(Mark One)
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|
þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the year ended: December 31, 2019
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________to ____________
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Delaware
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77-0565408
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(Sate or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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|
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4353 North First Street, San Jose, California
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95134
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(Address of principal executive offices)
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(Zip Code)
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(408) 543-1500
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(Registrant’s telephone number, including area code)
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Page
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Part I
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Part II
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Consolidated Statements of Convertible Redeemable Preferred Stock, Redeemable Noncontrolling Interest, Stockholders' Deficit and Noncontrolling Interest
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|
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Part III
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Part IV
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Nine Months Ended September 30,
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Year Ended December 31,
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||||||||
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2019
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2018
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2017
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||||||
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Restatement Impact
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Restatement Impact
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Revision Impact
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||||||
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||||||||||
Total revenues
|
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$
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(70,156
|
)
|
|
$
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(109,390
|
)
|
|
$
|
(10,373
|
)
|
Gross profit (loss)
|
|
(17,233
|
)
|
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(11,320
|
)
|
|
1,733
|
|
|||
Net loss available to common stockholders (increase)
|
|
(36,793
|
)
|
|
(31,787
|
)
|
|
(13,763
|
)
|
|||
Basic and diluted loss per common share (increase)
|
|
(0.32
|
)
|
|
(0.60
|
)
|
|
(1.34
|
)
|
•
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Our first commercial deployment: 400 kilowatt deployment for a major internet company in August 2008;
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•
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Our first deployment under a PPA financing: Completion of the first deployment that was financed pursuant to a PPA in October 2010;
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•
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The largest commercial customer deployment of fuel cell technology in the United States: 10 megawatt deployment at a major consumer technology company’s data center completed in December 2012;
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•
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The first large scale deployment of fuel cell technology to provide mission critical, primary power to a data center, without traditional backup power from diesel generators, batteries and UPS systems: 9.8 megawatt deployment in Utah in two phases completed in September 2013 and March 2015;
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•
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The largest utility scale deployment of fuel cell technology in the United States: 30 megawatt deployment in Delaware for Delmarva completed in November 2013;
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•
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The first international deployments: First site deployed in Japan to provide uninterruptible power completed in June 2013; first site deployed in India in the second quarter of 2016; first site deployed in South Korea and first Power Tower deployment in the fourth quarter of 2018; and
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•
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Major cumulative deployment milestones: Cumulative deployment of 50 megawatts by September 2012, cumulative deployment of 100 megawatts by September 2013, cumulative deployment of 200 megawatts by June 2016, cumulative deployment of 300 megawatts by March 2018, 85th microgrid installed in May 2019, and cumulative deployment of 380 megawatts by December 2019.
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•
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Intermittent solar power. Solar power is intermittent and best suited for addressing peak power requirements, while Bloom provides stable base load generation. Storage technology is intended to address the intermittency of solar power, but the low power density and efficiency of solar technology makes the combined solution impractical for most commercial and industrial customers. As a point of comparison, our Energy Servers provide the same power output in 1/125th of the footprint of a solar installation, allowing us to serve far more of a customer’s energy requirements based on a customer’s available space.
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•
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Intermittent wind power. Power from wind turbines is intermittent, similar to solar power. Typically wind power is deployed for utility-side, grid-scale applications in remote locations but not as a customer-side, distributed power alternative due to prohibitive space requirements and permitting issues. Remote wind farms feeding into the grid are dependent upon the vulnerable transmission and distribution infrastructure to transport power to the point of consumption.
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•
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Traditional co-generation systems. These systems deliver a combination of electric power and heat. We believe that we compete favorably because of our superior electrical efficiencies, significantly less complex deployment (avoiding heating systems integration), better performance on emissions and noise, superior availability, aesthetic appeal and reliability.
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•
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Traditional backup equipment. As our Energy Servers deliver always-on power, they can obviate the need for traditional backup equipment such as diesel generators. We generally compete by offering a better integrated, more reliable and cost-effective solution versus these grid-plus-backup systems.
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•
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Other commercially available fuel cells. Basic fuel cell technology is over 100 years old. The Bloom Energy Server uses advanced solid oxide fuel cell technology which produces electricity directly from oxidizing a fuel. The solid oxide fuel cell that we compete against has a solid oxide or ceramic electrolyte. The advantages of our technology include higher efficiency, long-term stability, elimination of the need for an external fuel reformer, ability to use biogas or natural gas as a fuel, low emissions and relatively low cost. There are a variety of fuel cell technologies, characterized by their electrolyte material, including:
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•
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The expansion or construction of any manufacturing facilities will be subject to the risks inherent in the development and construction of new facilities, including risks of delays and cost overruns as a result of factors outside our control such as delays in government approvals, burdensome permitting conditions, and delays in the delivery of manufacturing equipment and subsystems that we manufacture or obtain from suppliers.
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•
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In order for us to expand internationally, we have entered into joint venture agreements that have allowed us to add manufacturing capability outside of the United States. Adding manufacturing capacity in any international location will subject us to new laws and regulations including those pertaining to labor and employment, environmental and export import. In addition, it brings with it the risk of managing larger scale foreign operations.
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•
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We may be unable to achieve the production throughput necessary to achieve our target annualized production run rate at our current and future manufacturing facilities.
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•
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Manufacturing equipment may take longer and cost more to engineer and build than expected, and may not operate as required to meet our production plans.
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•
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We may depend on third-party relationships in the development and operation of additional production capacity, which may subject us to the risk that such third parties do not fulfill their obligations to us under our arrangements with them.
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•
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We may be unable to attract or retain qualified personnel.
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•
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the 30% ITC credit was reinstated retroactive to January 1, 2017;
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•
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installations that commence construction before January 1, 2020 are eligible for a 30% credit;
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•
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installations that commence construction in 2020 are eligible for a 26% credit;
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•
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installations that commence construction in 2021 are eligible for a 22% credit; and
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•
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installations have to be placed in service by January 1, 2024 or the installations become ineligible for the credit.
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•
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cease selling or using our products that incorporate the challenged intellectual property;
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•
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pay substantial damages (including treble damages and attorneys’ fees if our infringement is determined to be willful);
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•
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obtain a license from the holder of the intellectual property right, which may not be available on reasonable terms or at all; or
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•
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redesign our products or means of production, which may not be possible or cost-effective.
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•
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growing our sales volume;
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•
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increasing sales to existing customers and attracting new customers;
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•
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expanding into new geographical markets and industry market sectors;
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•
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attracting and retaining financing partners who are willing to provide financing for sales on a timely basis and with attractive terms;
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•
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continuing to improve the useful life of our fuel cell technology and reducing our warranty servicing costs;
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•
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reducing the cost of producing our Energy Servers;
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•
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improving the efficiency and predictability of our installation process;
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•
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improving the effectiveness of our sales and marketing activities;
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•
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attracting and retaining key talent in a competitive marketplace; and
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•
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the amount of stock-based compensation recognized in the period.
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•
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the timing of installations, which may depend on many factors such as availability of inventory, product quality or performance issues, or local permitting requirements, utility requirements, environmental, health, and safety requirements, weather, and customer facility construction schedules;
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•
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size of particular installations and number of sites involved in any particular quarter;
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•
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the mix in the type of purchase or financing options used by customers in a period, the geographical mix of customer sales, and the rates of return required by financing parties in such period;
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•
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whether we are able to structure our sales agreements in a manner that would allow for the product and installation revenue to be recognized upfront at acceptance;
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•
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delays or cancellations of Energy Server installations;
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•
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fluctuations in our service costs, particularly due to unexpected costs of servicing and maintaining Energy Servers;
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•
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weaker than anticipated demand for our Energy Servers due to changes in government incentives and policies or due to other conditions;
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•
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fluctuations in our research and development expense, including periodic increases associated with the pre-production qualification of additional tools as we expand our production capacity;
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•
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interruptions in our supply chain;
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•
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the length of the sales and installation cycle for a particular customer;
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•
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the timing and level of additional purchases by existing customers;
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•
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unanticipated expenses or installation delays associated with changes in governmental regulations, permitting requirements by local authorities at particular sites, utility requirements and environmental, health, and safety requirements;
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•
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disruptions in our sales, production, service or other business activities resulting from disagreements with our labor force or our inability to attract and retain qualified personnel; and
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•
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unanticipated changes in federal, state, local, or foreign government incentive programs available for us, our customers, and tax equity financing parties.
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•
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our limited operating history at a large scale;
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•
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the size of our debt obligations;
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•
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our lack of profitability;
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•
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unfamiliarity with or uncertainty about our Energy Servers and the overall perception of the distributed generation market;
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•
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prices for electricity or natural gas in particular markets;
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•
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competition from alternate sources of energy;
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•
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warranty or unanticipated service issues we may experience;
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•
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the environmental consciousness and perceived value of environmental programs to our customers;
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•
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the size of our expansion plans in comparison to our existing capital base and the scope and history of operations;
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•
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the availability and amount of tax incentives, credits, subsidies or other incentive programs; and
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•
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the other factors set forth in this “Risk Factors” section.
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•
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borrow money;
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•
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pay dividends or make other distributions;
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•
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incur liens;
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•
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make asset dispositions;
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•
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make loans or investments;
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•
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issue or sell share capital of our subsidiaries;
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•
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issue guaranties;
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•
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enter into transactions with affiliates;
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•
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merge, consolidate or sell, lease or transfer all or substantially all of our assets;
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•
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require us to dedicate a substantial portion of cash flow from operations to the payment of principal and interest on indebtedness, thereby reducing the funds available for other purposes such as working capital and capital expenditures;
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•
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make it more difficult for us to satisfy and comply with our obligations with respect to our indebtedness;
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•
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subject us to increased sensitivity to interest rate increases;
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•
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make us more vulnerable to economic downturns, adverse industry conditions, or catastrophic external events;
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•
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limit our ability to withstand competitive pressures;
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•
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limit our ability to invest in new business subsidiaries that are not PPA Entity-related;
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•
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reduce our flexibility in planning for or responding to changing business, industry, and economic conditions; and/or
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•
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place us at a competitive disadvantage to competitors that have relatively less debt than we have.
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•
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conformity with applicable business customs, including translation into foreign languages and associated expenses;
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•
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lack of availability of government incentives and subsidies;
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•
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challenges in arranging, and availability of, financing for our customers;
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•
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potential changes to our established business model;
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•
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cost of alternative power sources, which could be meaningfully lower outside the United States;
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•
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availability and cost of natural gas;
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•
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difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;
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•
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installation challenges which we have not encountered before which may require the development of a unique model for each country;
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•
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compliance with multiple, potentially conflicting and changing governmental laws, regulations, and permitting processes including environmental, banking, employment, tax, privacy, and data protection laws and regulations such as the EU Data Privacy Directive;
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•
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compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act;
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•
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difficulties in collecting payments in foreign currencies and associated foreign currency exposure;
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•
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restrictions on repatriation of earnings;
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•
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compliance with potentially conflicting and changing laws of taxing jurisdictions where we conduct business and compliance with applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and
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•
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regional economic and political conditions.
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•
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overall performance of the equity markets;
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•
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actual or anticipated fluctuations in our revenue and other operating results;
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•
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changes in the financial projections we may provide to the public or our failure to meet these projections;
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•
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failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company or our failure to meet these estimates or the expectations of investors;
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•
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the issuance of reports from short sellers that may negatively impact the trading price of our Class A common stock;
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•
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recruitment or departure of key personnel;
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•
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the economy as a whole and market conditions in our industry;
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•
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new laws, regulations, subsidies, or credits or new interpretations of them applicable to our business;
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•
|
negative publicity related to problems in our manufacturing or the real or perceived quality of our products;
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•
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rumors and market speculation involving us or other companies in our industry;
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•
|
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, or capital commitments;
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•
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lawsuits threatened or filed against us;
|
•
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other events or factors including those resulting from war, incidents of terrorism or responses to these events;
|
•
|
the expiration of contractual lock-up or market standoff agreements; and
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•
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sales or anticipated sales of shares of our Class A common stock by us or our stockholders.
