense. We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell an Energy Server with a maintenance services agreement and have not provided maintenance services to a customer who does not have use of an Energy Server, standalone selling prices are estimated using a cost-plus approach. Costs relating to Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the Energy Servers which may vary with the size of the customer, geographic region and the scale of the Energy Server deployment. As our business offerings and eligibility for the Investment Tax Credit ("ITC") evolve over time, we may be required to modify the expected margin in subsequent periods and our revenue could be adversely affected. Costs relating to installation include all direct and indirect installation costs. The margin we apply reflects our profit objectives relating to installation. Costs for maintenance services arrangements are estimated over the life of the maintenance contracts and include estimated future service costs and future material costs. Material costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. After considering the total service costs, we apply a lower margin to our service costs than to our Energy Servers as it best reflects our long-term service margin expectations and comparable historical industry service margins. As a result, our estimate of our selling price is driven primarily by our expected margin on both the Energy Server and the maintenance services agreements based on their respective costs or, in the case of maintenance services agreements, the estimated costs to be incurred. We recognize product and installation revenue at the point in time that the Customer obtains control of the Energy Server. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities. Amounts billed to customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling fees are recorded as revenue and the related cost is a cost to fulfill the contract that is recognized within costs of goods sold. The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows: Product Revenue - All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on Third-Party PPAs, international channel providers and traditional lease customers. We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance which is when the system has been installed and is running at full power or, in the case of sales to our international channel providers, based upon shipment terms. Under our traditional lease financing option, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined Installation Revenue - Nearly all of our installation revenue relates to the installation of Energy Servers sold to customers as part of a direct purchase and to financing parties as part of a traditional lease, Managed Services Financing, or Portfolio Financing. Generally, we recognize installation revenue when the system has been installed and is running at full power. Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred. Service Revenue - Service revenue is generated from maintenance services agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following acceptance. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation - being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year. Service revenue is recognized ratably over the term of the first or renewed one-year service period. Given our customers' renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Server. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material right over the period in which such rights are exercised. Payments from customers for the extended maintenance contracts are received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed. Electricity Revenue - We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA entities. Our PPA Entities purchase Energy Servers from us and sell electricity produced by these systems to customers through long-term PPAs. Customers are required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs' contractual term. In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment”. As the Energy Servers were determined not to be integral equipment, we determine if the leaseback was classified as a financing lease or an operating lease. Under ASC 840 Leases , ("ASC 840"), our Managed Services Agreements with the financiers were classified as capital leases and were accordingly recorded as financing transactions, while the sub-lease arrangements with the end customer were classified as operating leases. We have determined that the financiers are our customers in our Managed Services Agreements. In these Managed Services Financings, we enter into an agreement with a customer for a certain term. In exchange for the use of the Energy Server and its generated electricity, the customer makes a monthly payment. The customer's monthly payment includes a fixed monthly capacity-based payment, and in some cases also includes a performance-based payment based on the performance of the Energy Server. The fixed capacity-based payments made by the customer are applied toward our obligation to pay down the financing obligation with the financier. The performance-based payment is transferred to us as compensation for operations and maintenance services and is recognized as electricity revenue. We allocate the total payments received based on the relative standalone selling prices to electricity revenue and to service revenue. Electricity revenue relating to PPAs was typically accounted for in accordance with ASC 840, and service revenue in accordance with ASC 606. We adopted ASC 842 Leases , ("ASC 842") with effect from January 1, 2020. Under ASC 842, our Managed Services Agreements with the financier continue to be accounted for as financing transactions because the repurchase options in these agreements prevent the transfer of control of the systems to the financier. We also determined that the sub-lease arrangements with the customer are not within the scope of ASC 842 because the customer does not have the right to control the use of the underlying assets (i.e., the Energy Servers). Accordingly, for transactions entered into on or after January 1, 2020 such arrangements with customers are accounted for under ASC 606. Under ASC 606, we recognize revenue for the electricity generated as electricity revenue. Transactions entered into with customers prior to January 1, 2020 carried over their classification as operating leases and continue to be accounted for consistent with prior years as described in the paragraph above. Refer below under Accounting Guidance Implemented in 2020 for further discussion regarding our managed services arrangements. We recognize revenue from the satisfaction of performance obligations under our PPAs and Managed Services Financings as the electricity is provided over the term of the agreement in the amount invoiced, which reflects the amount of consideration to which we have the right to invoice and which corresponds to the value transferred under such arrangements. Contract Modifications Contract modifications are accounted for as separate contracts if the additional products and services are distinct and priced at standalone selling prices. If the additional products and services are distinct, but not priced at standalone selling prices, the modification is treated as a termination of the existing contract and the creation of a new contract. If the additional products and services are not distinct within the context of the contract, the modification is combined with the original contract and either an increase or decrease in revenue is recognized on the modification date. Deferred Revenue We recognize a contract liability (referred to as deferred revenue in our consolidated financial statements) when we have an obligation to transfer products or services to a customer in advance of us satisfying a performance obligation and the contract liability is reduced as performance obligations are satisfied and revenue is recognized. The related cost of such product is deferred as a component of deferred cost of revenue in the consolidated balance sheets. Prior to shipment of the product or the commencement of performance of maintenance services, any prepayment made by the customer is recorded as a customer deposit. Deferred revenue related to material rights for options to renew are recognized in revenue over the maintenance services period. A description of the principal activities from which we recognize cost of revenues associated with each of our revenue streams are classified as follows: Cost of Product Revenue - Cost of product revenue consists of costs of our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. Warranty costs are also included in cost of product revenue, see Warranty Costs below. Cost of Installation Revenue - Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs and traditional lease customers. It includes costs paid to our materials and service providers, personnel costs, shipping costs, and allocated costs. Cost of Service Revenue - Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes personnel costs for our customer support organization, certain allocated costs and extended maintenance-related product repair and replacement costs. Cost of Electricity Revenue - Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities and the cost of gas purchased in connection with our first PPA Entity. The cost of electricity revenue is generally recognized over the term of the Managed Services agreement or customer’s PPA contract. The cost of depreciation of the Energy Servers is reduced by the amortization of any U.S. Treasury Department grant payment in lieu of the energy investment tax credit associated with these systems. Incentives and Grants Tariff Agreement - One of our PPA entities entered into an agreement with Delmarva Power and Light ("Delmarva"), an energy company that supplies electricity and natural gas to its customers, PJM Interconnection ("PJM"), a regional transmission organization, and the State of Delaware under which PPA II provided the energy generated from its Energy Servers to PJM and received a tariff as collected by Delmarva. |
Revenue Recognized from Portfolio Financings Through PPA Entities | Revenue Recognized from Portfolio Financings Through PPA Entities (See Note 13 - P ortfolio Financing s In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. This program was financed by the sale of an Operating Company counter-party to a portfolio of PPAs to a PPA Entity. The investors in a PPA Entity contribute cash to the PPA Entity in exchange for an equity interest, which then allows the PPA Entity to purchase the Operating Company and the Energy Servers contemplated by the portfolio of PPAs owned by such Operating Company. The cash contributions held are classified as short-term or long-term restricted cash according to the terms of each PPA Entity's governing documents. As we identified customers, the Operating Company entered into a PPA with the customer pursuant to which the customer agreed to purchase the power generated by one or more Energy Servers at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the consolidated statements of operations. Sales-type Leases - Certain Portfolio Financings with PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840. The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842. See additional discussion below under Accounting Guidance Implemented in 2020 . We are responsible for the installation, operation and maintenance of the Energy Servers at the customers' sites, including running the Energy Servers during the term of the PPA which ranges from 10 to 15 years. Based on the terms of the PPAs, we may also be obligated to supply fuel for the Energy Servers. The amount billed for the delivery of electricity to customers primarily consists of returns on the amounts financed including interest revenue, service revenue and fuel revenue for certain arrangements. As the Portfolio Financings through PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received is allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements include the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements include service, fuel and interest related to the leased systems. Service revenue and fuel revenue are recognized over the term of the PPA as electricity is generated. For those transactions that contain a lease, the interest component related to the leased system is recognized as interest revenue over the life of the lease term. The customer has the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term. Service revenue related to sales-type leases of $2.3 million, $2.9 million, and $3.4 million for the years ended December 31, 2020, 2019 and 2018, respectively, is included in electricity revenue in the consolidated statements of operations. We have not entered into any new Portfolio Financing arrangements through PPA Entities during the last three years. Accordingly, there was no product revenue for such arrangements during the years ended December 31, 2020, 2019, or 2018. Operating Leases - Certain Portfolio Financings with PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance, but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements were carried over and accounted for as operating leases under ASC 842. See additional discussion below under Accounting Guidance Implemented in 2020. Revenue under these arrangements is recognized as electricity sales and service revenue and is provided to the customer at rates specified under the PPAs. During the years ended December 31, 2020, 2019, and 2018, revenue from electricity sales from these Portfolio Financings with PPA Entities amounted to $27.7 million, $29.7 million, and $30.9 million, respectively. During the years ended December 31, 2020, 2019, and 2018, service revenue amounted to $13.8 million, $14.6 million, and $15.2 million, respectively. |
Warranty Costs | Warranty Costs We generally warrant our products sold to our customers, international channel providers, and financing parties for the first year following the date of acceptance of the Energy Servers. This standard warranty covers defects in materials, workmanship and manufacturing or performance conditions under normal use and service conditions for the first year following acceptance or for the optional extended annual maintenance services period. Prior to adoption of ASC 606, our warranty accrual represents our best estimate of the amount necessary to settle future and existing claims during the warranty period as of the balance sheet date. We accrued for warranty costs based on estimated costs that may have been incurred including material costs, labor costs and higher customer electricity costs should the units not work for extended periods. To estimate the product warranty costs, we continuously monitored product returns for warranty failures and maintained the reserve for the related warranty expense based on various factors including historical warranty claims, field monitoring and results of lab testing. With the adoption of ASC 606, we only recognize warranty costs for those contracts that are considered to be assurance-type warranties and consequently do not give rise to performance obligations or for those maintenance service contracts that were previously in the scope of ASC 605-20-25, Separately Priced Extended Warranty and Product Maintenance Contracts. In addition, as part of our standard one-year warranty and managed services agreements obligations, we monitor the operations of the underlying systems and provide output and efficiency guaranties (collectively “product performance guaranties”). If the Energy Servers run at a lower efficiency or power output than we committed under our performance warranty or guaranty, we will reimburse the customer for this underperformance. Our performance obligation includes ensuring the Energy Server operates at least at the efficiency and/or power output levels set forth in the customer agreement. Our aggregate reimbursement obligation for a performance guaranty for each customer is capped based on the purchase price of the underlying Energy Server. Product performance guaranty payments are accounted for as a reduction in service revenue. We accrue for performance guaranties based on the estimated amounts reimbursable at each reporting period and recognize the costs as a reduction to revenue. |
Advertising and Promotion Costs | Advertising and Promotion Costs - Expenses related to advertising and promotion of products are charged to sales and marketing expense as incurred. We did not incur any material advertising or promotion expenses during the years ended December 31, 2020, 2019 and 2018. |
Research and Development | Research and Development - We conduct internally funded research and development activities to improve anticipated product performance and reduce product life-cycle costs. Research and development costs are expensed as incurred and include salaries and expenses related to employees conducting research and development. |
Stock-Based Compensation | Stock-Based Compensation - We account for stock options, restricted stock units ("RSUs") and performance-based stock units ("PSUs") awarded to employees and non-employee directors under the provisions of ASC 718, Compensation-Stock Compensation . Stock-based compensation costs for options are measured using the Black-Scholes valuation model. The Black-Scholes valuation model uses as inputs the fair value of our common stock and assumptions we make for the volatility of our common stock, the expected term of the award, the risk-free interest rate for a period that approximates the expected term of the stock options and the expected dividend yield. In developing estimates used to calculate assumptions, we established the expected term for employee options as well as expected forfeiture rates based on the historical settlement experience and after giving consideration to vesting schedules. For options with a vesting condition tied to the attainment of service and market conditions, stock-based compensation costs are recognized using Monte Carlo simulations. Stock-based compensation costs are recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. Previously recognized costs are reversed for the portion of awards forfeited prior to vesting as and when the forfeitures occurred. We typically record stock-based compensation costs for options under the straight-line attribution method over the requisite service period which is generally the vesting term, which is generally four years for options. Stock-based compensation costs for RSUs and PSUs are measured based on the fair value of the underlying shares on the date of grant. We recognize the compensation cost for RSUs using a straight-line basis over the requisite service period of the RSUs, which is generally three one We also use the Black-Scholes valuation model to estimate the fair value of stock purchase rights under the Bloom Energy Corporation 2018 Employee Stock Purchase Plan (the "2018 ESPP"). The fair value of the 2018 ESPP purchase rights is recognized as expense under the multiple options approach. Forfeitures are estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from initial estimates. Compensation costs for equity instruments granted to non-employees is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The fair value of the equity instruments is expensed over the term of the non-employee's service period. Stock issued to grantees in our stock-based compensation is from authorized and previously unissued shares. Stock-based compensation expense is recorded in the consolidated statements of operations based on the employees’ respective function. Stock-based compensation costs directly associated with the product manufacturing operations process are capitalized into inventory and expensed when the capitalized asset is used in the normal course of the sales or services process. We record deferred tax assets for awards that result in deductions on our income tax returns, unless we cannot realize the deduction (i.e., we are in a net operating loss position), based on the amount of compensation cost recognized and our statutory tax rate. Refer to Note 10 - Stock-Based Compensation and Employee Benefit Plans for further discussion of our stock-based compensation arrangements. |
Income Taxes | Income Taxes We account for income taxes using the liability method under ASC 740, Income Taxes ("ASC 740"). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have provided a full valuation allowance on our domestic deferred tax assets because we believe it is more likely than not that our deferred tax assets will not be realized. We follow the accounting guidance in ASC 740, which requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured pursuant to ASC 740-10 and the tax position taken or expected to be taken on our tax return. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. We established reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. We recognize interest and penalties related to unrecognized tax benefits in income tax expense. Refer to Note 11 - Income Taxes for further discussion of our income tax expense. |
Comprehensive Loss | Comprehensive Loss Our comprehensive loss is comprised of net loss attributable to Class A and Class B common stock shareholders, unrealized gain (loss) on available-for-sale securities, change in the effective portion of our interest rate swap agreements and comprehensive (income) loss attributable to noncontrolling interest and redeemable noncontrolling interest. |
Fair Value Measurement | Fair Value Measurement ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Financial assets utilizing Level 1 inputs typically include money market securities and U.S. Treasury securities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial liabilities utilizing Level 3 inputs include natural gas fixed price forward contracts, embedded derivatives in contracts with customers and embedded derivatives in our convertible notes. Derivative liability valuations are performed based on a binomial lattice model and adjusted for illiquidity and/or non-transferability and such adjustments are generally based on available market evidence. Contract embedded derivatives valuations are performed using a Monte Carlo simulation model which considers various potential electricity price curves over the sales contracts terms. |
Cash and Cash Equivalents | Cash, Cash Equivalents and Restricted Cash - Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase. Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to our Portfolio Financings, Third Party PPA and managed services arrangements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset. |
Restricted Cash | Cash, Cash Equivalents and Restricted Cash - Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase. Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to our Portfolio Financings, Third Party PPA and managed services arrangements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset. |
Derivative Financial Instruments | Derivative Financial Instruments - We enter into derivative natural gas fixed price forward contracts to manage our exposure to the fluctuating price of natural gas under certain of our power purchase agreements entered in connection with the PPA Entities (refer to Note 13 - P ortfolio Financing s ). In addition, we enter into fixed forward interest rate swap arrangements to convert variable interest rates on debt to a fixed rate and on occasion have committed to certain utility grid price protection guarantees in sales agreements. During the year ended December 31, 2019, we also had derivative financial instruments embedded in our 6% Convertible Notes as a means by which to provide additional incentive to investors and to obtain a lower cost cash-source of funds. Derivative transactions are governed by procedures covering areas such as authorization, counterparty exposure and hedging practices. Positions are monitored based on changes in the spot price in the commodity market and their impact on the market value of derivatives. Credit risk on derivatives arises from the potential for counterparties to default on their contractual obligations to us. We limit our credit risk by dealing with counterparties that are considered to be of high credit quality. We do not enter into derivative transactions for trading or speculative purposes. We account for our derivative instruments as either an asset or a liability which are carried at fair value on the consolidated balance sheets. Changes in the fair value of the derivatives that are designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets. Changes in fair value of those derivatives that no longer qualify as cash flow hedges or are derivatives that do not qualify for hedge accounting are recorded through earnings in the consolidated statements of operations. While we hedge certain of our natural gas purchase requirements under our PPAs, we do not classify these natural gas fixed price forward contracts as designated hedges for accounting purposes. Therefore, we record the change in the fair value of our natural gas fixed price forward contracts in cost of revenue on the consolidated statements of operations. The fair value of the natural gas fixed price forward contracts is recorded on the consolidated balance sheets as a component of accrued expenses and other current liabilities and as derivative liabilities. As these forward contracts are considered economic hedges, the changes in the fair value of these forward contracts are classified as operating activities within the statement of cash flows, which is consistent with the classification of the cash flows of the hedged item. Our interest rate swap arrangements qualify as cash flow hedges for accounting purposes as they effectively convert variable rate obligations into fixed rate obligations. The effective change is recorded in accumulated other comprehensive income (loss) and will be recognized as interest expense on settlement. As of January 1, 2019, we adopted ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). Per ASU 2017-12, ineffectiveness is no longer required to be measured or disclosed. If a cash flow hedge is discontinued due to changes in the forecasted hedged transactions, hedge accounting is discontinued prospectively and any unrealized gain or loss on the related derivative is recorded in accumulated other comprehensive income (loss) and is reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings. The fair value of the swap arrangement is recorded on the consolidated balance sheets as a component of accrued expenses and other current liabilities and as derivative liabilities. The changes in fair value of swap agreements are classified as operating activities within the statement of cash flows, which is consistent with the classification of the cash flows of the hedged item. We issued convertible notes with conversion features. These conversion features were evaluated under ASC 815-40, Derivatives and Hedging - Contracts in an Entity's Own Equity , and were determined to be embedded derivatives that were bifurcated from the debt and were classified prior to the IPO as liabilities on the consolidated balance sheet. We recorded these derivative liabilities at fair value and adjusted the carrying value to their estimated fair value at each reporting date with the increases or decreases in the fair value recorded as a gain (loss) on revaluation of warrant liabilities and embedded derivatives in the consolidated statements of operations. Upon the IPO, the final valuation of the embedded derivative was calculated as of the date of the IPO and was reclassified from a derivative liability to additional paid-in capital. |
Customer Financing Receivables | Customer Financing Receivables - The contractual terms of our customer financing receivables are primarily contained within the PPA Entities' customer lease agreements. Leases entered into prior to our adoption of ASC 842 carried over their classification as either operating or sales-type leases in accordance with the relevant accounting guidelines. Customer financing receivables were generated by Energy Servers leased to PPA Entities’ customers in leasing arrangements that qualified and continue to be accounted for as sales-type leases. Customer financing receivables for such arrangements represent the gross minimum lease payments to be received from customers and the system’s estimated residual value, net of unearned income and allowance for estimated losses. Initial direct costs for such sales-type leases continue to be recognized as cost of revenue when the Energy Servers are placed in service. |
Accounts Receivable | Accounts Receivable - Accounts receivable primarily represents trade receivables from sales to customers recorded at amortized cost less allowance for credit losses. The allowance for credit losses reflects our best estimate about future losses over the contractual life of outstanding accounts receivable taking into consideration historical experience, specific allowances for known troubled accounts, other currently available information including customer financial condition, and both current and forecasted economic conditions. |
Inventories | Inventories - Inventories consist principally of raw materials, work-in-process and finished goods and are stated on a first-in, first-out basis at the lower of cost or net realizable value. We record inventory excess and obsolescence provisions for estimated obsolete or unsellable inventory, equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about market conditions and future demand for product generally expected to be utilized over the next 12 to 24 months, including product needed to fulfill our warranty obligations. If actual future demand for our products is |
Property, Plant and Equipment | Property, Plant and Equipment - Property, plant and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Energy Servers are depreciated to their residual values over their useful economic lives which reflect consideration of the terms of their related PPA and tariff agreements. These useful lives are reassessed when there is an expected change in the use of the Energy Servers. Leasehold improvements are depreciated over the shorter of the lease term or their estimated depreciable lives. Buildings are amortized over the shorter of the lease or property term or their estimated depreciable lives. Assets under construction are capitalized as costs are incurred and depreciation commences after the assets are put into service within their respective asset class. |
Foreign Currency Transactions | Foreign Currency Transactions - The functional currency of our foreign subsidiaries is the U.S. dollar since they are considered financially and operationally integrated with their domestic parent. Foreign currency monetary assets and liabilities are remeasured into U.S. dollars at end-of-period exchange rates. Any currency transaction gains and losses are included as a component of other income (expense), net in our consolidated statements of operations and have not been significant for any period presented. |
Allocation of Profits and Losses of Consolidated Partnerships to Noncontrolling Interests | Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests - We generally allocate profits and losses to noncontrolling interests under the hypothetical liquidation at book value ("HLBV") method. HLBV is a balance sheet-oriented approach for applying the equity method of accounting when there is a complex structure, such as the flip structure of the PPA Entities. Refer to Note 13 - P ortfolio Financing s for more information. The determination of equity in earnings under the HLBV method requires management to determine how proceeds, upon a hypothetical liquidation of the entity at book value, would be allocated between our investors. The noncontrolling interest balance is presented as a component of permanent equity in the consolidated balance sheets. Noncontrolling interests with redemption features, such as put options, that are not solely within our control are considered redeemable noncontrolling interests. Exercisability of put options are solely dependent upon the passage of time, and hence, such put options are considered to be probable of becoming exercisable. We elected to accrete changes in the redemption value over the period from the date it becomes probable that the instrument will become redeemable to the earliest redemption date of the instrument by using an interest method. The balance of redeemable noncontrolling interests on the balance sheets is reported at the greater of its carrying value or its maximum redemption value at each reporting date. The redeemable noncontrolling interests are classified as temporary equity and therefore are reported in the mezzanine section of the consolidated balance sheets as redeemable noncontrolling interests. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements At the time of our initial public offering, as an emerging growth company ("EGC"), we elected to use the extended transition period provided by the Jumpstart Our Business Startups Act for the implementation of new or revised accounting standards, and as a result of this election, we did not have to comply with the public company effective dates for new accounting standards until we ceased to be classified as an EGC. As a result of the market value of our publicly held common stock held by non-affiliates exceeding $700 million, measured at the end of our second fiscal quarter, we lost our EGC status effective as of December 31, 2020. This accelerated the adoption of various accounting standards as detailed below under Accounting Guidance Implemented in 2020. These accounting standards were therefore, adopted as of January 1, 2020. As detailed below under Accounting Guidance Not Yet Adopted , we will adopt future accounting standards based on the public company effective dates. Other than the adoption of the accounting guidance mentioned below, there have been no other significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements. Accounting Guidance Implemented in 2020 Our adoption of the following guidance as of January 1, 2020 did not have a material impact on our consolidated financial statements and related disclosures: • ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) • ASU 2018-13, Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement • ASU 2018-07, Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting • ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments Leases - In February 2016, the FASB issued ASC 842, which supersedes all existing lease guidance. To increase transparency and comparability among organizations, this guidance requires that an entity that lease assets recognize right-of-use (“ROU”) assets representing its right to use the underlying asset for the lease term and lease liabilities related to the rights and obligations created by those leases on the balance sheet regardless of whether they are classified as finance or operating leases, with classification affecting the pattern and presentation of expenses and cash flows on the consolidated financial statements. In addition, new disclosures are required to meet the objective of enabling users of the consolidated financial statements to better understand the amount, timing, and uncertainty of cash flows arising from leases. Prior to December 31, 2020, as an EGC, we elected to use the extended transition period provided by the Jumpstart Our Business Startups Act for the implementation of new or revised accounting standards, and as a result of this election, we did not have to comply with the public company effective date for ASC 842 until we ceased to be classified as an EGC. Effective on December 31, 2020, we lost our EGC status which accelerated the adoption of ASC 842. As a result, we adjusted our previously reported consolidated financial statements effective January 1, 2020 in this Form 10-K for the year ended December 31, 2020. We adopted ASC 842 on January 1, 2020 on a modified retrospective basis under which we recognized and measured leases existing at, or entered into after, the beginning of the period of adoption. We elected the optional transition approach of not adjusting our comparative period consolidated financial statements for the impacts of adoption. Upon adoption of ASC 842, we recorded right-of-use assets of $28.1 million (after deducting $9.2 million relating to a tenant improvement allowance) and corresponding lease liabilities of $39.8 million related to our operating leases as a lessee for facilities, office buildings, and vehicles. The comparative consolidated balance sheet as of December 31, 2019 has not been restated to reflect the adoption of ASC 842. In addition, the amounts presented as deferred lease obligations on our consolidated balance sheet as of December 31, 2019 are now included in the calculation of the operating lease ROU assets. The transition guidance associated with ASC 842 also permitted certain practical expedients. We elected the practical expedient, which allowed us to carryforward certain aspects of our historical lease accounting under ASC 840 for leases that commenced before the effective date, including not to reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. We also elected the practical expedient to not separate non-lease and lease components and instead account for them as a single lease component for all classes of underlying assets. Lastly, for all classes of underlying assets, we elected to adopt an accounting policy for which we will not record on our consolidated balance sheets leases whose terms are 12 months or less. Instead, these lease payments are recognized in profit or loss on a straight-line basis over the lease term. Facilities, Office Buildings, and Vehicles The lease ROU assets and related lease liabilities are classified as either operating or financing. Lease liabilities are measured at the lease commencement date as the present value of future minimum lease payments. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. In measuring the present value of the future minimum lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the U.S. on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. |
Sales and Utility Taxes | Sales and Utility Taxes We recognize revenue on a net basis for taxes charged to our customers and collected on behalf of the taxing authorities. |
Shipping And Handling | Shipping and Handling Costs We generally record costs related to shipping and handling in cost of product revenue, cost of installation revenue and cost of service as they are incurred. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is calculated using the straight-line method over the estimated depreciable lives of the respective assets as follows: Depreciable Lives Energy Servers 15-21 years Computers, software and hardware 3-5 years Machinery and equipment 5-10 years Furniture and fixtures 3-5 years Leasehold improvements 1-10 years Buildings * * Lesser of 35 years or the term of the underlying land lease. Property, plant and equipment, net, consists of the following (in thousands): December 31, 2020 2019 Energy Servers $ 669,422 $ 650,600 Computers, software and hardware 20,432 20,275 Machinery and equipment 106,644 101,650 Furniture and fixtures 8,455 8,339 Leasehold improvements 37,497 35,694 Building 46,730 40,512 Construction in progress 21,118 12,611 910,298 869,681 Less: accumulated depreciation (309,670) (262,622) $ 600,628 $ 607,059 |