|
•
|
require that our board of directors is classified into three classes of directors with staggered three year terms;
|
•
|
permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;
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•
|
require super-majority voting to amend some provisions in our restated certificate of incorporation and amended and restated bylaws;
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•
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authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
|
•
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only the chairman of our board of directors, our chief executive officer, or a majority of our board of directors are authorized to call a special meeting of stockholders;
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•
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prohibit stockholder action by written consent, which thereby requires all stockholder actions be taken at a meeting of our stockholders;
|
•
|
establish a dual class common stock structure in which holders of our Class B common stock may have the ability to control the outcome of matters requiring stockholder approval even if they own significantly less than a majority of the outstanding shares of our common stock, including the election of directors and significant corporate transactions such
|
•
|
expressly authorize the board of directors to make, alter, or repeal our bylaws; and
|
•
|
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
|
Facility
|
Location
|
Approximate Square Footage
|
Held
|
Lease Term
|
|
|
|
|
|
|
|
Corporate headquarters1
|
San Jose, CA
|
181,000
|
|
Leased
|
2028
|
Manufacturing
|
Sunnyvale, CA
|
192.975
|
|
Leased
|
2020
|
Manufacturing
|
Mountain View, CA
|
88,290
|
|
Leased
|
*
|
Manufacturing
|
Newark, DE
|
148,809
|
|
Leased
|
**
|
Manufacturing2
|
Newark, DE
|
75,609
|
|
Owned
|
n/a
|
|
|
Years Ended December 31,
|
||||||||||||||
|
|
2019 1
|
|
2018
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
As Restated2
|
|
As Revised2
|
||||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||
Total revenue
|
|
$
|
785,177
|
|
|
$
|
632,648
|
|
|
$
|
365,623
|
|
|
$
|
206,391
|
|
Total cost of revenue
|
|
687,590
|
|
|
526,898
|
|
|
381,934
|
|
|
309,025
|
|
||||
Gross profit (loss)
|
|
97,587
|
|
|
105,750
|
|
|
(16,311
|
)
|
|
(102,634
|
)
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
104,168
|
|
|
89,135
|
|
|
51,146
|
|
|
46,849
|
|
||||
Sales and marketing
|
|
73,573
|
|
|
62,807
|
|
|
31,926
|
|
|
28,547
|
|
||||
General and administrative
|
|
152,650
|
|
|
118,817
|
|
|
55,689
|
|
|
61,544
|
|
||||
Total operating expenses
|
|
330,391
|
|
|
270,759
|
|
|
138,761
|
|
|
136,940
|
|
||||
Loss from operations
|
|
$
|
(232,804
|
)
|
|
$
|
(165,009
|
)
|
|
$
|
(155,072
|
)
|
|
$
|
(239,574
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(304,414
|
)
|
|
$
|
(273,540
|
)
|
|
$
|
(276,362
|
)
|
|
$
|
(285,843
|
)
|
less: deemed dividend to noncontrolling interest
|
|
(2,454
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss available to Class A and Class B common stockholders
|
|
$
|
(306,868
|
)
|
|
$
|
(273,540
|
)
|
|
$
|
(276,362
|
)
|
|
$
|
(285,843
|
)
|
Net loss per share available to Class A and Class B common stockholders, basic and diluted
|
|
$
|
(2.67
|
)
|
|
$
|
(5.14
|
)
|
|
$
|
(26.97
|
)
|
|
$
|
(28.45
|
)
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||||||
|
|
2019 1
|
|
2018
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
As Restated2
|
|
As Revised2
|
||||||||||
|
|
(in thousands)
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
202,823
|
|
|
$
|
220,728
|
|
|
$
|
103,828
|
|
|
$
|
156,577
|
|
Working capital (deficit)
|
|
(101,256
|
)
|
|
406,632
|
|
|
143,240
|
|
|
111,824
|
|
||||
Total assets
|
|
1,322,591
|
|
|
1,521,794
|
|
|
1,248,813
|
|
|
1,214,336
|
|
||||
Long-term portion of debt
|
|
299,229
|
|
|
711,433
|
|
|
921,205
|
|
|
773,346
|
|
||||
Total liabilities
|
|
1,490,451
|
|
|
1,482,033
|
|
|
1,769,367
|
|
|
1,479,602
|
|
||||
Convertible redeemable preferred stock 3
|
|
—
|
|
|
—
|
|
|
1,465,841
|
|
|
1,465,841
|
|
||||
Redeemable noncontrolling interest and noncontrolling interest
|
|
91,734
|
|
|
182,371
|
|
|
213,526
|
|
|
234,988
|
|
||||
Stockholders’ deficit
|
|
(259,594
|
)
|
|
(142,610
|
)
|
|
(2,199,921
|
)
|
|
(1,966,095
|
)
|
||||
|
|
|
|
|
Years Ended
December 31, |
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||
|
|
(in 100 kilowatt systems)
|
||||||||||
Product accepted during the period
|
|
1,194
|
|
|
809
|
|
|
622
|
|
|
687
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
Dec. 31,
2019 |
|
Sept. 30,
2019 |
|
Jun. 30,
2019 |
|
Mar. 31,
2019 |
|
Dec. 31,
2018
|
|
Sept. 30,
2018 |
|
Jun. 30,
2018 |
|
Mar. 31,
2018 |
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Product costs of product accepted in the period (per kilowatt)
|
|
$
|
2,592
|
|
|
$
|
2,850
|
|
|
$
|
3,045
|
|
|
$
|
3,206
|
|
|
$
|
2,995
|
|
|
$
|
3,351
|
|
|
$
|
3,485
|
|
|
$
|
3,855
|
|
Period costs of manufacturing related expenses not included in product costs
|
|
4,762
|
|
|
1,969
|
|
|
3,321
|
|
|
6,937
|
|
|
4,191
|
|
|
6,300
|
|
|
3,018
|
|
|
10,785
|
|
||||||||
Installation costs on product accepted in the period (per kilowatt)
|
|
568
|
|
|
733
|
|
|
627
|
|
|
676
|
|
|
653
|
|
|
1,713
|
|
|
1,967
|
|
|
526
|
|
•
|
designing, manufacturing, and installing the Energy Servers, and selling such Energy Servers to the Operating Company,
|
•
|
obtaining all necessary permits and other governmental approvals necessary for the installation and operation of the Bloom Energy Servers, and maintaining such permits and approvals throughout the term of the EPC and O&M Agreements,
|
•
|
operating and maintaining the Bloom Energy Servers in compliance with all applicable laws, permits and regulations,
|
•
|
satisfying the efficiency and output warranties set forth in such EPC and O&M Agreements and the PPAs ("performance warranties"), and
|
•
|
complying with any specific requirements contained in the PPAs with individual end-customers.
|
•
|
Product accepted - the number of customer acceptances of our Energy Servers in any period. We recognize revenue when an acceptance is achieved. We use this metric to measure the volume of deployment activity. We measure each Energy Server manufactured, shipped and accepted in terms of 100 kilowatt equivalents.
|
•
|
Billings for product accepted in the period - the total contracted dollar amount of the product component of all Energy Servers that are accepted in a period. We use this metric to gauge the dollar value of the product acceptances and to evaluate the change in dollar amount of acceptances between periods.
|
•
|
Billings for installation on product accepted in the period - the total contracted dollar amount billable with respect to the installation component of all Energy Servers that are accepted. We use this metric to gauge the dollar value of the installations of our product acceptances and to evaluate the change in dollar value associated with the installation of our product acceptances between periods.
|
•
|
Billings for annual maintenance service agreements - the dollar amount billable for one-year service contracts that have been initiated or renewed. We use this metric to measure the cumulative billings for all service contracts in any given period. As our installation base grows, we expect our billings for annual maintenance service agreements to grow, as well.
|
•
|
Product costs of product accepted in the period (per kilowatt) - the average unit product cost for the Energy Servers that are accepted in a period. We use this metric to provide insight into the trajectory of product costs and, in particular, the effectiveness of cost reduction activities.
|
•
|
Period costs of manufacturing expenses not included in product costs - the manufacturing and related operating costs that are incurred to procure parts and manufacture Energy Servers that are not included as part of product costs. We use this metric to measure any costs incurred to run our manufacturing operations that are not capitalized (i.e., absorbed, such as stock-based compensation) into inventory and therefore, expensed to our consolidated statement of operations in the period that they are incurred.
|
•
|
Installation costs on product accepted (per kilowatt) - the average unit installation cost for Energy Servers that are accepted in a given period. This metric is used to provide insight into the trajectory of install costs and, in particular, to evaluate whether our installation costs are in line with our installation billings.
|
|
|
Years Ended
December 31, |
|
Change
|
||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||
Product accepted during the period
(in 100 kilowatt systems)
|
|
1,194
|
|
|
809
|
|
|
385
|
|
|
47.6
|
%
|
|
|
Years Ended
December 31, |
||||
|
|
2019
|
|
2018
|
||
|
|
|
|
|
||
Direct Purchase (including Third Party PPAs and International Channels)
|
|
93
|
%
|
|
89
|
%
|
Traditional Lease
|
|
—
|
%
|
|
1
|
%
|
Managed Services
|
|
7
|
%
|
|
10
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended
December 31, |
||||
|
|
2019
|
|
2018
|
||
|
|
|
|
|
||
Direct Purchase (including Third Party PPAs and International Channels)
|
|
85
|
%
|
|
79
|
%
|
Traditional Lease
|
|
1
|
%
|
|
2
|
%
|
Managed Services
|
|
5
|
%
|
|
5
|
%
|
Bloom Electrons
|
|
9
|
%
|
|
14
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Billings for product accepted in the period
|
|
$
|
681,034
|
|
|
$
|
458,290
|
|
|
$
|
222,744
|
|
|
48.6
|
%
|
Billings for installation on product accepted in the period
|
|
61,270
|
|
|
78,927
|
|
|
(17,657
|
)
|
|
(22.4
|
)%
|
|||
Billings for annual maintenance services agreements
|
|
76,852
|
|
|
82,881
|
|
|
(6,029
|
)
|
|
(7.3
|
)%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Product costs of product accepted in the period
|
|
$2,881/kW
|
|
$3,372/kW
|
|
$(491)/kW
|
|
(14.6
|
)%
|
Period costs of manufacturing related expenses not included in product costs (in thousands)
|
|
$16,989
|
|
$24,294
|
|
$(7,305)
|
|
(30.1
|
)%
|
Installation costs on product accepted in the period
|
|
$644/kW
|
|
$1,189/kW
|
|
$(545)/kW
|
|
(45.8
|
)%
|
|
|
Years Ended
December 31, |
|
Change
|
||||||||
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||
Product accepted during the period
(in 100 kilowatt systems) |
|
809
|
|
|
622
|
|
|
187
|
|
|
30.1
|
%
|
|
|
Years Ended
December 31, |
||||
|
|
2018
|
|
2017
|
||
|
|
|
|
|
||
Direct Purchase (including Third Party PPAs and International Channels)
|
|
89
|
%
|
|
72
|
%
|
Traditional Lease
|
|
1
|
%
|
|
6
|
%
|
Managed Services
|
|
10
|
%
|
|
22
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended December 31,
|
||||
|
|
2018
|
|
2017
|
||
|
|
|
|
|
||
Direct Purchase (including Third Party PPAs and International Channels)
|
|
79
|
%
|
|
63
|
%
|
Traditional Lease
|
|
2
|
%
|
|
7
|
%
|
Managed Services
|
|
5
|
%
|
|
6
|
%
|
Bloom Electrons
|
|
14
|
%
|
|
24
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Billings for product accepted in the period
|
|
$
|
458,290
|
|
|
$
|
248,102
|
|
|
$
|
210,188
|
|
|
84.7
|
%
|
Billings for installation on product accepted in the period
|
|
78,927
|
|
|
96,452
|
|
|
(17,525
|
)
|
|
(18.2
|
)%
|
|||
Billings for annual maintenance services agreements
|
|
82,881
|
|
|
79,881
|
|
|
3,000
|
|
|
3.8
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Product costs of product accepted in the period
|
|
$3,372/kW
|
|
$3,292/kW
|
|
$80/kW
|
|
2.4
|
%
|
Period costs of manufacturing related expenses not included in product costs (in thousands)
|
|
$24,294
|
|
$32,437
|
|
$(8,143)
|
|
(25.1
|
)%
|
Installation costs on product accepted in the period
|
|
$1,189/kW
|
|
$1,271/kW
|
|
$(82)/kW
|
|
(6.5
|
)%
|
•
|
Persuasive evidence of an arrangement exists. We rely upon non-cancelable sales agreements and purchase orders to determine the existence of an arrangement.
|
•
|
Delivery and acceptance has occurred. We use shipping documents and confirmation from our installations team that the deployed systems are running at full power as defined in each contract to verify delivery and acceptance.
|
•
|
The fee is fixed or determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction.
|
•
|
Collectability is reasonably assured. We assess collectability based on the customer’s credit analysis and payment history.
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
As Restated
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Product
|
|
$
|
557,336
|
|
|
$
|
400,638
|
|
|
$
|
156,698
|
|
|
39.1
|
%
|
Installation
|
|
60,826
|
|
|
68,195
|
|
|
(7,369
|
)
|
|
(10.8
|
)%
|
|||
Service
|
|
95,786
|
|
|
83,267
|
|
|
12,519
|
|
|
15.0
|
%
|
|||
Electricity
|
|
71,229
|
|
|
80,548
|
|
|
(9,319
|
)
|
|
(11.6
|
)%
|
|||
Total revenue
|
|
$
|
785,177
|
|
|
$
|
632,648
|
|
|
$
|
152,529
|
|
|
24.1
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
As Restated
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|||||||
Product
|
|
$
|
435,479
|
|
|
$
|
281,275
|
|
|
$
|
154,204
|
|
|
54.8
|
%
|
Installation
|
|
76,487
|
|
|
95,306
|
|
|
(18,819
|
)
|
|
(19.7
|
)%
|
|||
Service
|
|
100,238
|
|
|
100,689
|
|
|
(451
|
)
|
|
(0.4
|
)%
|
|||
Electricity
|
|
75,386
|
|
|
49,628
|
|
|
25,758
|
|
|
51.9
|
%
|
|||
Total cost of revenue
|
|
$
|
687,590
|
|
|
$
|
526,898
|
|
|
$
|
160,692
|
|
|
30.5
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
||||||||
|
|
2019
|
|
2018
|
|
|||||||
|
|
|
|
As Restated
|
|
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Gross Profit:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
121,857
|
|
|
$
|
119,363
|
|
|
$
|
2,494
|
|
Installation
|
|
(15,661
|
)
|
|
(27,111
|
)
|
|
11,450
|
|
|||
Service
|
|
(4,452
|
)
|
|
(17,422
|
)
|
|
12,970
|
|
|||
Electricity
|
|
(4,157
|
)
|
|
30,920
|
|
|
(35,077
|
)
|
|||
Total Gross Profit
|
|
$
|
97,587
|
|
|
$
|
105,750
|
|
|
$
|
(8,163
|
)
|
|
|
|
|
|
|
|
||||||
Gross Margin:
|
|
|
|
|
|
|
||||||
Product
|
|
22
|
%
|
|
30
|
%
|
|
|
|
|||
Installation
|
|
(26
|
)%
|
|
(40
|
)%
|
|
|
|
|||
Service
|
|
(5
|
)%
|
|
(21
|
)%
|
|
|
|
|||
Electricity
|
|
(6
|
)%
|
|
38
|
%
|
|
|
|
|||
Total Gross Margin
|
|
12
|
%
|
|
17
|
%
|
|
|
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
As Restated
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Research and development
|
|
$
|
104,168
|
|
|
$
|
89,135
|
|
|
$
|
15,033
|
|
|
16.9
|
%
|
Sales and marketing
|
|
73,573
|
|
|
62,807
|
|
|
10,766
|
|
|
17.1
|
%
|
|||
General and administrative
|
|
152,650
|
|
|
118,817
|
|
|
33,833
|
|
|
28.5
|
%
|
|||
Total operating expenses
|
|
$
|
330,391
|
|
|
$
|
270,759
|
|
|
$
|
59,632
|
|
|
22.0
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
As Restated
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue
|
|
$
|
45,429
|
|
|
$
|
29,680
|
|
|
$
|
15,749
|
|
|
53.1
|
%
|
Research and development
|
|
40,949
|
|
|
39,029
|
|
|
1,920
|
|
|
4.9
|
%
|
|||
Sales and marketing
|
|
32,478
|
|
|
32,284
|
|
|
194
|
|
|
0.6
|
%
|
|||
General and administrative
|
|
77,435
|
|
|
67,489
|
|
|
9,946
|
|
|
14.7
|
%
|
|||
Total stock-based compensation
|
|
$
|
196,291
|
|
|
$
|
168,482
|
|
|
$
|
27,809
|
|
|
16.5
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
||||||||
|
|
2019
|
|
2018
|
|
|||||||
|
|
|
|
As Restated
|
|
|
||||||
|
|
(in thousands)
|
||||||||||
Interest income
|
|
$
|
5,661
|
|
|
$
|
4,322
|
|
|
$
|
1,339
|
|
Interest expense
|
|
(87,480
|
)
|
|
(97,021
|
)
|
|
9,541
|
|
|||
Interest expense, related parties
|
|
(6,756
|
)
|
|
(8,893
|
)
|
|
2,137
|
|
|||
Other income (expense), net
|
|
706
|
|
|
(999
|
)
|
|
1,705
|
|
|||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
(2,160
|
)
|
|
(22,139
|
)
|
|
19,979
|
|
|||
Total
|
|
$
|
(90,029
|
)
|
|
$
|
(124,730
|
)
|
|
$
|
34,701
|
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Income tax provision
|
|
$
|
633
|
|
|
$
|
1,537
|
|
|
$
|
(904
|
)
|
|
(58.8
|
)%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Less: net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
$
|
(19,052
|
)
|
|
$
|
(17,736
|
)
|
|
$
|
(1,316
|
)
|
|
(7.4
|
)%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
As Restated
|
|
As Revised
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Product
|
|
$
|
400,638
|
|
|
$
|
157,192
|
|
|
$
|
243,446
|
|
|
154.9
|
%
|
Installation
|
|
68,195
|
|
|
57,937
|
|
|
10,258
|
|
|
17.7
|
%
|
|||
Service
|
|
83,267
|
|
|
74,892
|
|
|
8,375
|
|
|
11.2
|
%
|
|||
Electricity
|
|
80,548
|
|
|
75,602
|
|
|
4,946
|
|
|
6.5
|
%
|
|||
Total revenue
|
|
$
|
632,648
|
|
|
$
|
365,623
|
|
|
$
|
267,025
|
|
|
73.0
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
As Restated
|
|
As Revised
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|||||||
Product
|
|
$
|
281,275
|
|
|
$
|
192,361
|
|
|
$
|
88,914
|
|
|
46.2
|
%
|
Installation
|
|
95,306
|
|
|
54,970
|
|
|
40,336
|
|
|
73.4
|
%
|
|||
Service
|
|
100,689
|
|
|
85,128
|
|
|
15,561
|
|
|
18.3
|
%
|
|||
Electricity
|
|
49,628
|
|
|
49,475
|
|
|
153
|
|
|
0.3
|
%
|
|||
Total cost of revenue
|
|
$
|
526,898
|
|
|
$
|
381,934
|
|
|
$
|
144,964
|
|
|
38.0
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
||||||||
|
|
2018
|
|
2017
|
|
|||||||
|
|
As Restated
|
|
As Revised
|
|
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Gross Profit (Loss):
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
119,363
|
|
|
$
|
(35,169
|
)
|
|
$
|
154,532
|
|
Installation
|
|
(27,111
|
)
|
|
2,967
|
|
|
(30,078
|
)
|
|||
Service
|
|
(17,422
|
)
|
|
(10,236
|
)
|
|
(7,186
|
)
|
|||
Electricity
|
|
30,920
|
|
|
26,127
|
|
|
4,793
|
|
|||
Total Gross Profit (Loss)
|
|
$
|
105,750
|
|
|
$
|
(16,311
|
)
|
|
$
|
122,061
|
|
|
|
|
|
|
|
|
||||||
Gross Margin
|
|
|
|
|
|
|
||||||
Product
|
|
30
|
%
|
|
(22
|
)%
|
|
|
||||
Installation
|
|
(40
|
)%
|
|
5
|
%
|
|
|
||||
Service
|
|
(21
|
)%
|
|
(14
|
)%
|
|
|
||||
Electricity
|
|
38
|
%
|
|
35
|
%
|
|
|
||||
Total Gross Margin
|
|
17
|
%
|
|
(4
|
)%
|
|
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
As Restated
|
|
As Revised
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Research and development
|
|
$
|
89,135
|
|
|
$
|
51,146
|
|
|
$
|
37,989
|
|
|
74.3
|
%
|
Sales and marketing
|
|
62,807
|
|
|
31,926
|
|
|
30,881
|
|
|
96.7
|
%
|
|||
General and administrative
|
|
118,817
|
|
|
55,689
|
|
|
63,128
|
|
|
113.4
|
%
|
|||
Total operating expenses
|
|
$
|
270,759
|
|
|
$
|
138,761
|
|
|
$
|
131,998
|
|
|
95.1
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
As Restated
|
|
As Revised
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue
|
|
$
|
29,680
|
|
|
$
|
6,355
|
|
|
$
|
23,325
|
|
|
367
|
%
|
Research and development
|
|
39,029
|
|
|
5,560
|
|
|
33,469
|
|
|
602
|
%
|
|||
Sales and marketing
|
|
32,284
|
|
|
4,685
|
|
|
27,599
|
|
|
589
|
%
|
|||
General and administrative
|
|
67,489
|
|
|
12,501
|
|
|
54,988
|
|
|
440
|
%
|
|||
Total stock-based compensation
|
|
$
|
168,482
|
|
|
$
|
29,101
|
|
|
$
|
139,381
|
|
|
479
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
||||||||
|
|
2018
|
|
2017
|
|
|||||||
|
|
As Restated
|
|
As Revised
|
|
|
||||||
|
|
(in thousands)
|
||||||||||
Interest income
|
|
$
|
4,322
|
|
|
$
|
759
|
|
|
$
|
3,563
|
|
Interest expense
|
|
(97,021
|
)
|
|
(112,039
|
)
|
|
15,018
|
|
|||
Interest expense, related parties
|
|
(8,893)
|
|
|
(12,265
|
)
|
|
3,372
|
|
|||
Other expense, net
|
|
(999
|
)
|
|
(491
|
)
|
|
(508
|
)
|
|||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
(22,139
|
)
|
|
(15,284
|
)
|
|
(6,855
|
)
|
|||
Total
|
|
$
|
(124,730
|
)
|
|
$
|
(139,320
|
)
|
|
$
|
14,590
|
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Income tax provision
|
|
$
|
1,537
|
|
|
$
|
636
|
|
|
$
|
901
|
|
|
141.7
|
%
|
|
|
Years Ended
December 31, |
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
$
|
(17,736
|
)
|
|
$
|
(18,666
|
)
|
|
$
|
930
|
|
|
5.0
|
%
|
|
|
Years Ended
December 31, |
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
As Restated
|
|
As Revised
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
163,770
|
|
|
$
|
(91,948
|
)
|
|
$
|
(91,966
|
)
|
Investing activities
|
|
53,447
|
|
|
(125,375
|
)
|
|
(88,247
|
)
|
|||
Financing activities
|
|
(120,314
|
)
|
|
317,196
|
|
|
142,910
|
|
|
|
Years Ended
December 31, |
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
PPA Entities ¹
|
|
|
|
|
||||||||
Net cash provided by PPA operating activities
|
|
$
|
279,402
|
|
|
$
|
30,612
|
|
|
$
|
24,797
|
|
Net cash used in PPA financing activities
|
|
(167,259
|
)
|
|
(38,813
|
)
|
|
(30,525
|
)
|
|||
|
|
|
|
|
|
|
|
|
Unpaid
Principal Balance |
|
Net Carrying Value
|
|
Unused
Borrowing Capacity |
||||||||||||||
|
|
Current
|
|
Long-
Term |
|
Total
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIBOR + 4% term loan due November 2020
|
|
$
|
1,571
|
|
|
$
|
1,536
|
|
|
$
|
—
|
|
|
$
|
1,536
|
|
|
$
|
—
|
|
5% convertible promissory note due December 2020
|
|
33,104
|
|
|
36,482
|
|
|
—
|
|
|
36,482
|
|
|
—
|
|
|||||
6% convertible promissory notes due December 2020
|
|
289,299
|
|
|
273,410
|
|
|
—
|
|
|
273,410
|
|
|
—
|
|
|||||
10% notes due July 2024
|
|
93,000
|
|
|
14,000
|
|
|
75,962
|
|
|
89,962
|
|
|
—
|
|
|||||
Total recourse debt
|
|
416,974
|
|
|
325,428
|
|
|
75,962
|
|
|
401,390
|
|
|
—
|
|
|||||
7.5% term loan due September 2028
|
|
38,338
|
|
|
3,882
|
|
|
31,088
|
|
|
34,970
|
|
|
—
|
|
|||||
6.07% senior secured notes due March 2030
|
|
80,988
|
|
|
3,151
|
|
|
76,865
|
|
|
80,016
|
|
|
—
|
|
|||||
LIBOR + 2.5% term loan due December 2021
|
|
121,784
|
|
|
5,122
|
|
|
115,315
|
|
|
120,437
|
|
|
—
|
|
|||||
Available letters of credit, expires December 2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,220
|
|
|||||
Total non-recourse debt
|
|
241,110
|
|
|
12,155
|
|
|
223,268
|
|
|
235,423
|
|
|
1,220
|
|
|||||
Total debt
|
|
$
|
658,084
|
|
|
$
|
337,583
|
|
|
$
|
299,230
|
|
|
$
|
636,813
|
|
|
$
|
1,220
|
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 Year |
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years |
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Contractual Obligations and Other Commitments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Recourse debt1
|
|
$
|
416,974
|
|
|
$
|
337,974
|
|
|
$
|
34,000
|
|
|
$
|
45,000
|
|
|
$
|
—
|
|
Non-recourse debt2
|
|
241,110
|
|
|
12,155
|
|
|
131,416
|
|
|
20,391
|
|
|
77,148
|
|
|||||
Operating leases
|
|
43,411
|
|
|
7,250
|
|
|
9,662
|
|
|
8,586
|
|
|
17,913
|
|
|||||
Service arrangements
|
|
3,255
|
|
|
1,397
|
|
|
1,858
|
|
|
—
|
|
|
—
|
|
|||||
Financing obligations
|
|
312,862
|
|
|
37,840
|
|
|
78,406
|
|
|
79,024
|
|
|
117,592
|
|
|||||
Natural gas fixed price forward contracts
|
|
6,968
|
|
|
4,052
|
|
|
2,916
|
|
|
—
|
|
|
—
|
|
|||||
Grant for Delaware facility
|
|
10,469
|
|
|
—
|
|
|
10,469
|
|
|
—
|
|
|
—
|
|
|||||
Interest rate swap
|
|
9,130
|
|
|
782
|
|
|
2,384
|
|
|
2,486
|
|
|
3,478
|
|
|||||
Supplier purchase commitments
|
|
2,324
|
|
|
1,225
|
|
|
1,099
|
|
|
—
|
|
|
—
|
|
|||||
Renewable energy credit obligations
|
|
1,109
|
|
|
761
|
|
|
348
|
|
|
—
|
|
|
—
|
|
|||||
Asset retirement obligations
|
|
500
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,048,112
|
|
|
$
|
403,936
|
|
|
$
|
272,558
|
|
|
$
|
155,487
|
|
|
$
|
216,131
|
|
1
|
Our 6% Notes and our credit agreements related to the building of our facility in Newark, Delaware each contain cross-default or cross-acceleration provisions. See “Recourse Debt Facilities” above for more details.
|
2
|
Each of the debt facilities entered into by PPA IIIa, PPA IV and PPA V contain cross-default provisions. See “Non-recourse Debt Facilities” above for more details.
|
Index to Consolidated Financial Statements and Supplementary Data
|
|
|
Page
|
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
As Restated
|
||||
Assets
|
||||||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents1
|
|
$
|
202,823
|
|
|
$
|
220,728
|
|
Restricted cash1
|
|
30,804
|
|
|
28,657
|
|
||
Short-term investments
|
|
—
|
|
|
104,350
|
|
||
Accounts receivable1
|
|
37,828
|
|
|
88,784
|
|
||
Inventories
|
|
109,606
|
|
|
135,265
|
|
||
Deferred cost of revenue
|
|
58,470
|
|
|
43,809
|
|
||
Customer financing receivable1
|
|
5,108
|
|
|
5,594
|
|
||
Prepaid expenses and other current assets1
|
|
28,068
|
|
|
36,747
|
|
||
Total current assets
|
|
472,707
|
|
|
663,934
|
|
||
Property, plant and equipment, net1
|
|
607,059
|
|
|
716,751
|
|
||
Customer financing receivable, non-current1
|
|
50,747
|
|
|
67,082
|
|
||
Restricted cash, non-current1
|
|
143,761
|
|
|
31,100
|
|
||
Deferred cost of revenue, non-current
|
|
6,665
|
|
|
45
|
|
||
Other long-term assets1
|
|
41,652
|
|
|
42,882
|
|
||
Total assets
|
|
$
|
1,322,591
|
|
|
$
|
1,521,794
|
|
Liabilities, Redeemable Noncontrolling Interest, Stockholders’ Deficit and Noncontrolling Interest
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable1
|
|
$
|
55,579
|
|
|
$
|
66,889
|
|
Accrued warranty
|
|
10,333
|
|
|
17,968
|
|
||
Accrued expenses and other current liabilities1
|
|
70,284
|
|
|
66,838
|
|
||
Deferred revenue and customer deposits1
|
|
89,192
|
|
|
67,632
|
|
||
Financing obligations
|
|
10,993
|
|
|
8,128
|
|
||
Current portion of recourse debt
|
|
304,627
|
|
|
8,686
|
|
||
Current portion of non-recourse debt1
|
|
8,273
|
|
|
18,962
|
|
||
Current portion of recourse debt from related parties
|
|
20,801
|
|
|
—
|
|
||
Current portion of non-recourse debt from related parties1
|
|
3,882
|
|
|
2,200
|
|
||
Total current liabilities
|
|
573,964
|
|
|
257,303
|
|
||
Derivative liabilities1
|
|
17,551
|
|
|
14,143
|
|
||
Deferred revenue and customer deposits, net of current portion1
|
|
125,529
|
|
|
87,308
|
|
||
Financing obligations, non-current
|
|
446,165
|
|
|
385,650
|
|
||
Long-term portion of recourse debt
|
|
75,962
|
|
|
360,339
|
|
||
Long-term portion of non-recourse debt1
|
|
192,180
|
|
|
289,241
|
|
||
Long-term portion of recourse debt from related parties
|
|
—
|
|
|
27,734
|
|
||
Long-term portion of non-recourse debt from related parties1
|
|
31,087
|
|
|
34,119
|
|
||
Other long-term liabilities1
|
|
28,013
|
|
|
26,196
|
|
||
Total liabilities
|
|
1,490,451
|
|
|
1,482,033
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
|
443
|
|
|
57,261
|
|
||
Stockholders’ deficit:
|
|
|
|
|
||||
Common stock: $0.0001 par value; Class A shares, 600,000,000 shares authorized at both December 31, 2019 and 2018, and 84,549,511 shares and 20,868,286 shares issued and outstanding at December 31, 2019 and 2018, respectively; Class B shares, 600,000,000 shares authorized at both December 31, 2019 and 2018, and 36,486,778 shares and 88,552,897 shares issued and outstanding at December 31, 2019 and 2018, respectively.