Schedule of Error Corrections and Prior Period Adjustments | The cumulative effect of applying ASC 842 on our consolidated balance sheets as of January 1, 2020 was as follows (in thousands): December 31, 2019 (1) Adjustments Due to the Adoption of ASC 842 January 1, 2020 Assets: Operating lease right-of-use assets $ — $ 28,121 $ 28,121 Total assets 1,322,591 28,121 1,350,712 Liabilities, Redeemable Noncontrolling Interest, Stockholders’ Deficit and Noncontrolling Interest: Operating lease liabilities - current — 5,535 5,535 Accrued expenses and other current liabilities 70,284 (1,314) (2) 68,970 Total current liabilities 573,964 4,221 578,185 Operating lease liabilities, non-current — 34,240 34,240 Other long-term liabilities 28,013 (10,340) (2) 17,673 Total liabilities 1,490,451 28,121 1,518,572 Total liabilities, redeemable noncontrolling interest, stockholders' deficit and noncontrolling interest 1,322,591 28,121 1,350,712 (1) As reported in our 2019 Annual Report on Form 10-K. (2) Adjustment relates to deferred rent balances as of December 31, 2019. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract with Customer, Asset and Liability | Deferred revenue and customer deposits as of December 31, 2020 and 2019 consists of the following (in thousands): December 31, 2020 2019 Deferred revenue $ 135,578 $ 175,619 Customer deposits 66,171 39,101 Deferred revenue and customer deposits $ 201,749 $ 214,720 Deferred revenue activity during the years ended December 31, 2020 and 2019 consists of the following (in thousands): Years Ended 2020 2019 Beginning balance $ 175,619 $ 149,612 Additions 652,960 709,843 Revenue recognized (693,001) (683,836) Ending balance $ 135,578 $ 175,619 |
Disaggregation of Revenue | We disaggregate revenue from contracts with customers into four revenue categories: (i) product, (ii) installation, (iii) services, and (iv) electricity (in thousands): Years Ended 2020 2019 2018 Under ASC 606 With Adoption of ASC 606 Under ASC 605 Revenue from contracts with customers: Product revenue $ 518,633 $ 557,336 $ 400,638 Installation revenue 101,887 60,826 68,195 Services revenue 109,633 95,786 83,267 Electricity revenue — 10,840 23,023 Total revenue from contract with customers 730,153 724,788 575,123 Revenue from contracts accounted for as leases: Electricity revenue 64,094 60,389 57,525 Total revenue $ 794,247 $ 785,177 $ 632,648 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | The carrying values of cash, cash equivalents and restricted cash approximate fair values and are as follows (in thousands): December 31, 2020 2019 As Held: Cash $ 180,808 $ 100,773 Money market funds 235,902 276,615 $ 416,710 $ 377,388 As Reported: Cash and cash equivalents $ 246,947 $ 202,823 Restricted cash 169,763 174,565 $ 416,710 $ 377,388 |
Restrictions on Cash and Cash Equivalents | The carrying values of cash, cash equivalents and restricted cash approximate fair values and are as follows (in thousands): December 31, 2020 2019 As Held: Cash $ 180,808 $ 100,773 Money market funds 235,902 276,615 $ 416,710 $ 377,388 As Reported: Cash and cash equivalents $ 246,947 $ 202,823 Restricted cash 169,763 174,565 $ 416,710 $ 377,388 Restricted cash consisted of the following (in thousands): December 31, 2020 2019 Current: Restricted cash $ 26,706 $ 28,494 Restricted cash related to PPA Entities 1 25,764 2,310 Restricted cash, current 52,470 30,804 Non-current: Restricted cash 286 10 Restricted cash related to PPA Entities 1 117,007 143,751 Restricted cash, non-current 117,293 143,761 $ 169,763 $ 174,565 1 We have VIEs that represent a portion of the consolidated balances recorded within the "restricted cash," and other financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2020, include $20.3 million and $0.7 million of current restricted cash, and $88.4 million and $13.3 million of non-current restricted cash, respectively, and these entities are not considered VIEs. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2019, included $108.7 million and $20.0 million of non-current restricted cash, respectively. |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The tables below set forth, by level, our financial assets that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measured at Reporting Date Using December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 235,902 $ — $ — $ 235,902 $ 235,902 $ — $ — $ 235,902 Liabilities Derivatives: Natural gas fixed price forward contracts $ — $ — $ 2,574 $ 2,574 Embedded EPP derivatives — — 5,541 5,541 Interest rate swap agreements — 15,989 — 15,989 $ — $ 15,989 $ 8,115 $ 24,104 Fair Value Measured at Reporting Date Using December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 276,615 $ — $ — $ 276,615 Interest rate swap agreements — 3 — 3 $ 276,615 $ 3 $ — $ 276,618 Liabilities Accrued expenses and other current liabilities $ 996 $ — $ — $ 996 Derivatives: Natural gas fixed price forward contracts — — 6,968 6,968 Embedded EPP derivatives — — 6,176 6,176 Interest rate swap agreements — 9,241 — 9,241 $ 996 $ 9,241 $ 13,144 $ 23,381 |
Schedule of Natural Gas Forward Contracts | The following table provides the number and fair value of our natural gas fixed price forward contracts (in thousands): December 31, 2020 December 31, 2019 Number of Contracts (MMBTU) ² Fair Number of Fair Liabilities ¹: Natural gas fixed price forward contracts (not under hedging relationships) 830 $ 2,574 1,991 $ 6,968 ¹ Recorded in current liabilities and derivative liabilities in the consolidated balance sheets. ² One MMBTU is a traditional unit of energy used to describe the heat value (energy content) of fuels. |
Change in Level 3 Financial Liabilities | The changes in the Level 3 financial liabilities during the year ended December 31, 2020 were as follows (in thousands): Natural Embedded EPP Derivative Liability Total Liabilities at December 31, 2018 $ 9,729 $ 4,015 $ 13,744 Settlement of natural gas fixed price forward contracts (3,605) — (3,605) Changes in fair value 844 2,161 3,005 Liabilities at December 31, 2019 6,968 6,176 13,144 Settlement of natural gas fixed price forward contracts (4,503) — (4,503) Changes in fair value 109 (635) (526) Liabilities at December 31, 2020 $ 2,574 $ 5,541 $ 8,115 |
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the unobservable inputs related to our Level 3 liabilities: As of December 31, 2020 Commodity Contracts Derivative Liabilities Valuation Technique Unobservable Input Units Range Average (in thousands) ($ per Units) Natural Gas $ 2,574 Discounted Cash Flow Forward basis price MMBTU $2.82 - $5.03 $ 3.67 |
Schedule of Fair Values and Carrying Values of Customer Receivables and Debt Instruments | The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands): December 31, 2020 December 31, 2019 Net Carrying Fair Value Net Carrying Fair Value Customer receivables Customer financing receivables $ 50,746 $ 42,679 $ 55,855 $ 44,002 Debt instruments Recourse: LIBOR + 4% Term Loan due November 2020 — — 1,536 1,590 5% Convertible Promissory Note due 2020 — — 36,482 32,070 10% Convertible Promissory Notes due December 2021 — — 273,410 302,047 10% Senior Secured notes due July 2024 — — 89,962 97,512 10.25% Senior Secured Notes due March 2027 68,614 71,831 — — 2.5% Green Convertible Senior Notes due August 2025 99,394 426,229 — — Non-recourse: 7.5% Term Loan due September 2028 31,746 37,658 34,969 41,108 6.07% Senior Secured Notes due March 2030 77,007 89,654 80,016 87,618 LIBOR + 2.5% Term Loan due December 2021 114,138 116,113 120,437 120,510 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | The components of inventory consist of the following (in thousands): December 31, 2020 2019 Raw materials $ 79,090 $ 67,829 Work-in-progress 29,063 21,207 Finished goods 33,906 20,570 $ 142,059 $ 109,606 |
Schedule of Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2020 2019 Government incentives receivable $ 479 $ 893 Prepaid hardware and software maintenance 5,227 3,763 Receivables from employees 5,160 6,130 Other prepaid expenses and other current assets 19,852 17,282 $ 30,718 $ 28,068 |
Schedule of Property, Plant and Equipment | Depreciation is calculated using the straight-line method over the estimated depreciable lives of the respective assets as follows: Depreciable Lives Energy Servers 15-21 years Computers, software and hardware 3-5 years Machinery and equipment 5-10 years Furniture and fixtures 3-5 years Leasehold improvements 1-10 years Buildings * * Lesser of 35 years or the term of the underlying land lease. Property, plant and equipment, net, consists of the following (in thousands): December 31, 2020 2019 Energy Servers $ 669,422 $ 650,600 Computers, software and hardware 20,432 20,275 Machinery and equipment 106,644 101,650 Furniture and fixtures 8,455 8,339 Leasehold improvements 37,497 35,694 Building 46,730 40,512 Construction in progress 21,118 12,611 910,298 869,681 Less: accumulated depreciation (309,670) (262,622) $ 600,628 $ 607,059 |
Schedule of Other Long-Term Assets | Other long-term assets consist of the following (in thousands): December 31, 2020 2019 Prepaid and other long-term assets $ 24,116 $ 29,153 Deferred commissions 6,732 5,007 Equity-method investments 1,954 5,733 Long-term deposits 1,709 1,759 $ 34,511 $ 41,652 |
Schedule of Accrued Warranty | Accrued warranty liabilities consist of the following (in thousands): December 31, 2020 2019 Product warranty $ 1,549 $ 2,345 Product performance 8,605 7,536 Maintenance services contracts 109 453 $ 10,263 $ 10,334 Changes in the product warranty and product performance liabilities were as follows (in thousands): Balances at December 31, 2018 $ 9,668 Cumulative effect upon adoption of ASC 606 1,032 Accrued warranty, net 1,849 Warranty expenditures during period (2,668) Balances at December 31, 2019 9,881 Accrued warranty, net 5,944 Warranty expenditures during the year (5,671) Balances at December 31, 2020 $ 10,154 |
Schedule of Accrued Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2020 2019 Compensation and benefits $ 28,343 $ 17,173 Current portion of derivative liabilities 19,116 4,834 Sales-related liabilities 14,479 416 Accrued installation 16,468 10,348 Sales tax liabilities 2,732 3,849 Interest payable 2,224 3,875 Other 28,642 29,789 $ 112,004 $ 70,284 |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): December 31, 2020 2019 Delaware grant $ 9,212 $ 10,469 Other 3,067 17,544 $ 12,279 $ 28,013 |
Outstanding Loans and Securit_2
Outstanding Loans and Security Agreements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of our debt as of December 31, 2020 (in thousands): Unpaid Net Carrying Value Unused Interest Maturity Dates Entity Recourse Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 70,000 $ — $ 68,614 $ 68,614 $ — 10.25% March 2027 Company Yes 2.5% Green Convertible Senior Notes due August 2025 230,000 — 99,394 99,394 2.5% August 2025 Company Yes Total recourse debt 300,000 — 168,008 168,008 — 7.5% Term Loan due September 2028 34,456 2,826 28,920 31,746 — 7.5% September PPA IIIa No 6.07% Senior Secured Notes due March 2030 77,837 3,882 73,125 77,007 — 6.1% March 2030 PPA IV No LIBOR + 2.5% Term Loan due December 2021 114,761 114,138 — 114,138 — LIBOR plus December 2021 PPA V No Letters of Credit due December 2021 — — — — 968 2.25% December 2021 PPA V No Total non-recourse debt 227,054 120,846 102,045 222,891 968 Total debt $ 527,054 $ 120,846 $ 270,053 $ 390,899 $ 968 The following is a summary of our debt as of December 31, 2019 (in thousands): Unpaid Net Carrying Value Unused Interest Maturity Dates Entity Recourse Current Long- Total LIBOR + 4% Loan due November 2020 $ 1,571 $ 1,536 $ — $ 1,536 $ — LIBOR November 2020 Company Yes 5% Convertible Promissory Note due December 2020 33,104 36,482 — 36,482 — 5.0% December 2020 Company Yes 6% Convertible Promissory Notes due December 2020 289,299 273,410 — 273,410 — 6.0% December 2020 Company Yes 10% Notes due July 2024 93,000 14,000 75,962 89,962 — 10.0% July 2024 Company Yes Total recourse debt 416,974 325,428 75,962 401,390 — 7.5% Term Loan due September 2028 38,337 3,882 31,087 34,969 — 7.5% September 2028 PPA IIIa No 6.07% Senior Secured Notes due March 2030 80,988 3,151 76,865 80,016 — 6.1% March 2030 PPA IV No LIBOR + 2.5% Term Loan due December 2021 121,784 5,122 115,315 120,437 — LIBOR plus December 2021 PPA V No Letters of Credit due December 2021 — — — — 1,220 2.25% December 2021 PPA V No Total non-recourse debt 241,109 12,155 223,267 235,422 1,220 Total debt $ 658,083 $ 337,583 $ 299,229 $ 636,812 $ 1,220 |
Schedule of Repayment and Interest Expense | The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2020 (in thousands): 2021 $ 121,469 2022 16,393 2023 22,166 2024 24,886 2025 258,022 Thereafter 84,118 $ 527,054 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Derivatives | The fair values of the derivatives designated as cash flow hedges as of December 31, 2020 and 2019 on our consolidated balance sheets are as follows (in thousands): December 31, 2020 2019 Assets Prepaid expenses and other current assets $ — $ 3 $ — $ 3 Liabilities Accrued expenses and other current liabilities $ 15,989 $ 782 Derivative liabilities — 8,459 $ 15,989 $ 9,241 |
Schedule of Changes in Fair Value of Cash Flow Hedge Contracts | The changes in fair value of the derivative contracts designated as cash flow hedges and the amounts recognized in accumulated other comprehensive income (loss) and in earnings are as follows (in thousands): Years ended December 31, 2020 2019 Beginning balance $ 9,238 $ 3,548 Loss recognized in other comprehensive loss 8,465 6,131 Amounts reclassified from other comprehensive loss to earnings (1,569) (216) Net loss recognized in other comprehensive loss 6,896 5,915 Gain recognized in earnings (145) (225) Ending balance $ 15,989 $ 9,238 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stock by Class | Our capitalization as of December 31, 2020 and 2019 is as follows: December 31, Authorized 2020 2019 Shares issued and outstanding: Total common stock - Class A 1 - par value $0.0001 600,000,000 140,094,633 84,549,511 Total common stock - Class B 1 - par value $0.0001 600,000,000 27,908,093 36,486,778 Total preferred stock 10,000,000 — — 168,002,726 121,036,289 Rights to acquire stock: Stock Plans' options and other equity awards outstanding: 2002 stock plan - options 1,265,656 1,856,154 2012 equity incentive plan - options 8,877,792 9,982,756 2012 equity incentive plan - other equity awards 504,034 6,656,094 2018 equity incentive plan - options 5,210,823 5,998,406 2018 equity incentive plan - other equity awards 5,914,754 3,456,172 Warrants outstanding: Common stock warrants - exercise price of $27.78 468,548 481,181 Common stock warrants - exercise price of $38.64 12,940 12,940 Shares reserved for future issuance: Total options/RSUs available for grant - 2018 Plan 20,233,754 17,233,144 Total shares available for grant - 2018 ESPP 2,587,874 3,030,407 1 We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible into one share of Class A common stock at the discretion of its holder, or automatically upon the earliest to occur of (i) immediately prior to the close of business on July 27, 2023, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent (5%) of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time or the occurrence of an event specified in a written conversion election delivered by KR Sridhar to our Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar. |
Stock-Based Compensation and _2
Stock-Based Compensation and Employee Benefit Plan (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Schedule of Weighted-Average Valuation Assumptions | We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of option valuation: Years Ended 2020 2019 2018 Risk-free interest rate 0.6% 1.7% - 2.6% 2.5% - 3.1% Expected term (years) 6.6 6.4 - 6.7 6.2 - 6.7 Expected dividend yield — — — Expected volatility 71.0% 45.7% - 50.2% 52.4% - 56.1% We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the 2018 ESPP share valuation: Years Ended 2020 2019 Risk-free interest rate 0.12% - 1.51% 1.5% - 2.6% Expected term (years) 0.5 - 2.0 0.5 - 2.0 Expected dividend yield — — Expected volatility 61.0% - 119.2% 45.9% - 54.0% |
Schedule of Employee and Non-Employee Stock-Based Compensation Expense | The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations (in thousands): Years Ended 2020 2019 2018 Cost of revenue $ 17,475 $ 45,429 $ 29,680 Research and development 19,037 40,949 39,029 Sales and marketing 10,997 32,478 32,284 General and administrative 26,384 77,435 67,489 $ 73,893 $ 196,291 $ 168,482 |
Schedule of Stock Option and RSU Activity | The following table summarizes the stock option activity under our stock plans during the reporting period: Outstanding Options Number of Weighted Remaining Aggregate (in thousands) Balances at December 31, 2018 14,558,420 $ 25.93 6.8 $ 3,084 Granted 4,956,064 5.60 Exercised (358,564) 4.26 Cancelled (1,318,604) 25.33 Balances at December 31, 2019 17,837,316 20.76 6.9 14,964 Granted 200,000 7.30 Exercised (1,341,324) 11.18 Cancelled (1,341,721) 22.49 Balances at December 31, 2020 15,354,271 21.27 6.0 129,855 Vested and expected to vest at December 31, 2020 14,976,706 21.55 5.9 122,813 Exercisable at December 31, 2020 10,311,316 26.37 4.9 39,569 The following table presents the stock activity and the total number of shares available for grant under our stock plans as of December 31, 2020: Plan Shares Available Balances at December 31, 2018 17,457,847 Added to plan 7,585,422 Granted (8,176,023) Cancelled 2,289,290 Expired (1,923,392) Balances at December 31, 2019 17,233,144 Added to plan 7,179,751 Granted (4,944,467) Cancelled 1,965,801 Expired (1,200,475) Balances at December 31, 2020 20,233,754 |
Schedule of RSU Activity and Related Information | A summary of our RSUs activity and related information is as follows: Number of Weighted Unvested Balance at December 31, 2018 16,784,800 $ 18.74 Granted 3,219,959 11.81 Vested (8,921,807) 18.03 Forfeited (970,686) 17.34 Unvested Balance at December 31, 2019 10,112,266 17.29 Granted 4,744,467 12.43 Vested (7,806,038) 17.48 Forfeited (631,907) 14.93 Unvested Balance at December 31, 2020 6,418,788 13.71 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income (loss) before the provision for income taxes are as follows (in thousands): Years Ended 2020 2019 2018 United States $ (179,657) $ (324,467) $ (291,574) Foreign 826 1,634 1,835 Total $ (178,831) $ (322,833) $ (289,739) |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes is comprised of the following (in thousands): Years Ended 2020 2019 2018 Current: Federal $ — $ — $ — State 21 26 191 Foreign 472 595 1,407 Total current 493 621 1,598 Deferred: Federal — — — State — — — Foreign (237) 12 (61) Total deferred (237) 12 (61) Total provision for income taxes $ 256 $ 633 $ 1,537 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands): Years Ended 2020 2019 2018 Tax at federal statutory rate $ (37,552) $ (67,795) $ (60,845) State taxes, net of federal effect 21 26 191 Impact on noncontrolling interest 4,522 4,001 3,725 Non-U.S. tax effect 78 264 960 Nondeductible expenses 908 144 6,796 Stock-based compensation 5,956 6,484 3,892 Loss on debt extinguishment 214 — — U.S. tax on foreign earnings (GILTI) 203 221 127 Change in valuation allowance 25,906 57,288 46,691 Provision for income taxes $ 256 $ 633 $ 1,537 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities consist of the following (in thousands): December 31, 2020 2019 Tax credits and net operating loss carryforwards $ 510,599 $ 494,084 Lease liabilities 128,151 122,145 Depreciation and amortization 7,541 8,523 Deferred revenue 27,134 6,688 Accruals and reserves 15,068 5,874 Stock-based compensation 35,815 61,808 Other items - deferred tax assets 25,931 24,443 Gross deferred tax assets 750,239 723,565 Valuation allowance (614,958) (633,591) Net deferred tax assets 135,281 89,974 Investment in PPA entities (10,757) (13,494) Debt issuance cost — (4,055) Discount upon issuance of debt (29,513) — Managed services - deferred costs (21,898) — Right-of-use assets and leased assets (70,818) (65,978) Other items - deferred tax liability (1,413) (5,803) Gross deferred tax liabilities (134,399) (89,330) Net deferred tax asset $ 882 $ 644 |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible | A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands): Years Ended 2020 2019 Unrecognized tax benefits beginning balance $ 34,480 $ 30,311 Gross decrease for tax positions of prior year — (93) Gross increase for tax positions of prior year 307 615 Gross increase for tax positions of current year 2,966 3,647 Unrecognized tax benefits end balance $ 37,753 $ 34,480 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except per share amounts): Years Ended 2020 2019 2018 Numerator: Net loss attributable to Class A and Class B common stockholders $ (157,553) $ (304,414) $ (273,540) Deemed dividend — (2,454) — Net loss available to Class A and Class B common stockholders $ (157,553) $ (306,868) $ (273,540) Denominator: Weighted average shares of common stock, basic and diluted 138,722 115,118 53,268 Net loss per share available to Class A and Class B common stockholders, basic and diluted $ (1.14) $ (2.67) $ (5.14) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following common stock equivalents (in thousands) were excluded from the computation of our net loss per share available to common stockholders, diluted, for the years presented as their inclusion would have been antidilutive: Years Ended 2020 2019 2018 Convertible notes 29,729 27,213 27,230 Stock options and awards 6,109 4,631 4,962 35,838 31,844 32,192 |
Portfolio Financings (Tables)
Portfolio Financings (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The table below shows the details of the three Investment Company VIEs that were active during the year ended December 31, 2020 and their cumulative activities from inception to the years indicated (dollars in thousands): PPA IIIa PPA IV PPA V Overview: Maximum size of installation (in megawatts) 10 21 40 Installed size (in megawatts) 10 19 37 Term of power purchase agreements (in years) 15 15 15 First system installed Feb-13 Sep-14 Jun-15 Last system installed Jun-14 Mar-16 Dec-16 Income (loss) and tax benefits allocation to Equity Investor 99% 90% 99% Cash allocation to Equity Investor 99% 90% 90% Income (loss), tax and cash allocations to Equity Investor after the flip date 5% No flip No flip Equity Investor 1 US Bank Exelon Corporation Exelon Corporation Put option date 2 1st anniversary of flip point N/A N/A Company cash contributions $ 32,223 $ 11,669 $ 27,932 Company non-cash contributions 3 $ 8,655 $ — $ — Equity Investor cash contributions $ 36,967 $ 84,782 $ 227,344 Debt financing $ 44,968 $ 99,000 $ 131,237 Activity as of December 31, 2020: Distributions to Equity Investor $ 4,847 $ 8,852 $ 24,809 Debt repayment—principal $ 10,513 $ 21,163 $ 16,475 Activity as of December 31, 2019: Distributions to Equity Investor $ 4,803 $ 6,692 $ 70,591 Debt repayment—principal $ 6,631 $ 18,012 $ 9,453 Activity as of December 31, 2018: Distributions to Equity Investor $ 4,063 $ 4,568 $ 66,745 Debt repayment—principal $ 4,431 $ 15,543 $ 5,780 1 Investor name represents ultimate parent of subsidiary financing the project. 2 Investor right on the certain date, upon giving us advance written notice, to sell the membership interests to us or resign or withdraw from the investment partnership. 3 Non-cash contributions consisted of warrants that were issued by us to respective lenders to each PPA Entity, as required by such entity’s credit agreements. The corresponding values are amortized using the effective interest method over the debt term. December 31, December 31, 2019 Assets Current assets: Cash and cash equivalents $ 1,421 $ 1,894 Restricted cash 4,698 2,244 Accounts receivable 4,420 4,194 Customer financing receivable 5,428 5,108 Prepaid expenses and other current assets 3,048 3,587 Total current assets 19,015 17,027 Property and equipment, net 252,020 275,481 Customer financing receivable, non-current 45,268 50,747 Restricted cash 15,320 15,045 Other long-term assets 37 607 Total assets $ 331,660 $ 358,907 Liabilities Current liabilities: Accrued expenses and other current liabilities $ 19,510 $ 1,391 Deferred revenue and customer deposits 662 662 Current portion of debt 120,846 12,155 Total current liabilities 141,018 14,208 Derivative liabilities — 8,459 Deferred revenue 6,072 6,735 Long-term portion of debt 102,045 223,267 Other long-term liabilities — 2,355 Total liabilities $ 249,135 $ 255,024 December 31, 2020 December 31, 2019 Bloom Energy PPA Entities Consolidated Bloom Energy PPA Entities Consolidated Assets Current assets $ 599,589 $ 19,015 $ 618,604 $ 455,680 $ 17,027 $ 472,707 Long-term assets 523,138 312,645 835,783 508,004 341,880 849,884 Total assets $ 1,122,727 $ 331,660 $ 1,454,387 $ 963,684 $ 358,907 $ 1,322,591 Liabilities Current liabilities $ 295,359 $ 20,172 $ 315,531 $ 234,328 $ 2,053 $ 236,381 Current portion of debt — 120,846 120,846 325,428 12,155 337,583 Long-term liabilities 600,489 6,072 606,561 599,709 17,549 617,258 Long-term portion of debt 168,008 102,045 270,053 75,962 223,267 299,229 Total liabilities $ 1,063,856 $ 249,135 $ 1,312,991 $ 1,235,427 $ 255,024 $ 1,490,451 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Our operations include the following related party transactions (in thousands): Years Ended 2020 2019 2018 Total revenue from related parties $ 7,562 $ 228,100 $ 32,381 Interest expense to related parties 2,513 6,756 8,893 Consulting expenses to related parties 1 (included in general and administrative expense) — — 125 1 As of July 2019, we no longer have a consultant considered to be a related party. We had no debt or convertible notes from investors considered to be related parties as of December 31, 2020. The following is a summary of our debt and convertible notes from investors considered to be related parties as of December 31, 2019 (in thousands): Unpaid Net Carrying Value Current Long- Total Recourse debt from related parties: 10% Convertible Promissory Notes due December 2021 from related parties $ 20,801 $ 20,801 $ — $ 20,801 Non-recourse debt from related parties: 7.5% Term Loan due September 2028 from related parties 38,337 3,882 31,088 34,970 Total debt from related parties $ 59,138 $ 24,683 $ 31,088 $ 55,771 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Finance Lease, Liability, Fiscal Year Maturity | Future lease payments under lease agreements for our facilities, office buildings, and vehicles as of December 31, 2020, were as follows (in thousands): Operating Leases Finance Leases 2021 $ 11,388 $ 95 2022 8,211 95 2023 8,292 90 2024 8,472 84 2025 8,330 28 Thereafter 19,863 — Total minimum lease payments 64,556 392 Less: amounts representing interest or imputed interest (14,808) (51) Present value of lease liabilities $ 49,748 $ 341 |
Lease, Cost | The components of our facilities, office buildings, and vehicles' lease costs for the year ended December 31, 2020 were as follows (in thousands): December 31, 2020 Operating lease costs $ 9,804 Financing lease costs: Amortization of financing lease right-of-use assets 51 Interest expense for financing lease liabilities 16 Total financing lease costs 67 Short-term lease costs 613 Total lease costs $ 10,484 Weighted average remaining lease terms and discount rates for our facilities, office buildings, and vehicles as of December 31, 2020 were as follows: December 31, 2020 Remaining lease term (years): Operating leases 6.7 years Finance leases 4.2 years Discount rate: Operating leases 8.7 % Finance leases 7.0 % |
Assets and Liabilities Leases | Operating and financing lease right-of-use assets and lease liabilities for facilities, office buildings, and vehicles as of December 31, 2020 were as follows (in thousands): December 31, 2020 Assets: Operating lease right-of-use assets, net 1, 2 $ 35,621 Financing lease right-of-use assets, net 3, 4 334 Total $ 35,955 Liabilities: Current: Operating lease liabilities $ 7,899 Financing lease liabilities 5 74 Total current lease liabilities 7,973 Non-current: Operating lease liabilities 41,849 Financing lease liabilities 6 267 Total non-current lease liabilities 42,116 Total lease liabilities $ 50,089 1 At December 31, 2020, these assets primarily include leases for facilities, office buildings, and vehicles. 2 Net of accumulated amortization. 3 At December 31, 2020, these assets primarily include leases for vehicles. 4 Included in property, plant and equipment, net, in the consolidated balance sheets, net of accumulated amortization. 5 Included in accrued expenses and other current liabilities in the consolidated balance sheets. 6 Included in other long-term liabilities in the consolidated balance sheets. |
Lessee, Operating Lease, Liability, Maturity | Future lease payments under lease agreements for our facilities, office buildings, and vehicles as of December 31, 2020, were as follows (in thousands): Operating Leases Finance Leases 2021 $ 11,388 $ 95 2022 8,211 95 2023 8,292 90 2024 8,472 84 2025 8,330 28 Thereafter 19,863 — Total minimum lease payments 64,556 392 Less: amounts representing interest or imputed interest (14,808) (51) Present value of lease liabilities $ 49,748 $ 341 Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2020, were as follows (in thousands): Operating Leases 2021 $ 43,176 2022 44,258 2023 45,345 2024 46,590 2025 47,612 Thereafter 264,207 Total lease payments $ 491,188 |
Lessee, Operating Lease, Disclosure | Prior to adoption of ASC 842, at December 31, 2019, future minimum lease payments under operating leases were as follows (in thousands): Operating Leases 2020 $ 7,250 2021 5,495 2022 4,168 2023 4,230 2024 4,357 Thereafter 17,913 Total lease payments $ 43,413 |
Sales-type Lease, Net Investment in Lease | The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): December 31, 2020 Lease payment receivables, net 1 $ 49,806 Estimated residual value of leased assets (unguaranteed) 890 Net investment in sales-type leases 50,696 Less: current portion (5,428) Non-current portion of net investment in sales-type leases $ 45,268 1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2020. |
Sales-type Leases, Lease Receivable, Maturity | As of December 31, 2020, the future scheduled customer payments from sales-type leases were as follows (in thousands): Future minimum lease payments 2021 $ 5,796 2022 6,110 2023 6,435 2024 6,797 2025 7,125 Thereafter 19,176 Total undiscounted cash flows 51,439 Less: imputed interest (1,582) Present value of lease payments 1 $ 49,857 1 Amount comprises a current and long-term portion of lease receivables of $5.4 million and $44.4 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our statement of financial position as customer financing receivables. |
Schedule of Customer Financing Leases, Receivable | As of December 31, 2019, the components of investment in sales-type financing leases consisted of the following (in thousands): December 31, 2019 Total minimum lease payments to be received $ 76,886 Less: Amounts representing estimated executory costs (19,931) Net present value of minimum lease payments to be received 56,955 Estimated residual value of leased assets 890 Less: Unearned income (1,990) Net investment in sales-type financing leases 55,855 Less: Current portion (5,108) Non-current portion of net investment in sales-type leases $ 50,747 |
Schedule of Customer Payments from Sales-Type Financing Leases | As of December 31, 2019, the future scheduled customer payments from sales-type financing leases were as follows (in thousands): 2020 2021 2022 2023 2024 Thereafter Future minimum lease payments, less interest $ 5,108 $ 5,428 $ 5,784 $ 6,155 $ 6,567 $ 25,923 |
Nature of Business, Liquidity_2
Nature of Business, Liquidity, Basis of Presentation - (Additional Information) (Details) $ / shares in Units, $ in Thousands | Jun. 18, 2020USD ($)shares | May 01, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 31, 2020USD ($) | Mar. 31, 2020USD ($)$ / shares | Mar. 30, 2020 | Nov. 30, 2019$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Current portion of debt | $ 120,846 | $ 337,583 | |||||||
Long-term Debt | 390,899 | 636,812 | |||||||
Comprehensive loss | (186,006) | (329,537) | $ (289,152) | ||||||
Long-term Debt, Gross | $ 527,054 | 658,083 | |||||||
Revision of Prior Period, Adjustment [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Comprehensive loss | $ 5,800 | $ 1,800 | |||||||
Sales Revenue, Net | Customer Concentration Risk | Duke Energy | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Concentration risk, percentage | 28.00% | ||||||||
Sales Revenue, Net | Customer Concentration Risk | SK Engineering & Construction Co., Ltd. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Concentration risk, percentage | 34.00% | 23.00% | |||||||
Sales Revenue, Net | Customer Concentration Risk | The Southern Company | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Concentration risk, percentage | 34.00% | 51.00% | |||||||
Accounts Receivable | Customer Concentration Risk | Costco Wholesale Corporation | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Concentration risk, percentage | 19.00% | ||||||||
Accounts Receivable | Customer Concentration Risk | The Kraft Group LLC | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Concentration risk, percentage | 17.00% | ||||||||
Accounts Receivable | Customer Concentration Risk | SK Engineering & Construction Co., Ltd. | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Concentration risk, percentage | 56.00% | ||||||||
Asia Pacific | Sales Revenue, Net | Geographic Concentration Risk | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Concentration risk, percentage | 35.00% | 23.00% | 14.00% | ||||||
Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse, Amendment | Convertible promissory notes | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Convertible, number of equity instruments (in shares) | shares | 4,700,000 | ||||||||
Debt instrument, unamortized premium | $ 3,400 | ||||||||
Convertible Promissory Notes Interest Rate 10% Due December 2021 | Convertible promissory notes | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Convertible stock price (in dollars per share) | $ / shares | $ 8 | ||||||||
Converted instrument, amount | $ 252,797 | $ 0 | $ 0 | ||||||
Convertible Promissory Notes Interest Rate 10% Due December 2021 | Convertible debt | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Repayments of convertible debt | $ 70,000 | ||||||||
Convertible Promissory Notes Interest Rate 10% Due December 2021 | Class B common stock | Convertible promissory notes | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Conversion of notes (in shares) | shares | 19,100,000 | ||||||||
Additional Convertible Notes | Convertible debt | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Debt face amount | $ 30,000 | ||||||||
Convertible Promissory Notes Interest Rate 5% Due December 2020, Recourse | Convertible promissory notes | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Current portion of debt | $ 36,482 | ||||||||
Interest rate percentage | 5.00% | 5.00% | 5.00% | ||||||
Long-term Debt | $ 36,482 | ||||||||
Long-term Debt, Gross | $ 33,104 | ||||||||
2.5% Green Convertible Senior Notes due August 2025 | Senior secured notes | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Current portion of debt | $ 0 | ||||||||
Interest rate percentage | 2.50% | 2.50% | 2.50% | ||||||
Long-term Debt | $ 99,394 | ||||||||
Long-term Debt, Gross | $ 230,000 | $ 230,000 | |||||||
Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | Convertible promissory notes | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Current portion of debt | $ 273,410 | ||||||||
Interest rate percentage | 10.00% | 6.00% | |||||||
Long-term Debt | $ 273,410 | ||||||||
Convertible stock price (in dollars per share) | $ / shares | $ 11.25 | ||||||||
Long-term Debt, Gross | $ 289,299 | ||||||||
Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | Convertible debt | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Long-term Debt | 279,000 | ||||||||
Repayments of convertible debt | 70,000 | ||||||||
Debt face amount | $ 289,300 | ||||||||
Debt instrument, unamortized premium | $ 4,300 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - (Additional Information) (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Jan. 01, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue related to sales-type leases | $ 2,300,000 | $ 2,900,000 | $ 3,400,000 | ||
Revenues | $ 794,247,000 | 785,177,000 | 632,648,000 | ||
ITC recapture period | 5 years | ||||
ITC recaptured amount | $ 0 | 0 | 0 | ||
Operating lease right-of-use assets | 35,621,000 | 0 | $ 28,121,000 | ||
Operating Lease, Liability | $ 49,748,000 | ||||
PPA II | PPA Entities | |||||
Disaggregation of Revenue [Line Items] | |||||
Increase (decrease) in restricted cash | 108,700,000 | ||||
Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Incentives received by the Company | 1.00% | ||||
Term of PPA | 10 years | ||||
Term during which the Company is responsible for the installation, operation and maintenance of the Energy Servers | 10 years | ||||
Minimum | Restricted Stock | |||||
Disaggregation of Revenue [Line Items] | |||||
Requisite service period | 3 years | ||||
Minimum | PSUs | |||||
Disaggregation of Revenue [Line Items] | |||||
Requisite service period | 1 year | ||||
Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Incentives received by the Company | 10.00% | ||||
Term of PPA | 21 years | ||||
Term during which the Company is responsible for the installation, operation and maintenance of the Energy Servers | 15 years | ||||
Maximum | Restricted Stock | |||||
Disaggregation of Revenue [Line Items] | |||||
Requisite service period | 4 years | ||||
Maximum | PSUs | |||||
Disaggregation of Revenue [Line Items] | |||||
Requisite service period | 3 years | ||||
Accounting Standards Update 2016-02 | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating lease right-of-use assets | 28,100,000 | ||||
Operating lease, tenant improvement allowance | 9,200,000 | ||||
Operating Lease, Liability | 39,800,000 | ||||
Electricity | |||||
Disaggregation of Revenue [Line Items] | |||||
Electricity revenue | $ 64,094,000 | 60,389,000 | 57,525,000 | ||
Revenues | 64,094,000 | 71,229,000 | 80,548,000 | ||
Service | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 109,633,000 | 95,786,000 | 83,267,000 | ||
Power generation | Electricity sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 11,300,000 | 23,000,000 | ||
Power generation | Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 6,800,000 | 13,700,000 | ||
Power Purchase Agreement Program Leases | Electricity | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating Lease, Lease Income | 27,700,000 | 29,700,000 | 30,900,000 | ||
Power Purchase Agreement Program Leases | Service | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating Lease, Lease Income | $ 13,800,000 | $ 14,600,000 | $ 15,200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - (Estimated Depreciable Lives) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | Energy Servers | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 15 years |
Minimum | Computers, software and hardware | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 3 years |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 5 years |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 3 years |
Minimum | Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 1 year |
Maximum | Energy Servers | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 21 years |
Maximum | Computers, software and hardware | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 5 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 10 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 5 years |