|
|
12
|
|
|
11
|
|
||
Additional paid-in capital
|
|
2,686,759
|
|
|
2,481,352
|
|
||
Accumulated other comprehensive income
|
|
19
|
|
|
131
|
|
||
Accumulated deficit
|
|
(2,946,384
|
)
|
|
(2,624,104
|
)
|
||
Total stockholders’ deficit
|
|
(259,594
|
)
|
|
(142,610
|
)
|
||
Noncontrolling interest
|
|
91,291
|
|
|
125,110
|
|
||
Total liabilities, redeemable noncontrolling interest, stockholders' deficit and noncontrolling interest
|
|
$
|
1,322,591
|
|
|
$
|
1,521,794
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
As Restated
|
|
As Revised
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
557,336
|
|
|
$
|
400,638
|
|
|
$
|
157,192
|
|
Installation
|
|
60,826
|
|
|
68,195
|
|
|
57,937
|
|
|||
Service
|
|
95,786
|
|
|
83,267
|
|
|
74,892
|
|
|||
Electricity
|
|
71,229
|
|
|
80,548
|
|
|
75,602
|
|
|||
Total revenue
|
|
785,177
|
|
|
632,648
|
|
|
365,623
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
435,479
|
|
|
281,275
|
|
|
192,361
|
|
|||
Installation
|
|
76,487
|
|
|
95,306
|
|
|
54,970
|
|
|||
Service
|
|
100,238
|
|
|
100,689
|
|
|
85,128
|
|
|||
Electricity
|
|
75,386
|
|
|
49,628
|
|
|
49,475
|
|
|||
Total cost of revenue
|
|
687,590
|
|
|
526,898
|
|
|
381,934
|
|
|||
Gross profit (loss)
|
|
97,587
|
|
|
105,750
|
|
|
(16,311
|
)
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
104,168
|
|
|
89,135
|
|
|
51,146
|
|
|||
Sales and marketing
|
|
73,573
|
|
|
62,807
|
|
|
31,926
|
|
|||
General and administrative
|
|
152,650
|
|
|
118,817
|
|
|
55,689
|
|
|||
Total operating expenses
|
|
330,391
|
|
|
270,759
|
|
|
138,761
|
|
|||
Loss from operations
|
|
(232,804
|
)
|
|
(165,009
|
)
|
|
(155,072
|
)
|
|||
Interest income
|
|
5,661
|
|
|
4,322
|
|
|
759
|
|
|||
Interest expense
|
|
(87,480
|
)
|
|
(97,021
|
)
|
|
(112,039
|
)
|
|||
Interest expense to related parties
|
|
(6,756
|
)
|
|
(8,893
|
)
|
|
(12,265
|
)
|
|||
Other income (expense), net
|
|
706
|
|
|
(999
|
)
|
|
(491
|
)
|
|||
Gain (loss) on revaluation of warrant liabilities and embedded derivatives
|
|
(2,160
|
)
|
|
(22,139
|
)
|
|
(15,284
|
)
|
|||
Loss before income taxes
|
|
(322,833
|
)
|
|
(289,739
|
)
|
|
(294,392
|
)
|
|||
Income tax provision
|
|
633
|
|
|
1,537
|
|
|
636
|
|
|||
Net loss
|
|
(323,466
|
)
|
|
(291,276
|
)
|
|
(295,028
|
)
|
|||
Less: net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(19,052
|
)
|
|
(17,736
|
)
|
|
(18,666
|
)
|
|||
Net loss attributable to Class A and Class B common stockholders
|
|
(304,414
|
)
|
|
(273,540
|
)
|
|
(276,362
|
)
|
|||
Less: deemed dividend to noncontrolling interest
|
|
(2,454
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss available to Class A and Class B common stockholders
|
|
$
|
(306,868
|
)
|
|
$
|
(273,540
|
)
|
|
$
|
(276,362
|
)
|
Net loss per share available to Class A and Class B common stockholders, basic and diluted
|
|
$
|
(2.67
|
)
|
|
$
|
(5.14
|
)
|
|
$
|
(26.97
|
)
|
Weighted average shares used to compute net loss per share attributable to Class A and Class B common stockholders, basic and diluted
|
|
115,118
|
|
|
53,268
|
|
|
10,248
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
As Restated
|
|
As Revised
|
||||||
Net loss
|
|
$
|
(323,466
|
)
|
|
$
|
(291,276
|
)
|
|
$
|
(295,028
|
)
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available-for-sale securities
|
|
14
|
|
|
26
|
|
|
(13
|
)
|
|||
Change in effective portion of interest rate swap
|
|
(295
|
)
|
|
267
|
|
|
393
|
|
|||
Other comprehensive income
|
|
(281
|
)
|
|
293
|
|
|
380
|
|
|||
Comprehensive loss
|
|
$
|
(323,747
|
)
|
|
$
|
(290,983
|
)
|
|
$
|
(294,648
|
)
|
|
Convertible Redeemable Preferred Stock
|
|
Redeemable
Noncontrolling Interest |
|
|
Class A and Class B
Common Stock¹ |
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated
Deficit |
|
Total Stockholders' Deficit
|
|
Noncontrolling
Interest |
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||||
Balances at December 31, 2016 (as Reported)
|
71,740,162
|
|
|
$
|
1,465,841
|
|
|
$
|
59,320
|
|
|
|
10,132,220
|
|
|
$
|
1
|
|
|
$
|
108,647
|
|
|
$
|
(542
|
)
|
|
$
|
(2,068,048
|
)
|
|
$
|
(1,959,942
|
)
|
|
$
|
175,668
|
|
Adjustments to accumulated deficit and total stockholders' deficit
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,154
|
)
|
|
(6,154
|
)
|
|
—
|
|
||||||||
Balances at December 31, 2016 (as Revised)
|
71,740,162
|
|
|
1,465,841
|
|
|
59,320
|
|
|
|
10,132,220
|
|
|
1
|
|
|
108,647
|
|
|
(542
|
)
|
|
(2,074,202
|
)
|
|
(1,966,096
|
)
|
|
175,668
|
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,652
|
|
||||||||
Issuance of common stock warrant
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
9,410
|
|
|
—
|
|
|
—
|
|
|
9,410
|
|
|
—
|
|
||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
|
64,000
|
|
|
—
|
|
|
1,981
|
|
|
—
|
|
|
—
|
|
|
1,981
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
|
123,153
|
|
|
—
|
|
|
432
|
|
|
—
|
|
|
—
|
|
|
432
|
|
|
—
|
|
||||||||
Issuance of restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
|
33,896
|
|
|
—
|
|
|
1,254
|
|
|
—
|
|
|
—
|
|
|
1,254
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
29,080
|
|
|
—
|
|
|
—
|
|
|
29,080
|
|
|
—
|
|
||||||||
Unrealized gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
||||||||
Change in effective portion of interest rate swap agreement
|
—
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
393
|
|
|
—
|
|
|
393
|
|
|
500
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5,104
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,845
|
)
|
||||||||
Net income (loss) (as revised)
|
—
|
|
|
—
|
|
|
3,937
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(276,362
|
)
|
|
(276,362
|
)
|
|
(22,603
|
)
|
||||||||
Balances at December 31, 2017 (as Revised)
|
71,740,162
|
|
|
1,465,841
|
|
|
58,154
|
|
|
|
10,353,269
|
|
|
1
|
|
|
150,804
|
|
|
(162
|
)
|
|
(2,350,564
|
)
|
|
(2,199,921
|
)
|
|
155,372
|
|
||||||||
Issuance of Class A common stock upon public offering, net
|
—
|
|
|
—
|
|
|
—
|
|
|
|
20,700,000
|
|
|
2
|
|
|
282,274
|
|
|
—
|
|
|
—
|
|
|
282,276
|
|
|
—
|
|
||||||||
Issuance of Class B common stock on convertible notes
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5,734,440
|
|
|
1
|
|
|
221,579
|
|
|
—
|
|
|
—
|
|
|
221,580
|
|
|
—
|
|
||||||||
Issuance of Class A and B common stock upon exercise of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
|
312,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Conversion of redeemable convertible preferred stock Series A-G
|
(71,740,162
|
)
|
|
(1,465,841
|
)
|
|
—
|
|
|
|
71,740,162
|
|
|
7
|
|
|
1,465,834
|
|
|
—
|
|
|
—
|
|
|
1,465,841
|
|
|
—
|
|
||||||||
Reclassification of redeemable convertible preferred stock warrant liability to additional paid-in capital
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
882
|
|
|
—
|
|
|
—
|
|
|
882
|
|
|
—
|
|
||||||||
Reclassification of derivative liability into additional paid-in capital (as restated)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
177,963
|
|
|
—
|
|
|
—
|
|
|
177,963
|
|
|
—
|
|
||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
|
166,667
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
||||||||
Issuance of restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
|
17,793
|
|
|
—
|
|
|
349
|
|
|
—
|
|
|
—
|
|
|
349
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
|
396,277
|
|
|
—
|
|
|
1,521
|
|
|
—
|
|
|
—
|
|
|
1,521
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
177,646
|
|
|
—
|
|
|
—
|
|
|
177,646
|
|
|
—
|
|
||||||||
Unrealized loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
||||||||
Change in effective portion of interest rate swap agreement
|
—
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
267
|
|
|
—
|
|
|
267
|
|
|
1,829
|
|
|
Convertible Redeemable Preferred Stock
|
|
Redeemable
Noncontrolling Interest |
|
|
Class A and Class B
Common Stock¹ |
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated
Deficit |
|
Total Stockholders' Deficit
|
|
Noncontrolling
Interest |
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(6,788
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,462
|
)
|
||||||||
Net loss (as restated)
|
—
|
|
|
—
|
|
|
5,893
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273,540
|
)
|
|
(273,540
|
)
|
|
(23,629
|
)
|
||||||||
Balances at December 31, 2018 (as Restated)
|
—
|
|
|
—
|
|
|
57,261
|
|
|
|
109,421,183
|
|
|
11
|
|
|
2,481,352
|
|
|
131
|
|
|
(2,624,104
|
)
|
|
(142,610
|
)
|
|
125,110
|
|
||||||||
Cumulative effect upon adoption of new accounting standard (Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,996
|
)
|
|
(17,996
|
)
|
|
—
|
|
||||||||
Buyout of equity investors in PPA IIIb (Note 13)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(2,454
|
)
|
|
169
|
|
|
—
|
|
|
(2,285
|
)
|
|
—
|
|
||||||||
Conversion of Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
|
616,302
|
|
|
—
|
|
|
6,933
|
|
|
—
|
|
|
—
|
|
|
6,933
|
|
|
—
|
|
||||||||
Issuance of restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
|
8,921,807
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
ESPP purchase
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,718,433
|
|
|
—
|
|
|
11,183
|
|
|
—
|
|
|
—
|
|
|
11,183
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
|
358,564
|
|
|
—
|
|
|
1,529
|
|
|
—
|
|
|
—
|
|
|
1,529
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
188,114
|
|
|
—
|
|
|
—
|
|
|
188,114
|
|
|
—
|
|
||||||||
Unrealized loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||||||
Change in effective portion of interest rate swap agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
—
|
|
|
(295
|
)
|
|
(5,790
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(4,011
|
)
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
|
|
|
—
|
|
|
102
|
|
|
(5,970
|
)
|
||||||||
Mandatory redemption of noncontrolling interests
|
—
|
|
|
—
|
|
|
(55,684
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cumulative effect of hedge accounting
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
130
|
|
|
130
|
|
|
(130
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
2,877
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(304,414
|
)
|
|
(304,414
|
)
|
|
(21,929
|
)
|
||||||||
Balances at December 31, 2019
|
—
|
|
|
—
|
|
|
$
|
443
|
|
|
|
121,036,289
|
|
|
$
|
12
|
|
|
$
|
2,686,759
|
|
|
$
|
19
|
|
|
$
|
(2,946,384
|
)
|
|
$
|
(259,594
|
)
|
|
$
|
91,291
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
As Restated
|
|
As Revised
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(323,466
|
)
|
|
$
|
(291,276
|
)
|
|
$
|
(295,028
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
78,584
|
|
|
53,887
|
|
|
54,376
|
|
|||
Write-off of property, plant and equipment, net
|
|
3,117
|
|
|
939
|
|
|
48
|
|
|||
Write-off of customer financing receivable
|
|
11,302
|
|
|
—
|
|
|
—
|
|
|||
Write-off of PPA II and PPA IIIb decommissioned assets
|
|
70,543
|
|
|
—
|
|
|
—
|
|
|||
Debt make-whole expense
|
|
5,934
|
|
|
—
|
|
|
—
|
|
|||
Revaluation of derivative contracts
|
|
2,779
|
|
|
29,021
|
|
|
15,042
|
|
|||
Stock-based compensation
|
|
196,291
|
|
|
168,482
|
|
|
29,101
|
|
|||
Loss (gain) on long-term REC purchase contract
|
|
53
|
|
|
200
|
|
|
(70
|
)
|
|||
Revaluation of stock warrants
|
|
—
|
|
|
(9,108
|
)
|
|
(2,975
|
)
|
|||
Amortization of debt issuance cost
|
|
22,130
|
|
|
25,437
|
|
|
47,312
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
51,952
|
|
|
(55,023
|
)
|
|
3,242
|
|
|||
Inventories
|
|
18,425
|
|
|
(36,974
|
)
|
|
(10,636
|
)
|
|||
Deferred cost of revenue
|
|
(21,992
|
)
|
|
14,223
|
|
|
(31,278
|
)
|
|||
Customer financing receivable and other
|
|
5,520
|
|
|
4,878
|
|
|
5,459
|
|
|||
Prepaid expenses and other current assets
|
|
8,643
|
|
|
(8,032
|
)
|
|
(982
|
)
|
|||
Other long-term assets
|
|
3,618
|
|
|
(202
|
)
|
|
756
|
|
|||
Accounts payable
|
|
(11,310
|
)
|
|
18,307
|
|
|
7,076
|
|
|||
Accrued warranty
|
|
(6,603
|
)
|
|
1,498
|
|
|
(7,365
|
)
|
|||
Accrued expenses and other current liabilities
|
|
6,728
|
|
|
(5,984
|
)
|
|
7,997
|
|
|||
Deferred revenue and customer deposits
|
|
37,146
|
|
|
(21,774
|
)
|
|
48,322
|
|
|||
Other long-term liabilities
|
|
4,376
|
|
|
19,553
|
|
|
37,637
|
|
|||
Net cash provided by (used in) operating activities
|
|
163,770
|
|
|
(91,948
|
)
|
|
(91,966
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
|
(51,053
|
)
|
|
(45,205
|
)
|
|
(61,454
|
)
|
|||
Payments for acquisition of intangible assets
|
|
—
|
|
|
(3,256
|
)
|
|
—
|
|
|||
Purchase of marketable securities
|
|
—
|
|
|
(103,914
|
)
|
|
(29,043
|
)
|
|||
Proceeds from maturity of marketable securities
|
|
104,500
|
|
|
27,000
|
|
|
2,250
|
|
|||
Net cash provided by (used in) investing activities
|
|
53,447
|
|
|
(125,375
|
)
|
|
(88,247
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings from issuance of debt
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||
Repayment of debt
|
|
(119,277
|
)
|
|
(18,770
|
)
|
|
(20,507
|
)
|
|||
Repayment of debt to related parties
|
|
(2,200
|
)
|
|
(1,390
|
)
|
|
(912
|
)
|
|||
Debt make-whole payment
|
|
(5,934
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
|
—
|
|
|
—
|
|
|
(6,108
|
)
|
|||
Proceeds from financing obligations
|
|
72,334
|
|
|
70,265
|
|
|
84,314
|
|
|||
Repayment of financing obligations
|
|
(8,954
|
)
|
|
(6,188
|
)
|
|
(3,210
|
)
|
|||
Proceeds from noncontrolling and redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
13,652
|
|
|||
Payments to noncontrolling and redeemable noncontrolling interests
|
|
(56,459
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling and redeemable noncontrolling interests
|
|
(12,537
|
)
|
|
(15,250
|
)
|
|
(23,659
|
)
|
|||
Proceeds from issuance of common stock
|
|
12,713
|
|
|
1,521
|
|
|
432
|
|
|||
Proceeds from public offerings, net of underwriting discounts and commissions
|
|
—
|
|
|
292,529
|
|
|
—
|
|
|||
Payments of initial public offering issuance costs
|
|
—
|
|
|
(5,521
|
)
|
|
(1,092
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(120,314
|
)
|
|
317,196
|
|
|
142,910
|
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
96,903
|
|
|
99,873
|
|
|
(37,303
|
)
|
|||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
||||||
Beginning of period
|
|
280,485
|
|
|
180,612
|
|
|
217,915
|
|
|||
End of period
|
|
$
|
377,388
|
|
|
$
|
280,485
|
|
|
$
|
180,612
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
|
$
|
69,851
|
|
|
$
|
59,549
|
|
|
$
|
37,628
|
|
Cash paid during the period for taxes
|
|
860
|
|
|
1,748
|
|
|
616
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Liabilities recorded for property, plant and equipment
|
|
1,745
|
|
|
12,236
|
|
|
975
|
|
|||
Liabilities recorded for intangible assets
|
|
—
|
|
|
3,180
|
|
|
2,138
|
|
|||
Issuance of common stock warrant
|
|
—
|
|
|
—
|
|
|
9,410
|
|
|||
Reclassification of redeemable convertible preferred stock warrant liability to additional paid-in capital
|
|
—
|
|
|
882
|
|
|
—
|
|
|||
Conversion of redeemable convertible preferred stock into additional paid-in capital
|
|
—
|
|
|
1,465,841
|
|
|
—
|
|
|||
Conversion of 8% convertible promissory notes into additional paid-in capital
|
|
—
|
|
|
181,469
|
|
|
—
|
|
|||
Conversion of 6% and 8% convertible promissory notes into additional paid-in capital to related parties
|
|
6,933
|
|
|
40,110
|
|
|
—
|
|
|||
Reclassification of derivative liability into additional paid-in capital
|
|
—
|
|
|
177,208
|
|
|
—
|
|
|||
Reclassification of prior year prepaid initial public offering costs to additional paid-in capital
|
|
—
|
|
|
4,732
|
|
|
—
|
|
|||
Issuance of common stock
|
|
—
|
|
|
—
|
|
|
1,981
|
|
|||
Issuance of restricted stock
|
|
—
|
|
|
—
|
|
|
1,254
|
|
|||
Accrued distributions to Equity Investors
|
|
373
|
|
|
576
|
|
|
576
|
|
|||
Accrued interest for notes
|
|
1,812
|
|
|
19,041
|
|
|
29,705
|
|
|||
Accrued interest for notes to related parties
|
|
—
|
|
|
2,733
|
|
|
4,368
|
|
•
|
We entered into an Amendment Support Agreement (the “Amendment Support Agreement”) with the beneficial owners (the “Noteholders”) of its outstanding 6.0% Convertible Notes due 2020 (the “Convertible Notes”) pursuant to which such Noteholders have agreed, to extend the maturity date of the Convertible Notes to December 1, 2021. In connection with the extension, the interest rate was increased to 10% and the strike price on the conversion feature was reduced to $8/share. The Amendment Support Agreement requires that we repay at least $70.0 million of the Convertible Notes on or before September 1, 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 certain terms of our outstanding Amended and Restated Subordinated Secured Convertible Note issued to Constellation were modified to extend the maturity date to December 31, 2021.