Maximum | Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 10 years |
Maximum | Building | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 35 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cumulative Effect of ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Operating lease right-of-use assets | $ 35,621 | $ 28,121 | $ 0 | ||
Assets | 1,454,387 | 1,350,712 | 1,322,591 | ||
Operating lease liabilities | 7,899 | 5,535 | 0 | ||
Accrued expenses and other current liabilities | 112,004 | [1] | 68,970 | 70,284 | [1] |
Current liabilities | 436,377 | 578,185 | 573,964 | ||
Operating lease liabilities, non-current | 41,849 | 34,240 | 0 | ||
Other long-term liabilities | 12,279 | [1] | 17,673 | 28,013 | [1] |
Liabilities | 1,312,991 | 1,518,572 | 1,490,451 | ||
Total liabilities, redeemable noncontrolling interest, stockholders' deficit and noncontrolling interest | $ 1,454,387 | $ 1,350,712 | 1,322,591 | ||
Revision of Prior Period, Accounting Standards Update, Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Operating lease right-of-use assets | 28,121 | ||||
Assets | 28,121 | ||||
Operating lease liabilities | 5,535 | ||||
Accrued expenses and other current liabilities | (1,314) | ||||
Current liabilities | 4,221 | ||||
Operating lease liabilities, non-current | 34,240 | ||||
Other long-term liabilities | (10,340) | ||||
Liabilities | 28,121 | ||||
Total liabilities, redeemable noncontrolling interest, stockholders' deficit and noncontrolling interest | $ 28,121 | ||||
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Revenue Recognition Contract Li
Revenue Recognition Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Deferred revenue | $ 175,619 | $ 175,619 | $ 135,578 | $ 175,619 |
Customer deposits | 66,171 | 39,101 | ||
Deferred revenue and customer deposits | $ 201,749 | $ 214,720 | ||
Change in Contract with Customer, Liability [Abstract] | ||||
Beginning balance | 175,619 | 149,612 | ||
Additions | 652,960 | 709,843 | ||
Revenue recognized | (693,001) | (683,836) | ||
Ending balance | $ 135,578 | $ 175,619 |
Revenue Recognition Remaining P
Revenue Recognition Remaining Performance Obligation Additional Information (Details) | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 21 years |
Revenue Recognition Additional
Revenue Recognition Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Short-term Contract with Customer | |
Disaggregation of Revenue [Line Items] | |
Revenue recognized | $ 14,200 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Source (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | $ 730,153 | $ 724,788 | $ 575,123 |
Total revenue | 794,247 | 785,177 | 632,648 |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 518,633 | 557,336 | 400,638 |
Total revenue | 518,633 | 557,336 | 400,638 |
Installation | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 101,887 | 60,826 | 68,195 |
Total revenue | 101,887 | 60,826 | 68,195 |
Service | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 109,633 | 95,786 | 83,267 |
Total revenue | 109,633 | 95,786 | 83,267 |
Electricity | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 0 | 10,840 | 23,023 |
Electricity revenue | 64,094 | 60,389 | 57,525 |
Total revenue | $ 64,094 | $ 71,229 | $ 80,548 |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and cash equivalents | [1] | $ 246,947 | $ 202,823 | ||
Restricted cash | 169,763 | 174,565 | |||
Cash, cash equivalents and restricted cash | 416,710 | 377,388 | $ 280,485 | $ 180,612 | |
Cash | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash, cash equivalents and restricted cash | 180,808 | 100,773 | |||
Money market funds | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash, cash equivalents and restricted cash | $ 235,902 | $ 276,615 | |||
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Financial Instruments - Restric
Financial Instruments - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||
Restricted cash, current | [1] | $ 52,470 | $ 30,804 |
Restricted cash, non-current | [1] | 117,293 | 143,761 |
Restricted cash, total | 169,763 | 174,565 | |
Consolidated Entity, Excluding VIEs | |||
Variable Interest Entity [Line Items] | |||
Restricted cash, current | 26,706 | 28,494 | |
Restricted cash, non-current | 286 | 10 | |
PPA Entities | |||
Variable Interest Entity [Line Items] | |||
Restricted cash, current | 4,698 | 2,244 | |
Restricted cash, non-current | 15,320 | 15,045 | |
PPA Entities | PPA II | |||
Variable Interest Entity [Line Items] | |||
Restricted cash, current | 20,300 | ||
Restricted cash, non-current | 88,400 | 108,700 | |
Restricted cash, total | 108,700 | ||
PPA Entities | PPA IIIb | |||
Variable Interest Entity [Line Items] | |||
Restricted cash, current | 700 | ||
Restricted cash, non-current | 13,300 | 20,000 | |
PPA Entities | Power Purchase Agreements Entities | |||
Variable Interest Entity [Line Items] | |||
Restricted cash, current | 25,764 | 2,310 | |
Restricted cash, non-current | $ 117,007 | $ 143,751 | |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Fair Value - Financial Assets a
Fair Value - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Interest rate swap agreements | $ 3 | |
Total assets | $ 235,902 | 276,618 |
Liabilities | ||
Accrued expenses and other current liabilities | 996 | |
Total liabilities | 24,104 | 23,381 |
Money market funds | ||
Assets | ||
Money market funds | 235,902 | 276,615 |
Natural gas fixed price forward contracts | ||
Liabilities | ||
Derivatives: | 2,574 | 6,968 |
Embedded EPP derivatives | ||
Liabilities | ||
Derivatives: | 5,541 | 6,176 |
Interest rate swap agreements | ||
Liabilities | ||
Derivatives: | 15,989 | 9,241 |
Level 1 | ||
Assets | ||
Interest rate swap agreements | 0 | |
Total assets | 235,902 | 276,615 |
Liabilities | ||
Accrued expenses and other current liabilities | 996 | |
Total liabilities | 0 | 996 |
Level 1 | Money market funds | ||
Assets | ||
Money market funds | 235,902 | 276,615 |
Level 1 | Natural gas fixed price forward contracts | ||
Liabilities | ||
Derivatives: | 0 | 0 |
Level 1 | Embedded EPP derivatives | ||
Liabilities | ||
Derivatives: | 0 | 0 |
Level 1 | Interest rate swap agreements | ||
Liabilities | ||
Derivatives: | 0 | 0 |
Level 2 | ||
Assets | ||
Interest rate swap agreements | 3 | |
Total assets | 0 | 3 |
Liabilities | ||
Accrued expenses and other current liabilities | 0 | |
Total liabilities | 15,989 | 9,241 |
Level 2 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Level 2 | Natural gas fixed price forward contracts | ||
Liabilities | ||
Derivatives: | 0 | 0 |
Level 2 | Embedded EPP derivatives | ||
Liabilities | ||
Derivatives: | 0 | 0 |
Level 2 | Interest rate swap agreements | ||
Liabilities | ||
Derivatives: | 15,989 | 9,241 |
Level 3 | ||
Assets | ||
Interest rate swap agreements | 0 | |
Total assets | 0 | 0 |
Liabilities | ||
Accrued expenses and other current liabilities | 0 | |
Total liabilities | 8,115 | 13,144 |
Level 3 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Level 3 | Natural gas fixed price forward contracts | ||
Liabilities | ||
Derivatives: | 2,574 | 6,968 |
Level 3 | Embedded EPP derivatives | ||
Liabilities | ||
Derivatives: | 5,541 | 6,176 |
Level 3 | Interest rate swap agreements | ||
Liabilities | ||
Derivatives: | $ 0 | $ 0 |
Fair Value - Natural Gas Deriva
Fair Value - Natural Gas Derivatives (Details) - Not designated as hedging instrument - Natural gas forward contract MMBTU in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)MMBTU | Dec. 31, 2019USD ($)MMBTU | |
Derivatives, Fair Value [Line Items] | ||
Number of Contracts (MMBTU) | MMBTU | 830 | 1,991 |
Derivative liability | $ | $ 2,574 | $ 6,968 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash flow hedge gain (loss) to be reclassified within 12 months | $ (1.9) | ||
Gain (loss) on derivative | $ 0.6 | $ (2.2) | $ 0.2 |
Measurement Input, Long-term Revenue Growth Rate | Valuation Technique, Option Pricing Model | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded derivative liability, unobservable inputs | 0.07 | 0.07 | |
Measurement Input, Price Volatility | Valuation Technique, Option Pricing Model | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded derivative liability, unobservable inputs | 0.20 | 0.20 | |
Not designated as hedging instrument | Natural gas forward contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (loss) on derivative | $ (0.1) | $ (0.8) | |
Gain on the settlement of contracts | $ 4.5 | $ 3.6 |
Fair Value - Change in Level 3
Fair Value - Change in Level 3 Financial Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 13,144 | $ 13,744 |
Settlement of natural gas fixed price forward contracts | (4,503) | (3,605) |
Changes in fair value | (526) | 3,005 |
Ending balance | 8,115 | 13,144 |
Natural Gas Fixed Price Forward Contracts | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 6,968 | 9,729 |
Settlement of natural gas fixed price forward contracts | (4,503) | (3,605) |
Changes in fair value | 109 | 844 |
Ending balance | 2,574 | 6,968 |
Embedded EPP Derivative Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 6,176 | 4,015 |
Settlement of natural gas fixed price forward contracts | 0 | 0 |
Changes in fair value | (635) | 2,161 |
Ending balance | $ 5,541 | $ 6,176 |
Fair Value - Unobservable Input
Fair Value - Unobservable Inputs Related to our Level 3 Liabilities (Details) - Level 3 - Natural gas forward contract $ in Thousands | Dec. 31, 2020USD ($)usdPerMMBtu |
Derivatives, Fair Value [Line Items] | |
Derivative liabilities | $ | $ 2,574 |
Minimum | Measurement Input, Commodity Forward Price | Valuation Technique, Discounted Cash Flow | |
Derivatives, Fair Value [Line Items] | |
Derivative measurement input | 2.82 |
Maximum | Measurement Input, Commodity Forward Price | Valuation Technique, Discounted Cash Flow | |
Derivatives, Fair Value [Line Items] | |
Derivative measurement input | 5.03 |
Weighted Average | Measurement Input, Commodity Forward Price | Valuation Technique, Discounted Cash Flow | |
Derivatives, Fair Value [Line Items] | |
Derivative measurement input | 3.67 |
Fair Value - Estimated Fair Val
Fair Value - Estimated Fair Values and Carrying Values for Customer Receivables and Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Aug. 31, 2020 | May 01, 2020 | Mar. 31, 2020 | Mar. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Term loan | Net Carrying Value | Term Loan due November 2020, Recourse | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | $ 0 | $ 1,536 | |||||
Term loan | Net Carrying Value | Term Loan due September 2028, Non-Recourse | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 31,746 | 34,969 | |||||
Term loan | Net Carrying Value | Term Loan due December 2021, Non-Recourse | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 114,138 | 120,437 | |||||
Term loan | Fair Value | Term Loan due November 2020, Recourse | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 0 | 1,590 | |||||
Term loan | Fair Value | Term Loan due September 2028, Non-Recourse | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 37,658 | 41,108 | |||||
Term loan | Fair Value | Term Loan due December 2021, Non-Recourse | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 116,113 | 120,510 | |||||
Convertible promissory notes | Net Carrying Value | Convertible Promissory Notes Interest Rate 5% Due December 2020, Recourse | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 0 | 36,482 | |||||
Convertible promissory notes | Net Carrying Value | 10% Convertible Promissory Notes due December 2021 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 0 | 273,410 | |||||
Convertible promissory notes | Fair Value | Convertible Promissory Notes Interest Rate 5% Due December 2020, Recourse | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 0 | 32,070 | |||||
Convertible promissory notes | Fair Value | 10% Convertible Promissory Notes due December 2021 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 0 | 302,047 | |||||
Notes | Net Carrying Value | 10% Senior Secured notes due July 2024 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 0 | 89,962 | |||||
Notes | Net Carrying Value | 10.25% Senior Secured Notes due March 2027 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 68,614 | 0 | |||||
Notes | Fair Value | 10% Senior Secured notes due July 2024 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 0 | 97,512 | |||||
Notes | Fair Value | 10.25% Senior Secured Notes due March 2027 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 71,831 | 0 | |||||
Senior secured notes | Net Carrying Value | 2.5% Green Convertible Senior Notes due August 2025 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 99,394 | 0 | |||||
Senior secured notes | Net Carrying Value | Senior Secured Notes due March 2030, Non-Recourse | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 77,007 | 80,016 | |||||
Senior secured notes | Fair Value | 2.5% Green Convertible Senior Notes due August 2025 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 426,229 | 0 | |||||
Senior secured notes | Fair Value | Senior Secured Notes due March 2030, Non-Recourse | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | 87,618 | ||||||
Customer financing receivables | Net Carrying Value | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Customer financing receivables | 50,746 | 55,855 | |||||
Customer financing receivables | Fair Value | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Customer financing receivables | $ 42,679 | $ 44,002 | |||||
Term Loan due November 2020, Recourse | Term loan | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Interest rate percentage | 4.00% | 4.00% | |||||
Convertible Promissory Notes Interest Rate 5% Due December 2020, Recourse | Convertible promissory notes | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Interest rate percentage | 5.00% | 5.00% | 5.00% | ||||
10% Convertible Promissory Notes due December 2021 | Convertible promissory notes | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Interest rate percentage | 10.00% | 10.00% | 10.00% | 10.00% | |||
10% Senior Secured notes due July 2024 | Notes | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Interest rate percentage | 10.00% | 10.00% | |||||
10.25% Senior Secured Notes due March 2027 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Interest rate percentage | 10.25% | ||||||
10.25% Senior Secured Notes due March 2027 | Notes | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Interest rate percentage | 10.25% | 10.25% | |||||
2.5% Green Convertible Senior Notes due August 2025 | Senior secured notes | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Interest rate percentage | 2.50% | 2.50% | 2.50% | ||||
Term Loan due September 2028, Non-Recourse | Term loan | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Interest rate percentage | 7.50% | 7.50% | |||||
Senior Secured Notes due March 2030, Non-Recourse | Senior secured notes | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Interest rate percentage | 6.07% | 6.07% | |||||
Senior Secured Notes due March 2030, Non-Recourse | Senior secured notes | Fair Value | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Debt Instrument | $ 89,654 | ||||||
Term Loan due December 2021, Non-Recourse | Term loan | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Interest rate percentage | 2.50% | 2.50% |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 79,090 | $ 67,829 |
Work-in-progress | 29,063 | 21,207 |
Finished goods | 33,906 | 20,570 |
Inventory, net | 142,059 | 109,606 |
Inventory reserves | $ 14,000 | $ 14,600 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Government incentives receivable | $ 479 | $ 893 | |
Prepaid hardware and software maintenance | 5,227 | 3,763 | |
Receivables from employees | 5,160 | 6,130 | |
Other prepaid expenses and other current assets | 19,852 | 17,282 | |
Prepaid Expense and Other Assets, Current | [1] | $ 30,718 | $ 28,068 |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 910,298 | $ 869,681 |
Less: accumulated depreciation | (309,670) | (262,622) |
Property, plant and equipment, net | 600,628 | 607,059 |
Energy Servers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 669,422 | 650,600 |
Computers, software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,432 | 20,275 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 106,644 | 101,650 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,455 | 8,339 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 37,497 | 35,694 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 46,730 | 40,512 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 21,118 | $ 12,611 |
Balance Sheet Components - Pr_2
Balance Sheet Components - Property Plant and Equipment, Net (Additional Information) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)MW | Dec. 31, 2018USD ($) | |
Property Subject to or Available for Operating Lease [Line Items] | ||||
Depreciation and amortization | $ 52,279 | $ 78,584 | $ 53,887 | |
Cost of revenue | 628,454 | 687,590 | 526,898 | |
Operating leases, depreciation expense | 23,800 | 27,100 | 25,500 | |
Debt make-whole payment | 0 | $ 5,934 | 0 | |
New Energy Server Systems | PPA II | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Number Of Replacement Megawatts | MW | 30 | |||
Energy Server Repurchased | MW | 27.5 | |||
Write Off Of Energy Servers | PPA II | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Cost of revenue | $ 52,500 | |||
Electricity | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Cost of revenue | 46,859 | 75,386 | 49,628 | |
Electricity | PPA II | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Cost of revenue | 78,400 | |||
PPA Entities | PPA IIIb | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Depreciation and amortization | $ 1,700 | |||
Debt make-whole payment | 18,000 | |||
PPA Entities | Sale Of Energy Servers | PPA II | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Depreciation and amortization | 22,600 | |||
PPA Entities | Property subject to operating lease | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Property, plant and equipment | 371,400 | 368,000 | 371,400 | |
Accumulated depreciation | $ 95,500 | 115,900 | 95,500 | |
Property, plant and equipment | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Depreciation and amortization | $ 52,200 | $ 78,600 | $ 53,100 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepaid and other long-term assets | $ 24,116 | $ 29,153 | |
Deferred commissions | 6,732 | 5,007 | |
Equity-method investments | 1,954 | 5,733 | |
Long-term deposits | 1,709 | 1,759 | |
Other long-term assets | [1] | $ 34,511 | $ 41,652 |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Warranty (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Product warranty | $ 1,549 | $ 2,345 |
Product performance | 8,605 | 7,536 |
Maintenance services contracts | 109 | 453 |
Accrued warranty liabilities | $ 10,263 | $ 10,334 |
Balance Sheet Components - Stan
Balance Sheet Components - Standard Product Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Accrued warranty beginning balance | $ 9,881 | $ 9,668 | |
Cumulative effect upon adoption of ASC 606 | $ 1,032 | ||
Accrued warranty, net | 5,944 | 1,849 | |
Warranty expenditures during the year | (5,671) | (2,668) | |
Accrued warranty ending balance | $ 10,154 | $ 9,881 |
Balance Sheet Components - Ac_2
Balance Sheet Components - Accrued Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Compensation and benefits | $ 28,343 | $ 17,173 | |||
Current portion of derivative liabilities | 19,116 | 4,834 | |||
Sales-related liabilities | 14,479 | 416 | |||
Accrued installation | 16,468 | 10,348 | |||
Sales tax liabilities | 2,732 | 3,849 | |||
Interest payable | 2,224 | 3,875 | |||
Other | 28,642 | 29,789 | |||
Accrued other current liabilities | $ 112,004 | [1] | $ 68,970 | $ 70,284 | [1] |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Balance Sheet Components - Ot_2
Balance Sheet Components - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Delaware grant | $ 9,212 | $ 10,469 | |||
Other | 3,067 | 17,544 | |||
Other long-term liabilities | $ 12,279 | [1] | $ 17,673 | $ 28,013 | [1] |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Balance Sheet Components - Ot_3
Balance Sheet Components - Other Long-Term Liabilities (Additional Information) (Details) - USD ($) $ in Thousands | 106 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Grants receivable | $ 16,500 | ||
Proceeds from government grants | $ 12,000 | ||
Grant agreement, recapture provision repayments | 1,500 | ||
Deferred government grant obligation, current | 1,300 | ||
Delaware grant | $ 9,212 | $ 10,469 |
Outstanding Loans and Securit_3
Outstanding Loans and Security Agreements - Schedule of Debt (Details) - USD ($) | Dec. 31, 2020 | Aug. 31, 2020 | May 01, 2020 | Mar. 31, 2020 | Mar. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 527,054,000 | $ 658,083,000 | |||||
Current portion of debt | 120,846,000 | 337,583,000 | |||||
Long-term portion of debt | 270,053,000 | 299,229,000 | |||||
Total | 390,899,000 | 636,812,000 | |||||
Unused Borrowing Capacity | 968,000 | 1,220,000 | |||||
10.25% Senior Secured Notes due March 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate percentage | 10.25% | ||||||
Letter of Credit due December 2021, Non-Recourse | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | 0 | ||||||
Current portion of debt | 0 | ||||||
Long-term portion of debt | 0 | ||||||
Total | 0 | ||||||
Letters of Credit | Letter of Credit due December 2021, Non-Recourse | |||||||
Debt Instrument [Line Items] | |||||||
Unused Borrowing Capacity | $ 968,000 | $ 1,220,000 | |||||
Interest rate percentage | 2.25% | 2.25% | |||||
Term loan | Term Loan due November 2020, Recourse | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 0 | $ 1,571,000 | |||||
Current portion of debt | 1,536,000 | ||||||
Long-term portion of debt | 0 | ||||||
Total | $ 1,536,000 | ||||||
Interest rate percentage | 4.00% | 4.00% | |||||
Term loan | Term Loan due September 2028, Non-Recourse | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 34,456,000 | $ 38,337,000 | |||||
Current portion of debt | 2,826,000 | 3,882,000 | |||||
Long-term portion of debt | 28,920,000 | 31,087,000 | |||||
Total | $ 31,746,000 | $ 34,969,000 | |||||
Interest rate percentage | 7.50% | 7.50% | |||||
Term loan | Term Loan due December 2021, Non-Recourse | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 114,761,000 | $ 121,784,000 | |||||
Current portion of debt | 114,138,000 | 5,122,000 | |||||
Long-term portion of debt | 0 | 115,315,000 | |||||
Total | $ 114,138,000 | $ 120,437,000 | |||||
Interest rate percentage | 2.50% | 2.50% | |||||
Convertible promissory notes | 10% Convertible Promissory Notes due December 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate percentage | 10.00% | 10.00% | 10.00% | 10.00% | |||
Convertible promissory notes | Convertible Promissory Notes Interest Rate 5% Due December 2020, Recourse | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 33,104,000 | ||||||
Current portion of debt | 36,482,000 | ||||||
Long-term portion of debt | 0 | ||||||
Total | $ 36,482,000 | ||||||
Interest rate percentage | 5.00% | 5.00% | 5.00% | ||||
Convertible promissory notes | Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 289,299,000 | ||||||
Current portion of debt | 273,410,000 | ||||||
Long-term portion of debt | 0 | ||||||
Total | $ 273,410,000 | ||||||
Interest rate percentage | 10.00% | 6.00% | |||||
Notes | 10% Senior Secured notes due July 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 93,000,000 | ||||||
Current portion of debt | $ 79,000,000 | 14,000,000 | |||||
Long-term portion of debt | 75,962,000 | ||||||
Total | $ 89,962,000 | ||||||
Interest rate percentage | 10.00% | 10.00% | |||||
Notes | 10.25% Senior Secured Notes due March 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 70,000,000 | ||||||
Current portion of debt | 0 | ||||||
Long-term portion of debt | 68,614,000 | ||||||
Total | $ 68,614,000 | ||||||
Interest rate percentage | 10.25% | 10.25% | |||||
Senior secured notes | 2.5% Green Convertible Senior Notes due August 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 230,000,000 | $ 230,000,000 | |||||
Current portion of debt | 0 | ||||||
Long-term portion of debt | 99,394,000 | ||||||
Total | $ 99,394,000 | ||||||
Interest rate percentage | 2.50% | 2.50% | 2.50% | ||||
Senior secured notes | Senior Secured Notes due March 2030, Non-Recourse | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 77,837,000 | $ 80,988,000 | |||||
Current portion of debt | 3,882,000 | 3,151,000 | |||||
Long-term portion of debt | 73,125,000 | 76,865,000 | |||||
Total | $ 77,007,000 | $ 80,016,000 | |||||
Interest rate percentage | 6.07% | 6.07% | |||||
Recourse debt | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | $ 300,000,000 | $ 416,974,000 | |||||
Current portion of debt | 0 | 325,428,000 | |||||
Long-term portion of debt | 168,008,000 | 75,962,000 | |||||
Total | 168,008,000 | 401,390,000 | |||||
Letters of Credit | Letter of Credit due December 2021, Non-Recourse | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | 0 | ||||||
Current portion of debt | 0 | ||||||
Long-term portion of debt | 0 | ||||||
Total | 0 | ||||||
Non-recourse debt | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | 227,054,000 | 241,109,000 | |||||
Current portion of debt | 120,846,000 | 12,155,000 | |||||
Long-term portion of debt | 102,045,000 | 223,267,000 | |||||
Total | 222,891,000 | 235,422,000 | |||||
Unused Borrowing Capacity | $ 968,000 | $ 1,220,000 |
Outstanding Loans and Securit_4
Outstanding Loans and Security Agreements - Recourse Debt Facilities (Additional Information) (Details) | Jun. 18, 2020USD ($)shares$ / shares | May 01, 2020USD ($) | Mar. 31, 2020USD ($)$ / shares | Oct. 31, 2020USD ($)shares | Aug. 31, 2020USD ($)$ / sharesshares | Nov. 30, 2019$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 30, 2020$ / shares | Jul. 01, 2017 |
Debt Instrument [Line Items] | ||||||||||||
Unpaid Principal Balance | $ 527,054,000 | $ 658,083,000 | ||||||||||
Long-term debt carrying value | 390,899,000 | 636,812,000 | ||||||||||
Loss on extinguishment of debt | 12,878,000 | 0 | $ 0 | |||||||||
Payments of debt issuance costs | 13,247,000 | 0 | 0 | |||||||||
Current portion of debt | 120,846,000 | 337,583,000 | ||||||||||
Long-term portion of debt | 270,053,000 | 299,229,000 | ||||||||||
Interest expense | 78,800,000 | 94,200,000 | 105,900,000 | |||||||||
Contractual interest expense | $ 76,276,000 | $ 87,480,000 | $ 97,021,000 | |||||||||
10.25% Senior Secured Notes due March 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate percentage | 10.25% | |||||||||||
Redemption price, percentage | 101.00% | |||||||||||
Term loan | Term Loan due November 2020, Recourse | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Weighted average interest rate (as a percentage) | 6.30% | |||||||||||
Unpaid Principal Balance | $ 0 | $ 1,571,000 | ||||||||||
Interest rate percentage | 4.00% | 4.00% | ||||||||||
Long-term debt carrying value | $ 1,536,000 | |||||||||||
Current portion of debt | 1,536,000 | |||||||||||
Long-term portion of debt | 0 | |||||||||||
Term loan | Term Loan due November 2020, Recourse | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
LIBOR margin (as a percentage) | 4.00% | |||||||||||
Term loan | Term Loan due December 2021, Non-Recourse | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unpaid Principal Balance | $ 114,761,000 | $ 121,784,000 | ||||||||||
Interest rate percentage | 2.50% | 2.50% | ||||||||||
Long-term debt carrying value | $ 114,138,000 | $ 120,437,000 | ||||||||||
Current portion of debt | 114,138,000 | 5,122,000 | ||||||||||
Long-term portion of debt | $ 0 | 115,315,000 | ||||||||||
Convertible promissory notes | Convertible Promissory Notes Interest Rate 5% Due December 2020, Recourse | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unpaid Principal Balance | $ 33,104,000 | |||||||||||
Interest rate percentage | 5.00% | 5.00% | 5.00% | |||||||||
Debt make-whole expense | $ 3,800,000 | |||||||||||
Long-term debt carrying value | $ 36,482,000 | |||||||||||
Current portion of debt | 36,482,000 | |||||||||||
Long-term portion of debt | 0 | |||||||||||
Convertible promissory notes | Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unpaid Principal Balance | $ 289,299,000 | |||||||||||
Interest rate percentage | 10.00% | 6.00% | ||||||||||
Convertible stock price (in dollars per share) | $ / shares | $ 11.25 | |||||||||||
Long-term debt carrying value | $ 273,410,000 | |||||||||||
Debt conversion, shares issued (in shares) | shares | 616,302 | |||||||||||
Current portion of debt | 273,410,000 | |||||||||||
Long-term portion of debt | $ 0 | |||||||||||
Convertible promissory notes | 10% Convertible Promissory Notes due December 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||
Convertible promissory notes | Convertible Promissory Notes Interest Rate 10% Due December 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible stock price (in dollars per share) | $ / shares | $ 8 | $ 8 | ||||||||||
Converted instrument, amount | $ 252,797,000 | $ 0 | $ 0 | |||||||||
Convertible promissory notes | Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse, Amendment | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible, number of equity instruments (in shares) | shares | 4,700,000 | |||||||||||
Debt instrument, unamortized premium | $ 3,400,000 | |||||||||||
Convertible debt | Convertible Promissory Notes Interest Rate 5% Due December 2020, Recourse | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Extinguishment of debt amount | $ 33,100,000 | |||||||||||
Debt make-whole expense | 3,800,000 | |||||||||||
Long-term debt, fair value | 40,700,000 | $ 40,700,000 | ||||||||||
Convertible debt | Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt, fair value | 340,700,000 | 340,700,000 | ||||||||||
Debt instrument, unamortized premium | $ 4,300,000 | |||||||||||
Long-term debt carrying value | 279,000,000 | 279,000,000 | ||||||||||
Debt face amount | 289,300,000 | 289,300,000 | ||||||||||
Loss on extinguishment of debt | 10,300,000 | |||||||||||
Accrued and unpaid interest | 1,400,000 | 1,400,000 | ||||||||||
Debt issuance costs, net | 1,000,000 | 1,000,000 | ||||||||||
Payments of debt issuance costs | 1,200,000 | |||||||||||
Repayments of convertible debt | 70,000,000 | |||||||||||
Debt instrument, unamortized discount | 10,700,000 | 10,700,000 | ||||||||||
Convertible debt | Additional Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | 30,000,000 | 30,000,000 | ||||||||||
Convertible debt | Convertible Promissory Notes Interest Rate 10% Due December 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of convertible debt | 70,000,000 | |||||||||||
Maximum borrowing capacity | 150,000,000 | |||||||||||
Current borrowing capacity | 80,000,000 | |||||||||||
Notes | 10% Senior Secured notes due July 2024 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unpaid Principal Balance | $ 93,000,000 | |||||||||||
Interest rate percentage | 10.00% | 10.00% | ||||||||||
Debt instrument, unamortized premium | $ 3,200,000 | |||||||||||
Long-term debt carrying value | $ 89,962,000 | |||||||||||
Accrued and unpaid interest | 2,100,000 | |||||||||||
Debt issuance costs, net | 2,000,000 | |||||||||||
Current portion of debt | $ 79,000,000 | 14,000,000 | ||||||||||
Premium percentage | 0.04 | |||||||||||
Redemption price, percentage of principal amount redeemed | 104.00% | |||||||||||
Long-term portion of debt | $ 75,962,000 | |||||||||||
Notes | 10.25% Senior Secured Notes due March 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unpaid Principal Balance | $ 70,000,000 | |||||||||||
Interest rate percentage | 10.25% | 10.25% | ||||||||||
Long-term debt carrying value | $ 68,614,000 | |||||||||||
Debt face amount | $ 70,000,000 | |||||||||||
Current portion of debt | 0 | |||||||||||
Long-term portion of debt | 68,614,000 | |||||||||||
Senior secured notes | 2.5% Green Convertible Senior Notes due August 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unpaid Principal Balance | $ 230,000,000 | $ 230,000,000 | ||||||||||
Interest rate percentage | 2.50% | 2.50% | 2.50% | |||||||||
Long-term debt carrying value | $ 99,394,000 | |||||||||||
Debt issuance costs, net | $ 9,900,000 | |||||||||||
Current portion of debt | 0 | |||||||||||
Long-term portion of debt | $ 99,394,000 | |||||||||||
Debt instrument, unamortized discount | 6,900,000 | |||||||||||
Debt other issuance costs, net | 3,000,000 | |||||||||||
Proceeds from debt, net of issuance costs | 220,100,000 | |||||||||||
Convertible, conversion ratio | 0.0616808 | |||||||||||
Debt issuance costs, attributable to liability component, net | 4,200,000 | |||||||||||
Debt issuance costs, attributable to equity component, net | 5,700,000 | |||||||||||
Convertible, carrying amount of liability component | 93,300,000 | |||||||||||
Convertible, carrying amount of equity component | 138,100,000 | |||||||||||
Interest expense | $ 8,300,000 | |||||||||||
Amortization of debt discount (premium) | 5,900,000 | |||||||||||
Amortization of debt issuance costs | 200,000 | |||||||||||
Interest rate percentage, attributable to liability component | 0.219 | |||||||||||
Debt instrument, term | 4 years 8 months 12 days | |||||||||||
Contractual interest expense | $ 2,200,000 | |||||||||||
Affiliated entity | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unpaid Principal Balance | $ 59,138,000 | |||||||||||
Long-term debt carrying value | 55,771,000 | |||||||||||
Current portion of debt | 24,683,000 | |||||||||||
Long-term portion of debt | 31,088,000 | |||||||||||
Affiliated entity | Convertible promissory notes | Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate percentage | 6.00% | |||||||||||
Embedded derivative, fair value, net | $ 24,000,000 | $ 24,000,000 | ||||||||||
Affiliated entity | Convertible promissory notes | 10% Convertible Promissory Notes due December 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible stock price (in dollars per share) | $ / shares | $ 8 | $ 8 | $ 8 | $ 38.64 | ||||||||
Affiliated entity | Convertible promissory notes | Convertible Promissory Notes Interest Rate 10% Due December 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate percentage | 10.00% | 10.00% | ||||||||||
Affiliated entity | Convertible debt | Convertible Promissory Notes Interest Rate 10% Due December 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unpaid Principal Balance | $ 96,200,000 | |||||||||||
Interest rate percentage | 10.00% | 10.00% | ||||||||||
Debt instrument, unamortized premium | $ 3,200,000 | |||||||||||
Converted instrument, amount | $ 153,100,000 | |||||||||||
Class A common stock | Senior secured notes | 2.5% Green Convertible Senior Notes due August 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible stock price (in dollars per share) | $ / shares | $ 16.21 | |||||||||||
Class A common stock | Affiliated entity | Convertible debt | Convertible Promissory Notes Interest Rate 10% Due December 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion of notes (in shares) | shares | 12,000,000 | |||||||||||
Class B common stock | Convertible promissory notes | Convertible Promissory Notes Interest Rate 10% Due December 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion of notes (in shares) | shares | 19,100,000 | |||||||||||
Class B common stock | Foris Ventures LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Converted instrument, amount | $ 10,000,000 | |||||||||||
Conversion of notes (in shares) | shares | 1,300,000 | |||||||||||
On or after March 27, 2022 | 10.25% Senior Secured Notes due March 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, percentage | 108.00% | |||||||||||
On or after March 27, 2023 | 10.25% Senior Secured Notes due March 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, percentage | 104.00% | |||||||||||
On or after March 27, 2024 | 10.25% Senior Secured Notes due March 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, percentage | 102.00% | |||||||||||
On or after March 27, 2026 | 10.25% Senior Secured Notes due March 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, percentage | 100.00% |
Outstanding Loans and Securit_5
Outstanding Loans and Security Agreements - Non-recourse Debt Facilities (Additional Information) (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | |||||
Unused borrowing capacity | $ 968,000 | $ 1,220,000 | |||
Term loan | Term Loan due September 2028, Non-Recourse | |||||
Debt Instrument [Line Items] | |||||
Interest rate percentage | 7.50% | 7.50% | |||
Term loan | Term Loan due December 2021, Non-Recourse | |||||
Debt Instrument [Line Items] | |||||
Interest rate percentage | 2.50% | 2.50% | |||
Senior secured notes | Senior Secured Notes due March 2030, Non-Recourse | |||||
Debt Instrument [Line Items] | |||||
Interest rate percentage | 6.07% | 6.07% | |||
PPA IIIa | Term loan | Term Loan due September 2028, Non-Recourse | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 46,800,000 | ||||
Interest rate percentage | 7.50% | ||||
Debt minimum debt service reserves required | $ 3,800,000 | $ 3,800,000 | |||
PPA IV | Senior secured notes | Senior Secured Notes due March 2030, Non-Recourse | |||||
Debt Instrument [Line Items] | |||||
Interest rate percentage | 6.07% | ||||
Debt minimum debt service reserves required | $ 8,500,000 | 8,000,000 | |||
PPA V | Term loan | Term Loan due December 2021, Non-Recourse | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 131,200,000 | ||||
Commitment fee percentage | 0.50% | ||||
PPA V | Term loan | Term Loan due December 2021, Years One Through Three, Non-Recourse | LIBOR | |||||
Debt Instrument [Line Items] | |||||
LIBOR margin (as a percentage) | 2.25% | ||||
PPA V | Term loan | Term Loan due December 2021, After Year Three, Non-Recourse | LIBOR | |||||
Debt Instrument [Line Items] | |||||
LIBOR margin (as a percentage) | 2.50% | ||||
PPA V | Letters of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 6,200,000 | $ 6,400,000 | |||
Amount outstanding | 5,200,000 | 5,000,000 | |||
Unused borrowing capacity | $ 1,000,000 | $ 1,200,000 |
Outstanding Loans and Securit_6
Outstanding Loans and Security Agreements - Schedule of Repayments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||
2021 | $ 121,469 | ||
2022 | 16,393 | ||
2023 | 22,166 | ||
2024 | 24,886 | ||
2025 | 258,022 | ||
Thereafter | 84,118 | ||
Total | 527,054 | $ 658,083 | |
Interest expense | 78,800 | 94,200 | $ 105,900 |
Interest expense to related parties | $ 2,513 | $ 6,756 | $ 8,893 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Fair Value Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Interest rate swap agreements | $ 3 | |
Derivatives designated as hedging instruments | Interest rate swap agreements | ||
Derivative [Line Items] | ||
Interest rate swap agreements | $ 0 | 3 |
Derivative liability | 15,989 | 9,241 |
Derivatives designated as hedging instruments | Prepaid expenses and other current assets | Interest rate swap agreements | ||
Derivative [Line Items] | ||
Interest rate swap agreements | 0 | 3 |
Derivatives designated as hedging instruments | Accrued expenses and other current liabilities | Interest rate swap agreements | ||
Derivative [Line Items] | ||
Derivative liability | 15,989 | 782 |
Derivatives designated as hedging instruments | Derivative liabilities | Interest rate swap agreements | ||
Derivative [Line Items] | ||
Derivative liability | $ 0 | $ 8,459 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Interest Rate Swaps (Additional Information) (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 31, 2015agreement | |
Credit Derivatives [Line Items] | ||||
Gain (loss) on derivative | $ 600 | $ (2,200) | $ 200 | |
Interest rate swap | ||||