|
•
|
On March 31, 2020, we entered into a note purchase agreement pursuant to which certain investors have agreed to purchase, and we have agreed to issue, $70.0 million of 10.25% Senior Secured Notes due 2027 (the “Senior Secured Notes”) in a private placement (the “Senior Secured Notes Private Placement”). The funding of the Note Purchase Agreement, which is expected to occur no later than May 29, 2020, is subject to certain conditions, including obtaining a rating from a rating agency which is dependent upon providing audited financial statements as of and for the year ended December 31, 2019. Upon funding by the purchasers, 100% of any funds received is required to be utilized to pay one holder of the Convertible Notes discussed above. This payment will be used to extinguish the $70.0 million due as of September 1, 2020.
|
•
|
Also on March 31, 2020, we entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement”) with Foris Ventures, LLC and New Enterprise Associates 10, Limited Partnership (together, the “Purchasers”), pursuant to which such Purchasers were issued $30.0 million aggregate principal amount of additional Convertible Notes.
|
•
|
Persuasive evidence of an arrangement exists. We rely upon non-cancelable sales agreements and purchase orders to determine the existence of an arrangement.
|
•
|
Delivery and acceptance have occurred. We use shipping documents and confirmation from our installations team that the deployed systems are running at full power as defined in each contract to verify delivery and acceptance.
|
•
|
The fee is fixed or determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction.
|
•
|
Collectability is reasonably assured. We assess collectability based on the customer’s credit analysis and payment history.
|
•
|
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 service 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 service renewal options which 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.
|
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. Financial instruments utilizing Level 2 inputs include interest rate swaps.
|
|
|
|
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 derivatives, warrants issued to purchase our preferred stock and embedded derivatives in sales contracts and bifurcated from 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.
|
|
|
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
|
|
35 years
|
•
|
We have not restated contracts that begin and are completed within the same annual reporting period;
|
•
|
For completed contracts that have variable consideration, we used the transaction price at the date upon which the contract was completed rather than estimating variable consideration amounts in the comparative reporting periods;
|
•
|
We have excluded disclosures of transaction prices allocated to remaining performance obligations and when we expect to recognize such revenue for all periods prior to the date of initial application;
|
•
|
We have not retrospectively restated our contracts to account for those modifications that were entered into before January 1, 2019, the earliest reporting period impacted by ASC 606;
|
|
|
December 31, 2018
|
||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
220,728
|
|
|
$
|
—
|
|
|
|
|
$
|
220,728
|
|
Restricted cash
|
|
28,657
|
|
|
—
|
|
|
|
|
28,657
|
|
|||
Short-term investments
|
|
104,350
|
|
|
—
|
|
|
|
|
104,350
|
|
|||
Accounts receivable
|
|
84,887
|
|
|
3,897
|
|
|
1
|
|
88,784
|
|
|||
Inventories
|
|
132,476
|
|
|
2,789
|
|
|
2
|
|
135,265
|
|
|||
Deferred cost of revenue
|
|
62,147
|
|
|
(18,338
|
)
|
|
3
|
|
43,809
|
|
|||
Customer financing receivable
|
|
5,594
|
|
|
—
|
|
|
|
|
5,594
|
|
|||
Prepaid expenses and other current assets
|
|
33,742
|
|
|
3,005
|
|
|
4
|
|
36,747
|
|
|||
Total current assets
|
|
672,581
|
|
|
(8,647
|
)
|
|
|
|
663,934
|
|
|||
Property, plant and equipment, net
|
|
481,414
|
|
|
235,337
|
|
|
5
|
|
716,751
|
|
|||
Customer financing receivable, non-current
|
|
67,082
|
|
|
—
|
|
|
|
|
67,082
|
|
|||
Restricted cash, non-current
|
|
31,100
|
|
|
—
|
|
|
|
|
31,100
|
|
|||
Deferred cost of revenue, non-current
|
|
102,699
|
|
|
(102,654
|
)
|
|
3
|
|
45
|
|
|||
Other long-term assets
|
|
34,792
|
|
|
8,090
|
|
|
6
|
|
42,882
|
|
|||
Total assets
|
|
$
|
1,389,668
|
|
|
$
|
132,126
|
|
|
|
|
$
|
1,521,794
|
|
Liabilities, Redeemable Noncontrolling Interest, Stockholders’ Deficit and Noncontrolling Interests
|
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
66,889
|
|
|
$
|
—
|
|
|
|
|
$
|
66,889
|
|
Accrued warranty
|
|
19,236
|
|
|
(1,268
|
)
|
|
7
|
|
17,968
|
|
|||
Accrued expenses and other current liabilities
|
|
69,535
|
|
|
(2,697
|
)
|
|
8
|
|
66,838
|
|
|||
Financing obligations
|
|
—
|
|
|
8,128
|
|
|
9
|
|
8,128
|
|
|||
Deferred revenue and customer deposits
|
|
94,158
|
|
|
(26,526
|
)
|
|
10
|
|
67,632
|
|
|||
Current portion of recourse debt
|
|
8,686
|
|
|
—
|
|
|
|
|
8,686
|
|
|||
Current portion of non-recourse debt
|
|
18,962
|
|
|
—
|
|
|
|
|
18,962
|
|
|||
Current portion of non-recourse debt from related parties
|
|
2,200
|
|
|
—
|
|
|
|
|
2,200
|
|
|||
Total current liabilities
|
|
279,666
|
|
|
(22,363
|
)
|
|
|
|
257,303
|
|
|||
Derivative liabilities
|
|
10,128
|
|
|
4,015
|
|
|
11
|
|
14,143
|
|
|||
Deferred revenue and customer deposits, net of current portion
|
|
241,794
|
|
|
(154,486
|
)
|
|
10
|
|
87,308
|
|
|||
Financing obligations, non-current
|
|
—
|
|
|
385,650
|
|
|
9
|
|
385,650
|
|
|||
Long-term portion of recourse debt
|
|
360,339
|
|
|
—
|
|
|
|
|
360,339
|
|
|||
Long-term portion of non-recourse debt
|
|
289,241
|
|
|
—
|
|
|
|
|
289,241
|
|
|||
Long-term portion of recourse debt from related parties
|
|
27,734
|
|
|
—
|
|
|
|
|
27,734
|
|
|||
Long-term portion of non-recourse debt from related parties
|
|
34,119
|
|
|
—
|
|
|
|
|
34,119
|
|
|||
Other long-term liabilities
|
|
55,937
|
|
|
(29,741
|
)
|
|
8
|
|
26,196
|
|
|||
Total liabilities
|
|
1,298,958
|
|
|
183,075
|
|
|
|
|
1,482,033
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
|
57,261
|
|
|
—
|
|
|
|
|
57,261
|
|
|||
Stockholders’ deficit:
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
|
11
|
|
|
—
|
|
|
|
|
11
|
|
|||
Additional paid-in capital
|
|
2,480,597
|
|
|
755
|
|
|
12
|
|
2,481,352
|
|
|||
Accumulated other comprehensive income
|
|
131
|
|
|
—
|
|
|
|
|
131
|
|
|
|
December 31, 2018
|
||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
Accumulated deficit
|
|
(2,572,400
|
)
|
|
(51,704
|
)
|
|
|
|
(2,624,104
|
)
|
|||
Total stockholders’ deficit
|
|
(91,661
|
)
|
|
(50,949
|
)
|
|
|
|
(142,610
|
)
|
|||
Noncontrolling interest
|
|
125,110
|
|
|
—
|
|
|
|
|
125,110
|
|
|||
Total liabilities, redeemable noncontrolling interest, stockholders' deficit and noncontrolling interest
|
|
$
|
1,389,668
|
|
|
$
|
132,126
|
|
|
|
|
$
|
1,521,794
|
|
|
|
For the year ended December 31, 2018
|
||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
512,322
|
|
|
$
|
(111,684
|
)
|
|
a
|
|
$
|
400,638
|
|
Installation
|
|
91,416
|
|
|
(23,221
|
)
|
|
a
|
|
68,195
|
|
|||
Service
|
|
82,385
|
|
|
882
|
|
|
a
|
|
83,267
|
|
|||
Electricity
|
|
55,915
|
|
|
24,633
|
|
|
a
|
|
80,548
|
|
|||
Total revenue
|
|
742,038
|
|
|
(109,390
|
)
|
|
|
|
632,648
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
374,590
|
|
|
(93,315
|
)
|
|
c, d
|
|
281,275
|
|
|||
Installation
|
|
119,474
|
|
|
(24,168
|
)
|
|
c
|
|
95,306
|
|
|||
Service
|
|
94,639
|
|
|
6,050
|
|
|
b, d
|
|
100,689
|
|
|||
Electricity
|
|
36,265
|
|
|
13,363
|
|
|
c
|
|
49,628
|
|
|||
Total cost of revenue
|
|
624,968
|
|
|
(98,070
|
)
|
|
|
|
526,898
|
|
|||
Gross profit
|
|
117,070
|
|
|
(11,320
|
)
|
|
|
|
105,750
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
|
89,135
|
|
|
—
|
|
|
|
|
89,135
|
|
|||
Sales and marketing
|
|
62,975
|
|
|
(168
|
)
|
|
e
|
|
62,807
|
|
|||
General and administrative
|
|
118,817
|
|
|
—
|
|
|
|
|
118,817
|
|
|||
Total operating expenses
|
|
270,927
|
|
|
(168
|
)
|
|
|
|
270,759
|
|
|||
Loss from operations
|
|
(153,857
|
)
|
|
(11,152
|
)
|
|
|
|
(165,009
|
)
|
|||
Interest income
|
|
4,322
|
|
|
—
|
|
|
|
|
4,322
|
|
|||
Interest expense
|
|
(76,935
|
)
|
|
(20,086
|
)
|
|
f
|
|
(97,021
|
)
|
|||
Interest expense to related parties
|
|
(8,893
|
)
|
|
—
|
|
|
|
|
(8,893
|
)
|
|||
Other expense, net
|
|
(999
|
)
|
|
—
|
|
|
|
|
(999
|
)
|
|||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
(21,590
|
)
|
|
(549
|
)
|
|
g
|
|
(22,139
|
)
|
|||
Loss before income taxes
|
|
(257,952
|
)
|
|
(31,787
|
)
|
|
|
|
(289,739
|
)
|
|||
Income tax provision
|
|
1,537
|
|
|
—
|
|
|
|
|
1,537
|
|
|||
Net loss
|
|
(259,489
|
)
|
|
(31,787
|
)
|
|
|
|
(291,276
|
)
|
|||
Less: net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(17,736
|
)
|
|
—
|
|
|
|
|
(17,736
|
)
|
|||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(241,753
|
)
|
|
$
|
(31,787
|
)
|
|
|
|
$
|
(273,540
|
)
|
Net loss per share available to Class A and Class B common stockholders, basic and diluted
|
|
$
|
(4.54
|
)
|
|
|
|
|
|
$
|
(5.14
|
)
|
|
|
For the year ended December 31, 2017
|
||||||||||||
|
|
As Previously Reported
|
|
Revision Impacts
|
|
Revision Reference
|
|
As Revised
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
179,768
|
|
|
$
|
(22,576
|
)
|
|
a
|
|
$
|
157,192
|
|
Installation
|
|
63,226
|
|
|
(5,289
|
)
|
|
a
|
|
57,937
|
|
|||
Service
|
|
76,904
|
|
|
(2,012
|
)
|
|
a, b
|
|
74,892
|
|
|||
Electricity
|
|
56,098
|
|
|
19,504
|
|
|
a
|
|
75,602
|
|
|||
Total revenue
|
|
375,996
|
|
|
(10,373
|
)
|
|
|
|
365,623
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
210,773
|
|
|
(18,412
|
)
|
|
c, d
|
|
192,361
|
|
|||
Installation
|
|
59,929
|
|
|
(4,959
|
)
|
|
c
|
|
54,970
|
|
|||
Service
|
|
83,597
|
|
|
1,531
|
|
|
b, d
|
|
85,128
|
|
|||
Electricity
|
|
39,741
|
|
|
9,734
|
|
|
c
|
|
49,475
|
|
|||
Total cost of revenue
|
|
394,040
|
|
|
(12,106
|
)
|
|
|
|
381,934
|
|
|||
Gross loss
|
|
(18,044
|
)
|
|
1,733
|
|
|
|
|
(16,311
|
)
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
|
51,146
|
|
|
—
|
|
|
|
|
51,146
|
|
|||
Sales and marketing
|
|
32,415
|
|
|
(489
|
)
|
|
e
|
|
31,926
|
|
|||
General and administrative
|
|
55,674
|
|
|
15
|
|
|
e
|
|
55,689
|
|
|||
Total operating expenses
|
|
139,235
|
|
|
(474
|
)
|
|
|
|
138,761
|
|
|||
Loss from operations
|
|
(157,279
|
)
|
|
2,207
|
|
|
|
|
(155,072
|
)
|
|||
Interest income
|
|
759
|
|
|
—
|
|
|
|
|
759
|
|
|||
Interest expense
|
|
(96,358
|
)
|
|
(15,681
|
)
|
|
f
|
|
(112,039
|
)
|
|||
Interest expense to related parties
|
|
(12,265
|
)
|
|
—
|
|
|
|
|
(12,265
|
)
|
|||
Other income (expense), net
|
|
(491
|
)
|
|
—
|
|
|
|
|
(491
|
)
|
|||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
(14,995
|
)
|
|
(289
|
)
|
|
g
|
|
(15,284