Credit Derivatives [Line Items] | ||||
Gain (loss) on derivative | 145 | 225 | ||
Natural gas forward contract | Not designated as hedging instrument | ||||
Credit Derivatives [Line Items] | ||||
Gain (loss) on derivative | (100) | (800) | ||
Gain on the settlement of contracts | 4,500 | 3,600 | ||
Cash flow hedging | Interest rate swap | PPA Company V | ||||
Credit Derivatives [Line Items] | ||||
Number of swap agreements entered into | agreement | 9 | |||
Derivative, notional amount | $ 181,400 | $ 184,200 | $ 186,600 | |
Cash flow hedging | Interest rate swap maturing In 2016 | PPA Company V | ||||
Credit Derivatives [Line Items] | ||||
Number of swap agreements entered into | agreement | 3 | |||
Cash flow hedging | Interest rate swap maturing December 21, 2021 | PPA Company V | ||||
Credit Derivatives [Line Items] | ||||
Number of swap agreements entered into | agreement | 3 | |||
Cash flow hedging | Interest rate swap maturing September 30, 2031 | PPA Company V | ||||
Credit Derivatives [Line Items] | ||||
Number of swap agreements entered into | agreement | 3 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Changes in Fair Value of Derivative Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax: | |||
Net loss recognized in other comprehensive loss | $ 6,919 | $ 6,071 | $ (2,124) |
Gain recognized in earnings | (600) | 2,200 | (200) |
Interest rate swap agreements | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax: | |||
Gain recognized in earnings | (145) | (225) | |
Derivative contracts | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax: | |||
Beginning balance | 9,238 | 3,548 | |
Loss recognized in other comprehensive loss | 8,465 | 6,131 | |
Amounts reclassified from other comprehensive loss to earnings | (1,569) | (216) | |
Net loss recognized in other comprehensive loss | 6,896 | 5,915 | |
Ending balance | $ 15,989 | $ 9,238 | $ 3,548 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Embedded Derivatives (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Gain (loss) on derivative | $ 0.6 | $ (2.2) | $ 0.2 |
Embedded derivative liability | $ 5.5 | $ 6.2 | $ 4 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended | |
Dec. 31, 2020vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Class of Stock [Line Items] | ||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Total shares outstanding (in shares) | 168,002,726 | 121,036,289 |
Percentage of class B shares representing number of class A shares | 0.05 | |
2002 Stock Plan | ||
Class of Stock [Line Items] | ||
Number of outstanding options (in shares) | 1,265,656 | 1,856,154 |
2018 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 20,233,754 | 17,233,144 |
2018 ESPP | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 2,587,874 | 3,030,407 |
Common Stock Warrant, Exercise Price of $27.78 | ||
Class of Stock [Line Items] | ||
Warrant exercise price (in dollars per share) | $ / shares | $ 27.78 | |
Warrants outstanding (in shares) | 468,548 | 481,181 |
Common Stock Warrant, Exercise Price of $38.64 | ||
Class of Stock [Line Items] | ||
Warrant exercise price (in dollars per share) | $ / shares | $ 38.64 | |
Warrants outstanding (in shares) | 12,940 | 12,940 |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, outstanding (in shares) | 140,094,633 | 84,549,511 |
Voting rights per share | vote | 1 | |
Common stock, conversion ratio (in shares) | 1 | |
Class A common stock | 2018 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Number of outstanding options (in shares) | 5,210,823 | 5,998,406 |
Class A common stock | 2018 Equity Incentive Plan | Restricted Stock | ||
Class of Stock [Line Items] | ||
Number of outstanding options (in shares) | 5,914,754 | 3,456,172 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, outstanding (in shares) | 27,908,093 | 36,486,778 |
Voting rights per share | vote | 10 | |
Class B common stock | 2002 Stock Plan | ||
Class of Stock [Line Items] | ||
Number of outstanding options (in shares) | 1,265,656 | |
Class B common stock | 2012 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Number of outstanding options (in shares) | 8,877,792 | 9,982,756 |
Class B common stock | 2012 Equity Incentive Plan | Restricted Stock | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance (in shares) | 504,034 | 6,656,094 |
Stock-Based Compensation and _3
Stock-Based Compensation and Employee Benefit Plan - Stock Plan (Additional Information) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average exercise price, outstanding options (in dollars per share) | $ 21.27 | $ 20.76 | $ 25.93 |
Number of additional shares authorized, percent | 4.00% | ||
2002 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of outstanding options (in shares) | 1,265,656 | 1,856,154 | |
Weighted average exercise price, outstanding options (in dollars per share) | $ 26.64 | ||
2002 Stock Plan | Class B common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of outstanding options (in shares) | 1,265,656 | ||
Stock-based compensation vesting period | 4 years | ||
Expiration period | 10 years |
Stock-Based Compensation and _4
Stock-Based Compensation and Employee Benefit Plan - Equity Incentive Plan (Additional Information) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average exercise price, outstanding options (in dollars per share) | $ 21.27 | $ 20.76 | $ 25.93 |
2002 Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of outstanding options (in shares) | 1,265,656 | 1,856,154 | |
Weighted average exercise price, outstanding options (in dollars per share) | $ 26.64 | ||
2002 Stock Plan | Class B common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Stock-based compensation vesting period | 4 years | ||
Number of outstanding options (in shares) | 1,265,656 | ||
2012 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average exercise price, outstanding options (in dollars per share) | $ 27.43 | ||
2012 Equity Incentive Plan | Class B common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Stock-based compensation vesting period | 4 years | ||
Number of outstanding options (in shares) | 8,877,792 | 9,982,756 | |
2012 Equity Incentive Plan | Class B common stock | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for future issuance (in shares) | 504,034 | 6,656,094 | |
2018 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average exercise price, outstanding options (in dollars per share) | $ 9.48 | ||
Shares reserved for future issuance (in shares) | 20,233,754 | 17,233,144 | |
2018 Equity Incentive Plan | Class A common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Stock-based compensation vesting period | 4 years | ||
Number of outstanding options (in shares) | 5,210,823 | 5,998,406 | |
2018 Equity Incentive Plan | Class A common stock | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of outstanding options (in shares) | 5,914,754 | 3,456,172 |
Stock-Based Compensation and _5
Stock-Based Compensation and Employee Benefit Plan - Weighted-Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.60% | ||
Risk-free interest rate (minimum) | 1.70% | 2.50% | |
Risk-free interest rate (maximum) | 2.60% | 3.10% | |
Expected term (years) | 6 years 7 months 6 days | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 71.00% | ||
Expected volatility (minimum) | 45.70% | 52.40% | |
Expected volatility (maximum) | 50.20% | 56.10% | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 years 4 months 24 days | 6 years 2 months 12 days | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 years 8 months 12 days | 6 years 8 months 12 days |
Stock-Based Compensation and _6
Stock-Based Compensation and Employee Benefit Plan - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 73,893 | $ 196,291 | $ 168,482 |
Share-based payment arrangement, amount capitalized | 5,900 | 7,300 | 13,600 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 17,475 | 45,429 | 29,680 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 19,037 | 40,949 | 39,029 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 10,997 | 32,478 | 32,284 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 26,384 | $ 77,435 | $ 67,489 |
Stock-Based Compensation and _7
Stock-Based Compensation and Employee Benefit Plan - Stock Option and Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding Options/RSUs, Number of Shares | |||
Outstanding (in shares) | 17,837,316 | 14,558,420 | |
Granted (in shares) | 200,000 | 4,956,064 | |
Exercised (in shares) | (1,341,324) | (358,564) | |
Cancelled (in shares) | (1,341,721) | (1,318,604) | |
Outstanding (in shares) | 15,354,271 | 17,837,316 | 14,558,420 |
Outstanding Options Weighted Average Exercise Price | |||
Outstanding (in dollars per share) | $ 20.76 | $ 25.93 | |
Granted (in dollars per share) | 7.30 | 5.60 | |
Exercised (in dollars per share) | 11.18 | 4.26 | |
Cancelled (in dollars per share) | 22.49 | 25.33 | |
Outstanding (in dollars per share) | $ 21.27 | $ 20.76 | $ 25.93 |
Outstanding, remaining contractual life | 6 years | 6 years 10 months 24 days | 6 years 9 months 18 days |
Outstanding, aggregate intrinsic value | $ 129,855 | $ 14,964 | $ 3,084 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Vested and expected to vest (in shares) | 14,976,706 | ||
Exercisable (in shares) | 10,311,316 | ||
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 21.55 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 26.37 | ||
Vested and expected to vest, remaining contractual life | 5 years 10 months 24 days | ||
Exercisable, remaining contractual life | 4 years 10 months 24 days | ||
Vested and expected to vest, aggregate intrinsic value | $ 122,813 | ||
Exercisable, aggregate intrinsic value | $ 39,569 |
Stock-Based Compensation and _8
Stock-Based Compensation and Employee Benefit Plan - Stock Options (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||
Granted (in dollars per share) | $ 7.30 | $ 5.60 | |
Unrecognized compensation cost related to unvested stock options | $ 20.7 | $ 41.9 | |
Expense expected to be recognized over remaining weighted-average period | 1 year 9 months 18 days | 2 years 9 months 18 days | |
Cash received from Stock options exercised | $ 15 | $ 1.5 | |
Class A common stock | |||
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||
Granted options (in shares) | 200,000 | 4,956,064 | |
Granted (in dollars per share) | $ 7.30 | $ 5.60 | |
Employee Stock Option | |||
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||
Allocated share-based compensation expense | $ 19.1 | $ 36.2 | $ 33.3 |
Stock options exercised, intrinsic value | $ 11.2 | $ 2.6 | $ 9.2 |
Stock-Based Compensation and _9
Stock-Based Compensation and Employee Benefit Plan - Unvested Restricted Stock Unit Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Unvested Restricted Stock Unit Activity | ||
Unvested balance (in shares) | 10,112,266 | 16,784,800 |
Granted (in shares) | 4,744,467 | 3,219,959 |
Vested (in shares) | (7,806,038) | (8,921,807) |
Forfeited (in shares) | (631,907) | (970,686) |
Unvested balance (in shares) | 6,418,788 | 10,112,266 |
Weighted Average Grant Date Fair Value | ||
Unvested balance (in dollars per share) | $ 17.29 | $ 18.74 |
Granted (in dollars per share) | 12.43 | 11.81 |
Vested (in dollars per share) | 17.48 | 18.03 |
Forfeited (in dollars per share) | 14.93 | 17.34 |
Unvested balance (in dollars per share) | $ 13.71 | $ 17.29 |
Stock-Based Compensation and_10
Stock-Based Compensation and Employee Benefit Plan - Restricted Stock Units (Additional Information) (Details) - Restricted Stock - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 44.1 | $ 141.3 | $ 142.4 |
Unrecognized stock-based compensation cost | $ 59.8 | $ 52 | |
Expense expected to be recognized over a weighted-average period | 2 years 2 months 12 days | 1 year 1 month 6 days |
Stock-Based Compensation and_11
Stock-Based Compensation and Employee Benefit Plan - Executive Awards (Details) - tranche | 1 Months Ended | |
Jun. 30, 2020 | Nov. 30, 2019 | |
2019 Executive Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Number of Tranche | 3 | |
2020 Executive Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Number of Tranche | 3 |
Stock-Based Compensation and_12
Stock-Based Compensation and Employee Benefit Plan - Number of Shares Available for Grant (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Options/ RSUs Available for Grant | ||
Beginning balance (in shares) | 17,233,144 | 17,457,847 |
Added to plan (in shares) | 7,179,751 | 7,585,422 |
Granted (in shares) | (4,944,467) | (8,176,023) |
Cancelled (in shares) | 1,965,801 | 2,289,290 |
Expired (in shares) | (1,200,475) | (1,923,392) |
Ending Balance (in shares) | 20,233,754 | 17,233,144 |
Stock-Based Compensation and_13
Stock-Based Compensation and Employee Benefit Plan - Employee Stock Purchase Plan (Details) | Jul. 25, 2018shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Apr. 30, 2018shares |
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of share maximum per employee | 2,500 | |||
Share-Based Compensation Arrangement By Share-based Payment Award, Purchase Period | 6 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Amount | $ | $ 25,000 | |||
2018 ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee stock ownership plan (ESOP), compensation expense | $ | $ 5,700,000 | $ 10,300,000 | ||
Share-based compensation arrangement by share-based payment award, shares issued in period | 1,937,825 | |||
Number of additional shares authorized (in shares) | 1,494,819 | |||
Number of common stock reserved for issuance (in shares) | 2,587,401 | |||
Unrecognized stock-based compensation cost | $ | $ 1,700,000 | |||
Expense expected to be recognized over a weighted-average period | 3 months 18 days | |||
Shares reserved for future issuance (in shares) | 2,587,874 | 3,030,407 | ||
2018 ESPP | Employee Stock | Class A common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of common stock reserved for issuance (in shares) | 33,333,333 | |||
Shares reserved for future issuance (in shares) | 3,333,333 | |||
Employee Purchase Plan, Number Of Share Reserved For Issuance Increase, Term | 9 years | |||
Employee Purchase Plan, Percentage Of Total Outstanding Shares | 0.01 | |||
Purchase price of common stock, percentage of fair market value | 85.00% |
Stock-Based Compensation and_14
Stock-Based Compensation and Employee Benefit Plan - Fair Value of Shares Purchased Under the 2018 ESPP (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate (minimum) | 1.70% | 2.50% | |
Risk-free interest rate (maximum) | 2.60% | 3.10% | |
Expected term (years) | 6 years 7 months 6 days | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 71.00% | ||
Expected volatility (minimum) | 45.70% | 52.40% | |
Expected volatility (maximum) | 50.20% | 56.10% | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 years 4 months 24 days | 6 years 2 months 12 days | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 years 8 months 12 days | 6 years 8 months 12 days | |
2018 ESPP | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate (minimum) | 0.12% | 1.50% | |
Risk-free interest rate (maximum) | 1.51% | 2.60% | |
Expected dividend yield | 0.00% | 0.00% | |
Expected volatility (minimum) | 61.00% | 45.90% | |
Expected volatility (maximum) | 119.20% | 54.00% | |
2018 ESPP | Employee Stock | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 months | 6 months | |
2018 ESPP | Employee Stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 2 years | 2 years |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (179,657) | $ (324,467) | $ (291,574) |
Foreign | 826 | 1,634 | 1,835 |
Total | $ (178,831) | $ (322,833) | $ (289,739) |
Income Taxes - Provisions_ Bene
Income Taxes - Provisions/ Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 21 | 26 | 191 |
Foreign | 472 | 595 | 1,407 |
Total current | 493 | 621 | 1,598 |
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (237) | 12 | (61) |
Total deferred | (237) | 12 | (61) |
Provision for income taxes | $ 256 | $ 633 | $ 1,537 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ (37,552) | $ (67,795) | $ (60,845) |
State taxes, net of federal effect | 21 | 26 | 191 |
Impact on noncontrolling interest | 4,522 | 4,001 | 3,725 |
Non-U.S. tax effect | 78 | 264 | 960 |
Nondeductible expenses | 908 | 144 | 6,796 |
Stock-based compensation | 5,956 | 6,484 | 3,892 |
Loss on debt extinguishment | 214 | 0 | 0 |
U.S. tax on foreign earnings (GILTI) | 203 | 221 | 127 |
Change in valuation allowance | 25,906 | 57,288 | 46,691 |
Provision for income taxes | $ 256 | $ 633 | $ 1,537 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | |||
Income tax provision | $ 256,000 | $ 633,000 | $ 1,537,000 |
Net loss before income taxes | $ 178,831,000 | $ 322,833,000 | $ 289,739,000 |
Effective income tax rate | (0.10%) | (0.20%) | (0.50%) |
Valuation allowance | $ 614,958,000 | $ 633,591,000 | |
Increase (decrease) in valuation allowance | 18,600,000 | 62,300,000 | |
Uncertain tax positions increase | 3,300,000 | ||
Unrecognized tax benefits that would impact valuation allowance | 34,700,000 | ||
Interest and penalties accrued | 0 | $ 0 | |
Domestic Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 1,900,000,000 | ||
Operating loss carryforwards, subject to expiration | 1,700,000,000 | ||
Operating loss carryforwards, not subject to expiration | 224,800,000 | ||
Domestic Tax Authority | Research Tax Credit Carryforward | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | 23,000,000 | ||
Domestic Tax Authority | Investment Tax Credit Carryforward | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | 6,600,000 | ||
State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 1,600,000,000 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | $ 14,700,000 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Tax credits and net operating loss carryforwards | $ 510,599 | $ 494,084 |
Lease liabilities | 128,151 | 122,145 |
Depreciation and amortization | 7,541 | 8,523 |
Deferred revenue | 27,134 | 6,688 |
Accruals and reserves | 15,068 | 5,874 |
Stock-based compensation | 35,815 | 61,808 |
Other items - deferred tax assets | 25,931 | 24,443 |
Gross deferred tax assets | 750,239 | 723,565 |
Valuation allowance | (614,958) | (633,591) |
Net deferred tax assets | 135,281 | 89,974 |
Investment in PPA entities | (10,757) | (13,494) |
Debt issuance cost | 0 | (4,055) |
Discount upon issuance of debt | (29,513) | 0 |
Managed services - deferred costs | (21,898) | 0 |
Right-of-use assets and leased assets | (70,818) | (65,978) |
Other items - deferred tax liability | (1,413) | (5,803) |
Gross deferred tax liabilities | (134,399) | (89,330) |
Deferred tax assets, net | $ 882 | $ 644 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits beginning balance | $ 34,480 | $ 30,311 |
Gross decrease for tax positions of prior year | 0 | (93) |
Gross increase for tax positions of prior year | 307 | 615 |
Gross increase for tax positions of current year | 2,966 | 3,647 |
Unrecognized tax benefits end balance | $ 37,753 | $ 34,480 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Additional Information (Details) - USD ($) $ in Thousands | Nov. 26, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Earnings Per Share [Abstract] | ||||
Deemed dividends | $ 2,500 | $ 0 | $ 2,454 | $ 0 |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 26, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Numerator: | ||||
Net loss attributable to Class A and Class B common stockholders | $ (157,553) | $ (304,414) | $ (273,540) | |
Deemed dividend | $ (2,500) | 0 | (2,454) | 0 |
Net loss available to Class A and Class B common stockholders | $ (157,553) | $ (306,868) | $ (273,540) | |
Denominator: | ||||
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic and diluted (in shares) | 138,722 | 115,118 | 53,268 | |
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted (in dollars per share) | $ (1.14) | $ (2.67) | $ (5.14) |
Net Loss per Share Attributab_5