|
)
|
|||
Loss before income taxes
|
|
(280,629
|
)
|
|
(13,763
|
)
|
|
|
|
(294,392
|
)
|
|||
Income tax provision
|
|
636
|
|
|
—
|
|
|
|
|
636
|
|
|||
Net loss
|
|
(281,265
|
)
|
|
(13,763
|
)
|
|
|
|
(295,028
|
)
|
|||
Less: net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(18,666
|
)
|
|
—
|
|
|
|
|
(18,666
|
)
|
|||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(262,599
|
)
|
|
$
|
(13,763
|
)
|
|
|
|
$
|
(276,362
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Net loss per share available to Class A and Class B common stockholders, basic and diluted
|
|
$
|
(25.62
|
)
|
|
|
|
|
|
$
|
(26.97
|
)
|
|
|
For the year ended December 31, 2018
|
||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
Restatement Reference
|
|
As Restated
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(259,489
|
)
|
|
$
|
(31,787
|
)
|
|
|
|
$
|
(291,276
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
43,459
|
|
|
10,428
|
|
|
A
|
|
53,887
|
|
|||
Write-off of property, plant and equipment, net
|
|
939
|
|
|
—
|
|
|
|
|
939
|
|
|||
Revaluation of derivative contracts
|
|
28,471
|
|
|
550
|
|
|
B
|
|
29,021
|
|
|||
Stock-based compensation
|
|
180,284
|
|
|
(11,802
|
)
|
|
C
|
|
168,482
|
|
|||
Loss on long-term REC purchase contract
|
|
200
|
|
|
—
|
|
|
|
|
200
|
|
|||
Revaluation of stock warrants
|
|
(9,108
|
)
|
|
—
|
|
|
|
|
(9,108
|
)
|
|||
Amortization of debt issuance cost
|
|
25,437
|
|
|
—
|
|
|
|
|
25,437
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(54,570
|
)
|
|
(453
|
)
|
|
D
|
|
(55,023
|
)
|
|||
Inventories
|
|
(42,216
|
)
|
|
5,242
|
|
|
E
|
|
(36,974
|
)
|
|||
Deferred cost of revenue
|
|
88,324
|
|
|
(74,101
|
)
|
|
F
|
|
14,223
|
|
|||
Customer financing receivable and other
|
|
4,878
|
|
|
—
|
|
|
|
|
4,878
|
|
|||
Prepaid expenses and other current assets
|
|
(7,064
|
)
|
|
(968
|
)
|
|
G
|
|
(8,032
|
)
|
|||
Other long-term assets
|
|
1,897
|
|
|
(2,099
|
)
|
|
H
|
|
(202
|
)
|
|||
Accounts payable
|
|
18,307
|
|
|
—
|
|
|
|
|
18,307
|
|
|||
Accrued warranty
|
|
2,426
|
|
|
(928
|
)
|
|
I
|
|
1,498
|
|
|||
Accrued expense and other current liabilities
|
|
(6,800
|
)
|
|
816
|
|
|
J
|
|
(5,984
|
)
|
|||
Deferred revenue and customer deposits
|
|
(91,996
|
)
|
|
70,222
|
|
|
K
|
|
(21,774
|
)
|
|||
Other long-term liabilities
|
|
18,204
|
|
|
1,349
|
|
|
L
|
|
19,553
|
|
|||
Net cash used in operating activities
|
|
(58,417
|
)
|
|
(33,531
|
)
|
|
|
|
(91,948
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
|
(14,659
|
)
|
|
(30,546
|
)
|
|
M
|
|
(45,205
|
)
|
|||
Payments for acquisition of intangible assets
|
|
(3,256
|
)
|
|
—
|
|
|
|
|
(3,256
|
)
|
|||
Purchase of marketable securities
|
|
(103,914
|
)
|
|
—
|
|
|
|
|
(103,914
|
)
|
|||
Proceeds from maturity of marketable securities
|
|
27,000
|
|
|
—
|
|
|
|
|
27,000
|
|
|||
Net cash used in investing activities
|
|
(94,829
|
)
|
|
(30,546
|
)
|
|
|
|
(125,375
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||
Repayment of debt
|
|
(18,770
|
)
|
|
—
|
|
|
|
|
(18,770
|
)
|
|||
Repayment of debt to related parties
|
|
(1,390
|
)
|
|
—
|
|
|
|
|
(1,390
|
)
|
|||
Proceeds from financing obligations
|
|
—
|
|
|
70,265
|
|
|
N
|
|
70,265
|
|
|||
Repayment of financing obligations
|
|
—
|
|
|
(6,188
|
)
|
|
N
|
|
(6,188
|
)
|
|||
Distributions to noncontrolling and redeemable noncontrolling interests
|
|
(15,250
|
)
|
|
—
|
|
|
|
|
(15,250
|
)
|
|||
Proceeds from issuance of common stock
|
|
1,521
|
|
|
—
|
|
|
|
|
1,521
|
|
|||
Proceeds from public offerings, net of underwriting discounts and commissions
|
|
292,529
|
|
|
—
|
|
|
|
|
292,529
|
|
|||
Payments of initial public offering issuance costs
|
|
(5,521
|
)
|
|
—
|
|
|
|
|
(5,521
|
)
|
|||
Net cash provided by financing activities
|
|
253,119
|
|
|
64,077
|
|
|
|
|
317,196
|
|
|||
Net increase in cash, cash equivalents, and restricted cash
|
|
99,873
|
|
|
—
|
|
|
|
|
99,873
|
|
|||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
||||||
Beginning of period
|
|
180,612
|
|
|
—
|
|
|
|
|
180,612
|
|
|||
End of period
|
|
$
|
280,485
|
|
|
$
|
—
|
|
|
|
|
$
|
280,485
|
|
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
|
$
|
39,465
|
|
|
$
|
20,084
|
|
|
N
|
|
$
|
59,549
|
|
Cash paid during the period for taxes
|
|
1,748
|
|
|
—
|
|
|
|
|
1,748
|
|
|
|
For the year ended December 31, 2017
|
||||||||||||
|
|
As Previously Reported
|
|
Revision Impacts
|
|
Revision Reference
|
|
As Revised
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(281,265
|
)
|
|
$
|
(13,763
|
)
|
|
|
|
$
|
(295,028
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
46,105
|
|
|
8,271
|
|
|
A
|
|
54,376
|
|
|||
Write-off of property, plant and equipment, net
|
|
48
|
|
|
—
|
|
|
|
|
48
|
|
|||
Revaluation of derivative contracts
|
|
14,754
|
|
|
288
|
|
|
B
|
|
15,042
|
|
|||
Stock-based compensation
|
|
30,479
|
|
|
(1,378
|
)
|
|
C
|
|
29,101
|
|
|||
Gain on long-term REC purchase contract
|
|
(70
|
)
|
|
—
|
|
|
|
|
(70
|
)
|
|||
Revaluation of stock warrants
|
|
(2,975
|
)
|
|
—
|
|
|
|
|
(2,975
|
)
|
|||
Amortization of debt issuance cost
|
|
47,312
|
|
|
—
|
|
|
|
|
47,312
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
4,849
|
|
|
(1,607
|
)
|
|
D
|
|
3,242
|
|
|||
Inventories
|
|
(7,105
|
)
|
|
(3,531
|
)
|
|
E
|
|
(10,636
|
)
|
|||
Deferred cost of revenue
|
|
(70,979
|
)
|
|
39,701
|
|
|
F
|
|
(31,278
|
)
|
|||
Customer financing receivable and other
|
|
5,459
|
|
|
—
|
|
|
|
|
5,459
|
|
|||
Prepaid expenses and other current assets
|
|
(2,175
|
)
|
|
1,193
|
|
|
G
|
|
(982
|
)
|
|||
Other long-term assets
|
|
4,625
|
|
|
(3,869
|
)
|
|
H
|
|
756
|
|
|||
Accounts payable
|
|
7,076
|
|
|
—
|
|
|
|
|
7,076
|
|
|||
Accrued warranty
|
|
(7,045
|
)
|
|
(320
|
)
|
|
I
|
|
(7,365
|
)
|
|||
Accrued expense and other current liabilities
|
|
8,599
|
|
|
(602
|
)
|
|
J
|
|
7,997
|
|
|||
Deferred revenue and customer deposits
|
|
91,893
|
|
|
(43,571
|
)
|
|
K
|
|
48,322
|
|
|||
Other long-term liabilities
|
|
43,239
|
|
|
(5,602
|
)
|
|
L
|
|
37,637
|
|
|||
Net cash used in operating activities
|
|
(67,176
|
)
|
|
(24,790
|
)
|
|
|
|
(91,966
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
|
(5,140
|
)
|
|
(56,314
|
)
|
|
M
|
|
(61,454
|
)
|
|||
Purchase of marketable securities
|
|
(29,043
|
)
|
|
—
|
|
|
|
|
(29,043
|
)
|
|||
Proceeds from maturity of marketable securities
|
|
2,250
|
|
|
—
|
|
|
|
|
2,250
|
|
|||
Net cash used in investing activities
|
|
(31,933
|
)
|
|
(56,314
|
)
|
|
|
|
(88,247
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||
Borrowings from issuance of debt
|
|
100,000
|
|
|
—
|
|
|
|
|
100,000
|
|
|||
Repayment of debt
|
|
(20,507
|
)
|
|
—
|
|
|
|
|
(20,507
|
)
|
|||
Repayment of debt to related parties
|
|
(912
|
)
|
|
—
|
|
|
|
|
(912
|
)
|
|||
Debt issuance costs
|
|
(6,108
|
)
|
|
—
|
|
|
|
|
(6,108
|
)
|
|||
Proceeds from financing obligations
|
|
—
|
|
|
84,314
|
|
|
N
|
|
84,314
|
|
|||
Repayment of financing obligations
|
|
—
|
|
|
(3,210
|
)
|
|
N
|
|
(3,210
|
)
|
|||
Proceeds from noncontrolling and redeemable noncontrolling interests
|
|
13,652
|
|
|
—
|
|
|
|
|
13,652
|
|
|||
Distributions to noncontrolling and redeemable noncontrolling interests
|
|
(23,659
|
)
|
|
—
|
|
|
|
|
(23,659
|
)
|
|||
Proceeds from issuance of common stock
|
|
432
|
|
|
—
|
|
|
|
|
432
|
|
|||
Payments of initial public offering issuance costs
|
|
(1,092
|
)
|
|
—
|
|
|
|
|
(1,092
|
)
|
|||
Net cash provided by financing activities
|
|
61,806
|
|
|
81,104
|
|
|
|
|
142,910
|
|
|||
Net decrease in cash, cash equivalents, and restricted cash
|
|
(37,303
|
)
|
|
—
|
|
|
|
|
(37,303
|
)
|
|||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
||||||
Beginning of period
|
|
217,915
|
|
|
—
|
|
|
|
|
217,915
|
|
|||
End of period
|
|
$
|
180,612
|
|
|
$
|
—
|
|
|
|
|
$
|
180,612
|
|
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
|
$
|
21,948
|
|
|
$
|
15,680
|
|
|
N
|
|
$
|
37,628
|
|
Cash paid during the period for taxes
|
|
616
|
|
|
—
|
|
|
|
|
616
|
|
|
|
Balances at
December 31, 2018 |
|
Adjustments
from Adoption of ASC 606 |
|
Balances at
January 1, 2019 |
||||||
|
|
As Restated
|
|
|
|
As Recast
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
220,728
|
|
|
$
|
—
|
|
|
$
|
220,728
|
|
Restricted cash
|
|
28,657
|
|
|
—
|
|
|
28,657
|
|
|||
Short-term investments
|
|
104,350
|
|
|
—
|
|
|
104,350
|
|
|||
Accounts receivable
|
|
88,784
|
|
|
995
|
|
|
89,779
|
|
|||
Inventories
|
|
135,265
|
|
|
—
|
|
|
135,265
|
|
|||
Deferred cost of revenue
|
|
43,809
|
|
|
—
|
|
|
43,809
|
|
|||
Customer financing receivable
|
|
5,594
|
|
|
—
|
|
|
5,594
|
|
|||
Prepaid expenses and other current assets
|
|
36,747
|
|
|
140
|
|
|
36,887
|
|
|||
Total current assets
|
|
663,934
|
|
|
1,135
|
|
|
665,069
|
|
|||
Property, plant and equipment, net
|
|
716,751
|
|
|
—
|
|
|
716,751
|
|
|||
Customer financing receivable, non-current
|
|
67,082
|
|
|
—
|
|
|
67,082
|
|
|||
Restricted cash (non-current)
|
|
31,100
|
|
|
—
|
|
|
31,100
|
|
|||
Deferred cost of revenue, non-current
|
|
45
|
|
|
—
|
|
|
45
|
|
|||
Other long-term assets
|
|
42,882
|
|
|
2,472
|
|
|
45,354
|
|
|||
Total assets
|
|
$
|
1,521,794
|
|
|
$
|
3,607
|
|
|
$
|
1,525,401
|
|
Liabilities, Redeemable Noncontrolling Interest, Stockholders’ Deficit and Noncontrolling Interest
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
66,889
|
|
|
$
|
—
|
|
|
$
|
66,889
|
|
Accrued warranty
|
|
17,968
|
|
|
(1,032
|
)
|
|
16,936
|
|
|||
Accrued expenses and other current liabilities
|
|
66,838
|
|
|
—
|
|
|
66,838
|
|
|||
Financing obligations
|
|
8,128
|
|
|
—
|
|
|
8,128
|
|
|||
Deferred revenue and customer deposits
|
|
67,632
|
|
|
4,653
|
|
|
72,285
|
|
|||
Current portion of recourse debt
|
|
8,686
|
|
|
—
|
|
|
8,686
|
|
|||
Current portion of non-recourse debt
|
|
18,962
|
|
|
—
|
|
|
18,962
|
|
|||
Current portion of non-recourse debt from related parties
|
|
2,200
|
|
|
—
|
|
|
2,200
|
|
|||
Total current liabilities
|
|
257,303
|
|
|
3,621
|
|
|
260,924
|
|
|||
Derivative liabilities
|
|
14,143
|
|
|
—
|
|
|
14,143
|
|
|||
Deferred revenue and customer deposits, net of current portion
|
|
87,308
|
|
|
17,982
|
|
|
105,290
|
|
|||
Financing obligations, non-current
|
|
385,650
|
|
|
—
|
|
|
385,650
|
|
|||
Long-term portion of recourse debt
|
|
360,339
|
|
|
—
|
|
|
360,339
|
|
|||
Long-term portion of non-recourse debt
|
|
289,241
|
|
|
—
|
|
|
289,241
|
|
|||
Long-term portion of recourse debt from related parties
|
|
27,734
|
|
|
—
|
|
|
27,734
|
|
|||
Long-term portion of non-recourse debt from related parties
|
|
34,119
|
|
|
—
|
|
|
34,119
|
|
|||
Other long-term liabilities
|
|
26,196
|
|
|
—
|
|
|
26,196
|
|
|||
Total liabilities
|
|
1,482,033
|
|
|
21,603
|
|
|
1,503,636
|
|
|||
Redeemable noncontrolling interest
|
|
57,261
|
|
|
—
|
|
|
57,261
|
|
|||
Stockholders’ deficit:
|
|
|
|
|
|
|
||||||
Common stock: $0.0001 par value; Class A shares and, Class B shares
|
|
11
|
|
|
—
|
|
|
11
|
|
|||
Additional paid-in capital
|
|
2,481,352
|
|
|
—
|
|
|
2,481,352
|
|
|||
Accumulated other comprehensive income
|
|
131
|
|
|
—
|
|
|
131
|
|
|||
Accumulated deficit
|
|
(2,624,104
|
)
|
|
(17,996
|
)
|
|
(2,642,100
|
)
|
|||
Total stockholders’ deficit
|
|
(142,610
|
)
|
|
(17,996
|
)
|
|
(160,606
|
)
|
|||
Noncontrolling interest
|
|
125,110
|
|
|
—
|
|
|
125,110
|
|
|||
Total liabilities, redeemable noncontrolling interest, stockholders' deficit and noncontrolling interest
|
|
$
|
1,521,794
|
|
|
$
|
3,607
|
|
|
$
|
1,525,401
|
|
|
|
December 31, 2019
|
||||||||||
|
|
As Reported
|
|
Balances Without
Adoption of ASC 606 |
|
Effect of Change
Higher / (Lower) |
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
202,823
|
|
|
$
|
202,823
|
|
|
$
|
—
|
|
Restricted cash
|
|
30,804
|
|
|
30,804
|
|
|
—
|
|
|||
Accounts receivable
|
|
37,828
|
|
|
47,442
|
|
|
(9,614
|
)
|
|||
Inventories
|
|
109,606
|
|
|
109,606
|
|
|
—
|
|
|||
Deferred cost of revenue
|
|
58,470
|
|
|
58,470
|
|
|
—
|
|
|||
Customer financing receivable
|
|
5,108
|
|
|
5,108
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
|
28,068
|
|
|
27,860
|
|
|
208
|
|
|||
Total current assets
|
|
472,707
|
|
|
482,113
|
|
|
(9,406
|
)
|
|||
Property, plant and equipment, net
|
|
607,059
|
|
|
607,059
|
|
|
—
|
|
|||
Customer financing receivable, non-current
|
|
50,747
|
|
|
50,747
|
|
|
—
|
|
|||
Restricted cash, non-current
|
|
143,761
|
|
|
143,761
|
|
|
—
|
|
|||
Deferred cost of revenue, non-current
|
|
6,665
|
|
|
6,665
|
|
|
—
|
|
|||
Other long-term assets
|
|
41,652
|
|
|
37,849
|
|
|
3,803
|
|
|||
Total assets
|
|
$
|
1,322,591
|
|
|
$
|
1,328,194
|
|
|
$
|
(5,603
|
)
|
Liabilities, Redeemable Noncontrolling Interest, Stockholders’ Deficit and Noncontrolling Interest
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
55,579
|
|
|
$
|
55,579
|
|
|
$
|
—
|
|
Accrued warranty
|
|
10,333
|
|
|
11,952
|
|
|
(1,619
|
)
|
|||
Accrued expenses and other current liabilities
|
|
70,284
|
|
|
70,284
|
|
|
—
|
|
|||
Financing obligations
|
|
10,993
|
|
|
10,993
|
|
|
—
|
|
|||
Deferred revenue and customer deposits
|
|
89,192
|
|
|
90,075
|
|
|
(883
|
)
|
|||
Current portion of recourse debt
|
|
304,627
|
|
|
304,627
|
|
|
—
|
|
|||
Current portion of non-recourse debt
|
|
8,273
|
|
|
8,273
|
|
|
—
|
|
|||
Current portion of recourse debt from related parties
|
|
20,801
|
|
|
20,801
|
|
|
—
|
|
|||
Current portion of non-recourse debt from related parties
|
|
3,882
|
|
|
3,882
|
|
|
—
|
|
|||
Total current liabilities
|
|
573,964
|
|
|
576,466
|
|
|
(2,502
|
)
|
|||
Derivative liabilities
|
|
17,551
|
|
|
17,551
|
|
|
—
|
|
|||
Deferred revenue and customer deposits, net of current portion
|
|
125,529
|
|
|
84,594
|
|
|
40,935
|
|
|||
Financing obligations, non-current
|
|
446,165
|
|
|
446,165
|
|
|
—
|
|
|||
Long-term portion of recourse debt
|
|
75,962
|
|
|
75,962
|
|
|
—
|
|
|||
Long-term portion of non-recourse debt
|
|
192,180
|
|
|
192,180
|
|
|
—
|
|
|||
Long-term portion of non-recourse debt from related parties
|
|
31,087
|
|
|
31,087
|
|
|
—
|
|
|||
Other long-term liabilities
|
|
28,013
|
|
|
28,013
|
|
|
—
|
|
|||
Total liabilities
|
|
1,490,451
|
|
|
1,452,018
|
|
|
38,433
|
|
|||
Redeemable noncontrolling interest
|
|
443
|
|
|
443
|
|
|
—
|
|
|||
Stockholders’ deficit:
|
|
|
|
|
|
|
||||||
Common stock: $0.0001 par value; Class A shares and, Class B shares
|
|
12
|
|
|
12
|
|
|
—
|
|
|||
Additional paid-in capital
|
|
2,686,759
|
|
|
2,686,759
|
|
|
—
|
|
|
|
December 31, 2019
|
||||||||||
|
|
As Reported
|
|
Balances Without
Adoption of ASC 606 |
|
Effect of Change
Higher / (Lower) |
||||||
Accumulated other comprehensive income
|
|
19
|
|
|
19
|
|
|
—
|
|
|||
Accumulated deficit
|
|
(2,946,384
|
)
|
|
(2,902,348
|
)
|
|
(44,036
|
)
|
|||
Total stockholders’ deficit
|
|
(259,594
|
)
|
|
(215,558
|
)
|
|
(44,036
|
)
|
|||
Noncontrolling interest
|
|
91,291
|
|
|
91,291
|
|
|
—
|
|
|||
Total liabilities, redeemable noncontrolling interest, stockholders' deficit and noncontrolling interest
|
|
$
|
1,322,591
|
|
|
$
|
1,328,194
|
|
|
$
|
(5,603
|
)
|
|
|
Year ended December 31, 2019
|
||||||||||
|
|
As Reported
|
|
Balances Without
Adoption of ASC 606 |
|
Effect of Change
Higher / (Lower) |
||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|||
Product
|
|
$
|
557,336
|
|
|
$
|
601,857
|
|
|
$
|
(44,521
|
)
|
Installation
|
|
60,826
|
|
|
54,716
|
|
|
6,110
|
|
|||
Service
|
|
95,786
|
|
|
91,944
|
|
|
3,842
|
|
|||
Electricity
|
|
71,229
|
|
|
71,229
|
|
|
—
|
|
|||
Total revenue
|
|
785,177
|
|
|
819,746
|
|
|
(34,569
|
)
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
435,479
|
|
|
436,064
|
|
|
(585
|
)
|
|||
Installation
|
|
76,487
|
|
|
76,487
|
|
|
—
|
|
|||
Service
|
|
100,238
|
|
|
106,782
|
|
|
(6,544
|
)
|
|||
Electricity
|
|
75,386
|
|
|
75,386
|
|
|
—
|
|
|||
Total cost of revenue
|
|
687,590
|
|
|
694,719
|
|
|
(7,129
|
)
|
|||
Gross profit
|
|
97,587
|
|
|
125,027
|
|
|
(27,440
|
)
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
104,168
|
|
|
104,168
|
|
|
—
|
|
|||
Sales and marketing
|
|
73,573
|
|
|
74,973
|
|
|
(1,400
|
)
|
|||
General and administrative
|
|
152,650
|
|
|
152,650
|
|
|
—
|
|
|||
Total operating expenses
|
|
330,391
|
|
|
331,791
|
|
|
(1,400
|
)
|
|||
Loss from operations
|
|
(232,804
|
)
|
|
(206,764
|
)
|
|
(26,040
|
)
|
|||
Interest income
|
|
5,661
|
|
|
5,661
|
|
|
—
|
|
|||
Interest expense
|
|
(87,480
|
)
|
|
(87,480
|
)
|
|
—
|
|
|||
Interest expense to related parties
|
|
(6,756
|
)
|
|
(6,756
|
)
|
|
—
|
|
|||
Other income (expense), net
|
|
706
|
|
|
706
|
|
|
—
|
|
|||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
(2,160
|
)
|
|
(2,160
|
)
|
|
—
|
|
|||
Loss before income taxes
|
|
(322,833
|
)
|
|
(296,793
|
)
|
|
(26,040
|
)
|
|||
Income tax provision
|
|
633
|
|
|
633
|
|
|
—
|
|
|||
Net loss
|
|
(323,466
|
)
|
|
(297,426
|
)
|
|
(26,040
|
)
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(19,052
|
)
|
|
(19,052
|
)
|
|
—
|
|
|||
Net loss attributable to Class A and Class B common stockholders
|
|
(304,414
|
)
|
|
(278,374
|
)
|
|
(26,040
|
)
|
|||
Less: deemed dividend to noncontrolling interest
|
|
(2,454
|
)
|
|
(2,454
|
)
|
|
—
|
|
|||
Net loss available to Class A and Class B common stockholders
|
|
$
|
(306,868
|
)
|
|
$
|
(280,828
|
)
|
|
$
|
(26,040
|
)
|
Net loss per share available to Class A and Class B common stockholders, basic and diluted
|
|
$
|
(2.67
|
)
|
|
$
|
(2.44
|
)
|
|
$
|
(0.23
|
)
|
|
|
Year ended 12/31/2018
(As Restated) |
|
Impacts of ASC606 Adoption
|
|
As of 1/1/2019
(As Recast) |
|
As of 12/31/2019
(As Recast) |
||||||||
Deferred revenue
|
|
$
|
(141,458
|
)
|
|
$
|
(8,154
|
)
|
|
$
|
(149,612
|
)
|
|
$
|
(175,619
|
)
|
Customer deposits
|
|
(13,482
|
)
|
|
(14,481
|
)
|
|
(27,963
|
)
|
|
(39,101
|
)
|
||||
Deferred revenue and customer deposits
|
|
$
|
(154,940
|
)
|
|
$
|
(22,635
|
)
|
|
$
|
(177,575
|
)
|
|
$
|
(214,720
|
)
|
|
|
Year Ended December 31, 2019
|
||
|
|
As Reported
|
||
Deferred revenue on January 1, 2019
|
|
$
|
149,612
|
|
Additions
|
|
709,843
|
|
|
Revenue recognized
|
|
(683,836
|
)
|
|
Deferred revenue on December 31, 2019
|
|
$
|
175,619
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
As Reported, With Adoption of ASC 606
|
|
As Reported, Under ASC 605
|
||||
Revenue from contracts with customers:
|
|
|
|
|
||||
Product revenue
|
|
$
|
557,336
|
|
|
$
|
400,638
|
|
Installation revenue
|
|
60,826
|
|
|
68,195
|
|
||
Services revenue
|
|
95,786
|
|
|
83,267
|
|
||
Electricity revenue
|
|
10,840
|
|
|
23,023
|
|
||
Total revenue from contract with customers
|
|
724,788
|
|
|
575,123
|
|
||
Revenue from contracts accounted for as leases:
|
|
|
|
|
||||
Electricity revenue
|
|
60,389
|
|
|
57,525
|
|
||
Total revenue
|
|
$
|
785,177
|
|
|
$
|
632,648
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
As Held:
|
|
|
|
|
||||
Cash
|
|
$
|
100,773
|
|
|
$
|
136,642
|
|
Money market funds
|
|
276,615
|
|
|
143,843
|
|
||
|
|
$
|
377,388
|
|
|
$
|
280,485
|
|
As Reported:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
202,823
|
|
|
$
|
220,728
|
|
Restricted cash
|
|
174,565
|
|
|
59,757
|
|
||
|
|
$
|
377,388
|
|
|
$
|
280,485
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Current:
|
|
|
|
|
||||
Restricted cash
|
|
$
|
28,494
|
|
|
$
|
25,740
|
|
Restricted cash related to PPA Entities
|
|
2,310
|
|
|
2,917
|
|
||
Restricted cash, current
|
|
$
|
30,804
|
|
|
$
|
28,657
|
|
Non-current:
|
|
|
|
|
||||
Restricted cash
|
|
$
|
10
|
|
|
$
|
3,246
|
|
Restricted cash related to PPA Entities 1
|
|
143,751
|
|
|
27,854
|
|
||
Restricted cash, non-current
|
|
143,761
|
|
|
31,100
|
|
||
|
|
$
|
174,565
|
|
|
$
|
59,757
|
|
|
|
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
|
|
|
|
Fair Value Measured at Reporting Date Using
|
||||||||||||||
December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
143,843
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
143,843
|
|
Short-term investments
|
|
104,350
|
|
|
—
|
|
|
—
|
|
|
104,350
|
|
||||
Interest rate swap agreements
|
|
—
|
|
|
82
|
|
|
—
|
|
|
82
|
|
||||
|
|
$
|
248,193
|
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
248,275
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Accrued expenses and other current liabilities
|
|
$
|
1,331
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,331
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Natural gas fixed price forward contracts
|
|
—
|
|
|
—
|
|
|
9,729
|
|
|
9,729
|
|
||||
Embedded EPP derivatives
|
|
—
|
|
|
—
|
|
|
4,015
|
|
|
4,015
|
|
||||
Interest rate swap agreements
|
|
—
|
|
|
3,630
|
|
|
—
|
|
|
3,630
|
|
||||
|
|
$
|
1,331
|
|
|
$
|
3,630
|
|
|
$
|
13,744
|
|
|
$
|
18,705
|
|
|
|
Natural
Gas
Fixed Price
Forward
Contracts
|
|
Preferred
Stock
Warrants
|
|
Embedded
Derivative
Liability
|
|
Embedded EPP Derivative
|
|
Total
|
||||||||||
Balances at December 31, 2017
|
|
$
|
15,368
|
|
|
$
|
9,825
|
|
|
$
|
140,771
|
|
|
$
|
4,217
|
|
|
$
|
170,181
|
|
Settlement of natural gas fixed price forward contracts
|
|
(3,412
|
)
|
|
—
|
|
|
—
|
|
|
0
|
|
|
(3,412
|
)
|
|||||
Embedded derivative on notes and sales contracts
|
|
—
|
|
|
—
|
|
|
6,288
|
|
|
3
|
|
|
6,291
|
|
|||||
Changes in fair value
|
|
(2,227
|
)
|
|
(8,943
|
)
|
|
30,904
|
|
|
(205
|
)
|
|
19,529
|
|
|||||
Reclassification of preferred stock warrants liability to common stock warrants and derivative liability into additional paid-in-capital
|
|
—
|
|
|
(882
|
)
|
|
(177,963
|
)
|
|
—
|
|
|
(178,845
|
)
|
|||||
Balances 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
|
|
|||||
Balances at December 31, 2019
|
|
$