Net Loss per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 35,838 | 31,844 | 32,192 |
Convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 29,729 | 27,213 | 27,230 |
Stock options and awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 6,109 | 4,631 | 4,962 |
Portfolio Financings - Schedule
Portfolio Financings - Schedule of VIEs (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)MWh | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Variable Interest Entity [Line Items] | |||
Distributions to Equity Investor | $ 0 | $ 373 | $ 576 |
PPA IIIa | |||
Variable Interest Entity [Line Items] | |||
Maximum size of installation (in megawatts) | MWh | 10 | ||
Installed size (in megawatts) | MWh | 10 | ||
Term of power purchase agreements (in years) | 15 years | ||
Income (loss) and tax benefits allocation to Equity Investor | 99.00% | ||
Cash allocation to Equity Investor | 99.00% | ||
Income (loss), tax and cash allocations to Equity Investor after the flip date | 5.00% | ||
Company cash contributions | $ 32,223 | ||
Company non-cash contributions | 8,655 | ||
Equity Investor cash contributions | 36,967 | ||
Debt financing | 44,968 | ||
Distributions to Equity Investor | 4,847 | 4,803 | 4,063 |
Debt repayment—principal | $ 10,513 | 6,631 | 4,431 |
PPA IV | |||
Variable Interest Entity [Line Items] | |||
Maximum size of installation (in megawatts) | MWh | 21 | ||
Installed size (in megawatts) | MWh | 19 | ||
Term of power purchase agreements (in years) | 15 years | ||
Income (loss) and tax benefits allocation to Equity Investor | 90.00% | ||
Cash allocation to Equity Investor | 90.00% | ||
Company cash contributions | $ 11,669 | ||
Company non-cash contributions | 0 | ||
Equity Investor cash contributions | 84,782 | ||
Debt financing | 99,000 | ||
Distributions to Equity Investor | 8,852 | 6,692 | 4,568 |
Debt repayment—principal | $ 21,163 | 18,012 | 15,543 |
PPA V | |||
Variable Interest Entity [Line Items] | |||
Maximum size of installation (in megawatts) | MWh | 40 | ||
Installed size (in megawatts) | MWh | 37 | ||
Term of power purchase agreements (in years) | 15 years | ||
Income (loss) and tax benefits allocation to Equity Investor | 99.00% | ||
Cash allocation to Equity Investor | 90.00% | ||
Company cash contributions | $ 27,932 | ||
Company non-cash contributions | 0 | ||
Equity Investor cash contributions | 227,344 | ||
Debt financing | 131,237 | ||
Distributions to Equity Investor | 24,809 | 70,591 | 66,745 |
Debt repayment—principal | $ 16,475 | $ 9,453 | $ 5,780 |
Portfolio Financings - Addition
Portfolio Financings - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Variable Interest Entity [Line Items] | ||
Redeemable noncontrolling interest | $ 377 | $ 443 |
PPA IIIa | ||
Variable Interest Entity [Line Items] | ||
Percentage of cash distributions and profit and losses received | 0.95 |
Portfolio Financings - Schedu_2
Portfolio Financings - Schedule of PPA Entities' Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |||
Current assets: | ||||||
Cash and cash equivalents | [1] | $ 246,947 | $ 202,823 | |||
Restricted cash, current | [1] | 52,470 | 30,804 | |||
Accounts receivable | [1] | 99,513 | 37,828 | |||
Customer financing receivable | [1] | 5,428 | 5,108 | |||
Total current assets | 618,604 | 472,707 | ||||
Property and equipment, net | [1] | 600,628 | 607,059 | |||
Non-current portion of net investment in sales-type leases | [1] | 45,268 | 50,747 | |||
Restricted cash, non-current | [1] | 117,293 | 143,761 | |||
Other long-term assets | [1] | 34,511 | 41,652 | |||
Total assets | 1,454,387 | $ 1,350,712 | 1,322,591 | |||
Current liabilities: | ||||||
Accrued expenses and other current liabilities | 112,004 | [1] | 68,970 | 70,284 | [1] | |
Deferred revenue and customer deposits | [1] | 114,286 | 89,192 | |||
Current portion of debt | 120,846 | 337,583 | ||||
Total current liabilities | 436,377 | 578,185 | 573,964 | |||
Derivative liabilities | [1] | 4,989 | 17,551 | |||
Deferred revenue and customer deposits, non-current | [1] | 87,463 | 125,529 | |||
Long-term portion of debt | 270,053 | 299,229 | ||||
Other long-term liabilities | 12,279 | [1] | 17,673 | 28,013 | [1] | |
Total liabilities | 1,312,991 | $ 1,518,572 | 1,490,451 | |||
PPA Entities | ||||||
Current assets: | ||||||
Cash and cash equivalents | 1,421 | 1,894 | ||||
Restricted cash, current | 4,698 | 2,244 | ||||
Accounts receivable | 4,420 | 4,194 | ||||
Customer financing receivable | 5,428 | 5,108 | ||||
Prepaid expenses and other current assets | 3,048 | 3,587 | ||||
Total current assets | 19,015 | 17,027 | ||||
Property and equipment, net | 252,020 | 275,481 | ||||
Non-current portion of net investment in sales-type leases | 45,268 | 50,747 | ||||
Restricted cash, non-current | 15,320 | 15,045 | ||||
Other long-term assets | 37 | 607 | ||||
Total assets | 331,660 | 358,907 | ||||
Current liabilities: | ||||||
Accrued expenses and other current liabilities | 19,510 | 1,391 | ||||
Deferred revenue and customer deposits | 662 | 662 | ||||
Current portion of debt | 120,846 | 12,155 | ||||
Total current liabilities | 141,018 | 14,208 | ||||
Derivative liabilities | 0 | 8,459 | ||||
Deferred revenue and customer deposits, non-current | 6,072 | 6,735 | ||||
Long-term portion of debt | 102,045 | 223,267 | ||||
Other long-term liabilities | 0 | 2,355 | ||||
Total liabilities | $ 249,135 | $ 255,024 | ||||
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Portfolio Financings - Schedu_3
Portfolio Financings - Schedule of Consolidated Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | |||
Current assets | $ 618,604 | $ 472,707 | |
Long-term assets | 835,783 | 849,884 | |
Total assets | 1,454,387 | $ 1,350,712 | 1,322,591 |
Current liabilities | 315,531 | 236,381 | |
Current portion of debt | 120,846 | 337,583 | |
Long-term liabilities | 606,561 | 617,258 | |
Long-term portion of debt | 270,053 | 299,229 | |
Total liabilities | 1,312,991 | $ 1,518,572 | 1,490,451 |
Bloom Energy | |||
Variable Interest Entity [Line Items] | |||
Current assets | 599,589 | 455,680 | |
Long-term assets | 523,138 | 508,004 | |
Total assets | 1,122,727 | 963,684 | |
Current liabilities | 295,359 | 234,328 | |
Current portion of debt | 0 | 325,428 | |
Long-term liabilities | 600,489 | 599,709 | |
Long-term portion of debt | 168,008 | 75,962 | |
Total liabilities | 1,063,856 | 1,235,427 | |
PPA Entities | |||
Variable Interest Entity [Line Items] | |||
Current assets | 19,015 | 17,027 | |
Long-term assets | 312,645 | 341,880 | |
Total assets | 331,660 | 358,907 | |
Current liabilities | 20,172 | 2,053 | |
Current portion of debt | 120,846 | 12,155 | |
Long-term liabilities | 6,072 | 17,549 | |
Long-term portion of debt | 102,045 | 223,267 | |
Total liabilities | $ 249,135 | $ 255,024 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | 106 Months Ended | ||||||
Dec. 31, 2020USD ($)ft²numberOfEmployees | Dec. 31, 2020USD ($)ft²numberOfEmployees | Dec. 31, 2019USD ($)numberOfEmployees | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($)ft²numberOfEmployees | Mar. 31, 2020USD ($) | Sep. 30, 2017USD ($)numberOfEmployees | Jun. 30, 2015USD ($) | Mar. 31, 2012USD ($) | |
Operating Leased Assets [Line Items] | |||||||||
Term of customer contract for negotiated rates | 15 years | ||||||||
Area of real estate property | ft² | 370,601 | 370,601 | 370,601 | ||||||
Operating leases, rent expense | $ 7,800,000 | $ 6,300,000 | |||||||
Restricted Cash | $ 169,763,000 | $ 169,763,000 | 174,565,000 | $ 169,763,000 | |||||
Grants receivable | $ 16,500,000 | ||||||||
Number of employees to be hired per incentive grant agreement | numberOfEmployees | 900 | ||||||||
Minimum cumulative employee compensation, recapture period one | $ 108,000,000 | ||||||||
Minimum cumulative employee compensation, recapture period three | $ 324,000,000 | ||||||||
Cumulative compensation expense incurred | 152,200,000 | 152,200,000 | 120,100,000 | 152,200,000 | |||||
Proceeds from government grants | 12,000,000 | ||||||||
Grant agreement, maximum possible repayment amount, recapture period two | 2,000,000 | 2,000,000 | 2,000,000 | ||||||
Grant agreement, maximum possible repayment amount, recapture period three | 2,500,000 | 2,500,000 | 2,500,000 | ||||||
Grant agreement, recapture provision repayments | 1,500,000 | 1,500,000 | 1,500,000 | ||||||
Delaware grant obligation | 9,212,000 | 9,212,000 | $ 10,469,000 | 9,212,000 | |||||
Payment for civil penalty | 200,000 | ||||||||
Civil penalty accrual | $ 1,200,000 | ||||||||
Civil penalty expense | 1,200,000 | ||||||||
PPA II | PPA Entities | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Restricted Cash | $ 108,700,000 | $ 108,700,000 | $ 108,700,000 | ||||||
PPA IIIb | PPA Entities | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Pledged assets, term | 7 years | ||||||||
Cash and cash equivalents, period increase (decrease) | $ 20,000,000 | ||||||||
Delaware | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of full time employees | numberOfEmployees | 424 | 424 | 323 | 424 | |||||
PPA V | |||||||||
Operating Leased Assets [Line Items] | |||||||||
PPA expenses | $ 7,400,000 | $ 3,500,000 | |||||||
Term loan | PPA V | Term Loan due December 2021, Non-Recourse | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Debt face amount | $ 131,200,000 | ||||||||
Letters of Credit | PPA V | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Maximum borrowing capacity | $ 6,200,000 | 6,200,000 | $ 6,200,000 | $ 6,400,000 | |||||
Amount outstanding | $ 5,200,000 | $ 5,200,000 | $ 5,000,000 | $ 5,200,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |||
Total revenue from related parties | $ 7,562 | $ 228,100 | $ 32,381 |
Interest expense to related parties | 2,513 | 6,756 | 8,893 |
Consulting Expense, Related Party | $ 0 | $ 0 | $ 125 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2020 | Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Jul. 01, 2017 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | ||||||||
Total revenue from related parties | $ 7,562,000 | $ 228,100,000 | $ 32,381,000 | |||||
Interest paid | 71,651,000 | $ 69,851,000 | 59,549,000 | |||||
Unamortized premium, reclassified to additional paid-in capital | $ 2,300,000 | |||||||
Convertible promissory notes | Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument convertible principal | $ 6,900,000 | |||||||
Interest rate percentage | 10.00% | 6.00% | ||||||
Convertible stock price (in dollars per share) | $ 11.25 | |||||||
Debt conversion, shares issued (in shares) | 616,302 | |||||||
Convertible debt | Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt face amount | $ 289,300,000 | |||||||
Convertible debt | Additional Convertible Notes | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt face amount | $ 30,000,000 | |||||||
Term loan | Term Loan due September 2028, Non-Recourse | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate percentage | 7.50% | 7.50% | ||||||
PPA IIIa | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayments of debt | $ 10,513,000 | $ 6,631,000 | $ 4,431,000 | |||||
PPA IIIa | Term loan | Term Loan due September 2028, Non-Recourse | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate percentage | 7.50% | |||||||
Debt face amount | $ 46,800,000 | |||||||
NEA | Class B common stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Converted instrument, amount | $ 33,900,000 | |||||||
Conversion of notes (in shares) | 4,200,000 | |||||||
Foris Ventures LLC | Class B common stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Converted instrument, amount | $ 10,000,000 | |||||||
Conversion of notes (in shares) | 1,300,000 | |||||||
KPCB | Class B common stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Converted instrument, amount | $ 6,900,000 | |||||||
Conversion of notes (in shares) | 900,000 | |||||||
SK Engineering & Construction Co., Ltd. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenue from related parties | 4,200,000 | |||||||
Accounts receivable | 0 | |||||||
Equity Method Investee | Softbank Corp. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts receivable | 2,400,000 | 2,400,000 | ||||||
Affiliated entity | Convertible promissory notes | Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate percentage | 6.00% | |||||||
Affiliated entity | PPA IIIa | Term loan | Term Loan due September 2028, Non-Recourse | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayments of debt | 2,100,000 | 2,200,000 | ||||||
Interest paid | 700,000 | 3,000,000 | ||||||
Service | Equity Method Investee | Softbank Corp. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total revenue from related parties | $ 3,400,000 | $ 4,200,000 |
Related Party Transactions - De
Related Party Transactions - Debt to Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | $ 527,054 | $ 658,083 |
Current portion of debt | 120,846 | 337,583 |
Long-term portion of debt | 270,053 | 299,229 |
Total | 390,899 | 636,812 |
Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | Convertible promissory notes | ||
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | 289,299 | |
Current portion of debt | 273,410 | |
Long-term portion of debt | 0 | |
Total | 273,410 | |
Term Loan due September 2028, Non-Recourse | Term loan | ||
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | 34,456 | 38,337 |
Current portion of debt | 2,826 | 3,882 |
Long-term portion of debt | 28,920 | 31,087 |
Total | 31,746 | $ 34,969 |
Affiliated entity | ||
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | 59,138 | |
Current portion of debt | 24,683 | |
Long-term portion of debt | 31,088 | |
Total | 55,771 | |
Affiliated entity | Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | Convertible promissory notes | PPA IIIa | ||
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | 20,801 | |
Current portion of debt | 20,801 | |
Long-term portion of debt | 0 | |
Total | 20,801 | |
Affiliated entity | Term Loan due September 2028, Non-Recourse | Term loan | ||
Related Party Transaction [Line Items] | ||
Unpaid Principal Balance | 38,337 | |
Current portion of debt | 3,882 | |
Long-term portion of debt | 31,088 | |
Total | $ 34,970 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Rent expense | $ 9,900 | ||
Rent expense | $ 7,800 | $ 6,300 | |
Financing obligations, non-current | $ 459,981 | $ 446,165 | |
Lease not yet commenced, term of contract | 3 years | ||
Total plant space (in square feet) | ft² | 370,601 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 9 years |
Leases - Operating and Financin
Leases - Operating and Financing Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Assets and Liabilities, Lessee: | |||
Operating lease right-of-use assets, net | $ 35,621 | $ 28,121 | $ 0 |
Finance lease right-of-use assets, net | 334 | ||
Total | 35,955 | ||
Operating lease liabilities | 7,899 | 5,535 | 0 |
Financing lease liabilities | 74 | ||
Total current lease liabilities | 7,973 | ||
Operating lease liabilities | 41,849 | $ 34,240 | $ 0 |
Financing lease liabilities | 267 | ||
Total non-current lease liabilities | 42,116 | ||
Total lease liabilities | $ 50,089 |
Leases - Costs (Details)
Leases - Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease costs | $ 9,804 |
Amortization of financing lease right-of-use assets | 51 |
Interest expense for financing lease liabilities | 16 |
Total financing lease costs | 67 |
Short-term lease costs | 613 |
Total lease costs | $ 10,484 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details) | Dec. 31, 2020 |
Remaining lease term (years): | |
Operating leases | 6 years 8 months 12 days |
Finance leases | 4 years 2 months 12 days |
Discount rate: | |
Operating leases | 8.70% |
Finance leases | 7.00% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | |
2021 | $ 11,388 |
2022 | 8,211 |
2023 | 8,292 |
2024 | 8,472 |
2025 | 8,330 |
Thereafter | 19,863 |
Total minimum lease payments | 64,556 |
Less: amounts representing interest or imputed interest | (14,808) |
Present value of lease liabilities | 49,748 |
Finance Leases | |
2021 | 95 |
2022 | 95 |
2023 | 90 |
2024 | 84 |
2025 | 28 |
Thereafter | 0 |
Total minimum lease payments | 392 |
Less: amounts representing interest or imputed interest | (51) |
Present value of lease liabilities | 341 |
Financing lease liabilities | (74) |
Financing lease liabilities | 267 |
Operating leases, lease not yet commenced, future payments | 5,200 |
PPA Entities | |
Operating Leases | |
2021 | 43,176 |
2022 | 44,258 |
2023 | 45,345 |
2024 | 46,590 |
2025 | 47,612 |
Thereafter | 264,207 |
Total minimum lease payments | 491,188 |
Finance Leases | |
2021 | 40,589 |
2022 | 41,584 |
2023 | 42,526 |
2024 | 40,429 |
2025 | 39,379 |
Thereafter | 87,623 |
Total minimum lease payments | 292,130 |
Less: amounts representing interest or imputed interest | (172,860) |
Present value of lease liabilities | 119,270 |
Financing lease liabilities | (12,745) |
Financing lease liabilities | $ 106,525 |
Leases - Future Minimum Lease_2
Leases - Future Minimum Lease Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 7,250 |
2021 | 5,495 |
2022 | 4,168 |
2023 | 4,230 |
2024 | 4,357 |
Thereafter | 17,913 |
Total lease payments | $ 43,413 |
Leases - Financial Obligations
Leases - Financial Obligations and Sublease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Finance Leases | |
2021 | $ 95 |
2022 | 95 |
2023 | 90 |
2024 | 84 |
2025 | 28 |
Thereafter | 0 |
Total minimum lease payments | 392 |
Less: amounts representing interest or imputed interest | (51) |
Present value of lease liabilities | 341 |
Financing lease liabilities | (74) |
Financing lease liabilities | 267 |
PPA Entities | |
Finance Leases | |
2021 | 40,589 |
2022 | 41,584 |
2023 | 42,526 |
2024 | 40,429 |
2025 | 39,379 |
Thereafter | 87,623 |
Total minimum lease payments | 292,130 |
Less: amounts representing interest or imputed interest | (172,860) |
Present value of lease liabilities | 119,270 |
Financing lease liabilities | (12,745) |
Financing lease liabilities | 106,525 |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
2021 | (40,589) |
2022 | (41,584) |
2023 | (42,526) |
2024 | (40,429) |
2025 | (39,379) |
Thereafter | (87,623) |
Total lease payments | $ (292,130) |
Leases - Sales-Type Leases (Det
Leases - Sales-Type Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Net Investment in Lease [Abstract] | |
Sales-type Lease, Lease Receivable | $ 49,806 |
Sales-type Lease, Unguaranteed Residual Asset | 890 |
Sales-type Lease, Net Investment in Lease | 50,696 |
Net Investment in Lease, Current | (5,428) |
Net Investment in Lease, Noncurrent | 45,268 |
Sales-type and Direct Financing Leases, Lease Receivable, Fiscal Year Maturity [Abstract] | |
2021 | 5,796 |
2022 | 6,110 |
2023 | 6,435 |
2024 | 6,797 |
2025 | 7,125 |
Thereafter | 19,176 |
Total undiscounted cash flows | 51,439 |
Less: imputed interest | (1,582) |
Present value of lease payments | 49,857 |
Lease receivable, current portion | 5,400 |
Lease receivable, long-term portion | 44,400 |
Current estimated credit losses | $ 100 |
Leases - Customer Financing Lea
Leases - Customer Financing Leases Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Total minimum lease payments to be received | $ 76,886 | ||
Less: Amounts representing estimated executory costs | (19,931) | ||
Net present value of minimum lease payments to be received | 56,955 | ||
Estimated residual value of leased assets | 890 | ||
Less: Unearned income | (1,990) | ||
Net investment in sales-type financing leases | 55,855 | ||
Less: Current portion | [1] | $ (5,428) | (5,108) |
Non-current portion of net investment in sales-type leases | [1] | $ 45,268 | $ 50,747 |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 13 - P ortfolio Financing s ). |
Leases - Future Scheduled Custo
Leases - Future Scheduled Customer Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract] | |
2020 | $ 5,108 |
2021 | 5,428 |
2022 | 5,784 |
2023 | 6,155 |
2024 | 6,567 |
Thereafter | $ 25,923 |