|
6,968
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,176
|
|
|
$
|
13,144
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Net Carrying
Value
|
|
Fair Value
|
|
Net Carrying
Value
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Customer receivables:
|
|
|
|
|
|
|
|
|
||||||||
Customer financing receivables
|
|
$
|
55,855
|
|
|
$
|
44,002
|
|
|
$
|
72,676
|
|
|
$
|
51,541
|
|
Debt instruments:
|
|
|
|
|
|
|
|
|
||||||||
Recourse
|
|
|
|
|
|
|
|
|
||||||||
LIBOR + 4% term loan due November 2020
|
|
1,536
|
|
|
1,590
|
|
|
3,214
|
|
|
3,311
|
|
||||
5% convertible promissory note due December 2020
|
|
36,482
|
|
|
32,070
|
|
|
34,706
|
|
|
31,546
|
|
||||
6% convertible promissory notes due December 2020
|
|
273,410
|
|
|
302,047
|
|
|
263,284
|
|
|
353,368
|
|
||||
10% notes due July 2024
|
|
89,962
|
|
|
97,512
|
|
|
95,555
|
|
|
99,260
|
|
||||
Non-recourse
|
|
|
|
|
|
|
|
|
||||||||
5.22% senior secured notes due March 2025
|
|
—
|
|
|
—
|
|
|
78,566
|
|
|
80,838
|
|
||||
7.5% term loan due September 2028
|
|
34,969
|
|
|
41,108
|
|
|
36,319
|
|
|
39,892
|
|
||||
LIBOR + 5.25% term loan due October 2020
|
|
—
|
|
|
—
|
|
|
23,916
|
|
|
25,441
|
|
||||
6.07% senior secured notes due March 2030
|
|
80,016
|
|
|
87,618
|
|
|
82,337
|
|
|
85,917
|
|
||||
LIBOR + 2.5% term loan due December 2021
|
|
120,436
|
|
|
120,510
|
|
|
123,384
|
|
|
123,040
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
As Restated
|
||||
Raw materials
|
|
$
|
67,829
|
|
|
$
|
50,856
|
|
Work-in-progress
|
|
21,207
|
|
|
18,676
|
|
||
Finished goods
|
|
20,570
|
|
|
65,733
|
|
||
|
|
$
|
109,606
|
|
|
$
|
135,265
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
As Restated
|
||||
Government incentives receivable
|
|
$
|
893
|
|
|
$
|
1,001
|
|
Prepaid HW & SW maintenance
|
|
3,763
|
|
|
1,464
|
|
||
Receivables from employees
|
|
6,130
|
|
|
5,922
|
|
||
Other prepaid expense and other current assets
|
|
17,282
|
|
|
28,360
|
|
||
|
|
$
|
28,068
|
|
|
$
|
36,747
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
As Restated
|
||||
Energy Servers
|
|
$
|
650,600
|
|
|
$
|
757,574
|
|
Computers, software and hardware
|
|
20,275
|
|
|
16,536
|
|
||
Machinery and equipment
|
|
101,650
|
|
|
99,209
|
|
||
Furniture and fixtures
|
|
8,339
|
|
|
4,337
|
|
||
Leasehold improvements
|
|
35,694
|
|
|
18,629
|
|
||
Building
|
|
40,512
|
|
|
40,512
|
|
||
Construction in progress
|
|
12,611
|
|
|
41,180
|
|
||
|
|
869,681
|
|
|
977,977
|
|
||
Less: Accumulated depreciation
|
|
(262,622
|
)
|
|
(261,226
|
)
|
||
|
|
$
|
607,059
|
|
|
$
|
716,751
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Total minimum lease payments to be received
|
|
$
|
76,886
|
|
|
$
|
100,816
|
|
Less: Amounts representing estimated executing costs
|
|
(19,931
|
)
|
|
(25,180
|
)
|
||
Net present value of minimum lease payments to be received
|
|
56,955
|
|
|
75,636
|
|
||
Estimated residual value of leased assets
|
|
890
|
|
|
1,051
|
|
||
Less: Unearned income
|
|
(1,990
|
)
|
|
(4,011
|
)
|
||
Net investment in sales-type financing leases
|
|
55,855
|
|
|
72,676
|
|
||
Less: Current portion
|
|
(5,108
|
)
|
|
(5,594
|
)
|
||
Non-current portion of investment in sales-type financing leases
|
|
$
|
50,747
|
|
|
$
|
67,082
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Future minimum lease payments, less interest
|
|
$
|
5,108
|
|
|
$
|
5,428
|
|
|
$
|
5,784
|
|
|
$
|
6,155
|
|
|
$
|
6,567
|
|
|
$
|
25,923
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
As Restated
|
||||
Prepaid and other long-term assets
|
|
$
|
29,153
|
|
|
$
|
34,093
|
|
Deferred commissions
|
|
5,007
|
|
|
1,083
|
|
||
Equity-method investments
|
|
5,733
|
|
|
6,046
|
|
||
Long-term deposits
|
|
1,759
|
|
|
1,660
|
|
||
|
|
$
|
41,652
|
|
|
$
|
42,882
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
As Restated
|
||||
Product warranty
|
|
$
|
2,345
|
|
|
$
|
3,378
|
|
Product performance
|
|
7,536
|
|
|
6,290
|
|
||
Maintenance services contracts
|
|
453
|
|
|
8,300
|
|
||
|
|
$
|
10,334
|
|
|
$
|
17,968
|
|
Balances at December 31, 2016 (As Revised)
|
$
|
8,082
|
|
Accrued warranty, net (As Revised)
|
5,979
|
|
|
Warranty expenditures during period (As Revised)
|
(6,740
|
)
|
|
Balances at December 31, 2017 (As Revised)
|
7,321
|
|
|
Accrued warranty, net (As Restated)
|
9,301
|
|
|
Warranty expenditures during period (As Restated)
|
(6,954
|
)
|
|
Balances at December 31, 2018 (As Restated)
|
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
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
As Restated
|
||||
Compensation and benefits
|
|
$
|
17,173
|
|
|
$
|
16,742
|
|
Current portion of derivative liabilities
|
|
4,834
|
|
|
3,232
|
|
||
Sales related liabilities
|
|
416
|
|
|
1,421
|
|
||
Accrued installation
|
|
10,348
|
|
|
6,859
|
|
||
Sales tax liabilities
|
|
3,849
|
|
|
1,798
|
|
||
Interest payable
|
|
3,875
|
|
|
4,675
|
|
||
Other
|
|
29,789
|
|
|
32,111
|
|
||
|
|
$
|
70,284
|
|
|
$
|
66,838
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
As Restated
|
||||
Delaware grant
|
|
$
|
10,469
|
|
|
$
|
10,469
|
|
Other
|
|
17,544
|
|
|
15,727
|
|
||
|
|
$
|
28,013
|
|
|
$
|
26,196
|
|
|
|
Unpaid
Principal Balance |
|
Net Carrying Value
|
|
Unused
Borrowing Capacity |
|
Interest
Rate |
|
Maturity Dates
|
|
Entity
|
|
Recourse
|
||||||||||||||
|
|
Current
|
|
Long-
Term |
|
Total
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIBOR + 4% term loan due November 2020
|
|
$
|
1,571
|
|
|
$
|
1,536
|
|
|
$
|
—
|
|
|
$
|
1,536
|
|
|
$
|
—
|
|
|
LIBOR
plus margin |
|
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
margin |
|
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
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
Principal
Balance
|
|
Net Carrying Value
|
|
Unused
Borrowing
Capacity
|
|
Interest
Rate
|
|
Maturity Dates
|
|
Entity
|
|
Recourse
|
||||||||||||||
|
|
Current
|
|
Long-
Term
|
|
Total
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIBOR + 4% term loan due November 2020
|
|
$
|
3,286
|
|
|
$
|
1,686
|
|
|
$
|
1,528
|
|
|
$
|
3,214
|
|
|
$
|
—
|
|
|
LIBOR
plus margin |
|
November 2020
|
|
Company
|
|
Yes
|
5% convertible promissory note due December 2020
|
|
33,104
|
|
|
—
|
|
|
34,706
|
|
|
34,706
|
|
|
—
|
|
|
8.0%
|
|
December 2020
|
|
Company
|
|
Yes
|
|||||
6% convertible promissory notes due December 2020
|
|
296,233
|
|
|
—
|
|
|
263,284
|
|
|
263,284
|
|
|
—
|
|
|
6.0%
|
|
December 2020
|
|
Company
|
|
Yes
|
|||||
10% notes due July 2024
|
|
100,000
|
|
|
7,000
|
|
|
88,555
|
|
|
95,555
|
|
|
—
|
|
|
10.0%
|
|
July 2024
|
|
Company
|
|
Yes
|
|||||
Total recourse debt
|
|
432,623
|
|
|
8,686
|
|
|
388,073
|
|
|
396,759
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||
5.22% senior secured term notes due March 2025
|
|
79,698
|
|
|
11,994
|
|
|
66,572
|
|
|
78,566
|
|
|
—
|
|
|
5.2%
|
|
March 2025
|
|
PPA II
|
|
No
|
|||||
7.5% term loan due September 2028
|
|
40,538
|
|
|
2,200
|
|
|
34,119
|
|
|
36,319
|
|
|
—
|
|
|
7.5%
|
|
September 2028
|
|
PPA IIIa
|
|
No
|
|||||
LIBOR + 5.25% term loan due October 2020
|
|
24,723
|
|
|
827
|
|
|
23,089
|
|
|
23,916
|
|
|
—
|
|
|
LIBOR
plus margin |
|
October 2020
|
|
PPA IIIb
|
|
No
|
|||||
6.07% senior secured notes due March 2030
|
|
83,457
|
|
|
2,469
|
|
|
79,868
|
|
|
82,337
|
|
|
—
|
|
|
6.1%
|
|
March 2030
|
|
PPA IV
|
|
No
|
|||||
LIBOR + 2.5% term loan due December 2021
|
|
125,456
|
|
|
3,672
|
|
|
119,712
|
|
|
123,384
|
|
|
—
|
|
|
LIBOR plus
margin |
|
December 2021
|
|
PPA V
|
|
No
|
|||||
Letters of Credit due December 2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,220
|
|
|
2.25%
|
|
December 2021
|
|
PPA V
|
|
No
|
|||||
Total non-recourse debt
|
|
353,872
|
|
|
21,162
|
|
|
323,360
|
|
|
344,522
|
|
|
1,220
|
|
|
|
|
|
|
|
|
|
|||||
Total debt
|
|
$
|
786,495
|
|
|
$
|
29,848
|
|
|
$
|
711,433
|
|
|
$
|
741,281
|
|
|
$
|
1,220
|
|
|
|
|
|
|
|
|
|
2020
|
$
|
350,129
|
|
2021
|
139,370
|
|
|
2022
|
26,046
|
|
|
2023
|
29,450
|
|
|
2024
|
35,941
|
|
|
Thereafter
|
77,147
|
|
|
|
$
|
658,083
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
||||
Prepaid expenses and other current assets
|
|
$
|
3
|
|
|
$
|
42
|
|
Other long-term assets
|
|
—
|
|
|
40
|
|
||
|
|
$
|
3
|
|
|
$
|
82
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Accrued expenses and other current liabilities
|
|
$
|
782
|
|
|
$
|
4
|
|
Derivative liabilities
|
|
8,459
|
|
|
3,626
|
|
||
|
|
$
|
9,241
|
|
|
$
|
3,630
|
|
|
|
Year ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Beginning balance
|
|
$
|
3,548
|
|
|
$
|
5,852
|
|
Loss (gain) recognized in other comprehensive loss
|
|
6,131
|
|
|
(1,729
|
)
|
||
Amounts reclassified from other comprehensive loss to earnings
|
|
(216
|
)
|
|
(369
|
)
|
||
Net loss (gain) recognized in other comprehensive income (loss)
|
|
5,915
|
|
|
(2,098
|
)
|
||
Gain recognized in earnings
|
|
(225
|
)
|
|
(206
|
)
|
||
Ending balance
|
|
$
|
9,238
|
|
|
$
|
3,548
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
As Restated
|
|
As Revised
|
||||||
United States
|
|
$
|
(324,467
|
)
|
|
$
|
(291,574
|
)
|
|
$
|
(297,473
|
)
|
Foreign
|
|
1,634
|
|
|
1,835
|
|
|
3,081
|
|
|||
Total
|
|
$
|
(322,833
|
)
|
|
$
|
(289,739
|
)
|
|
$
|
(294,392
|
)
|
|
|
Years Ended
December 31, |
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
26
|
|
|
191
|
|
|
25
|
|
|||
Foreign
|
|
595
|
|
|
1,407
|
|
|
621
|
|
|||
Total current
|
|
621
|
|
|
1,598
|
|
|
646
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
|
12
|
|
|
(61
|
)
|
|
(10
|
)
|
|||
Total deferred
|
|
12
|
|
|
(61
|
)
|
|
(10
|
)
|
|||
Total provision for income taxes
|
|
$
|
633
|
|
|
$
|
1,537
|
|
|
$
|
636
|
|
|
|
Years Ended
December 31, |
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
As Restated
|
|
As Revised
|
||||||
Tax at federal statutory rate
|
|
$
|
(67,795
|
)
|
|
$
|
(60,845
|
)
|
|
$
|
(100,093
|
)
|
State taxes, net of federal effect
|
|
26
|
|
|
191
|
|
|
25
|
|
|||
Impact on noncontrolling interest
|
|
4,001
|
|
|
3,725
|
|
|
6,347
|
|
|||
Non-U.S. tax effect
|
|
264
|
|
|
960
|
|
|
(437
|
)
|
|||
Nondeductible expenses
|
|
144
|
|
|
6,796
|
|
|
5,698
|
|
|||
Stock-based compensation
|
|
6,484
|
|
|
3,892
|
|
|
4,854
|
|
|||
U.S. tax reform impact
|
|
—
|
|
|
—
|
|
|
239,117
|
|
|||
U.S. tax on foreign earnings (GILTI)
|
|
221
|
|
|
127
|
|
|
—
|
|
|||
Change in valuation allowance
|
|
57,288
|
|
|
46,691
|
|
|
(154,875
|
)
|
|||
Provision for income taxes
|
|
$
|
633
|
|
|
$
|
1,537
|
|
|
$
|
636
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
As Restated
|
||||
Tax credits and NOLs
|
|
$
|
494,084
|
|
|
$
|
468,402
|
|
Leased liabilities
|
|
122,145
|
|
|
108,113
|
|
||
Depreciation and amortization
|
|
8,523
|
|
|
9,631
|
|
||
Deferred revenue
|
|
6,688
|
|
|
457
|
|
||
Accruals and reserves
|
|
5,874
|
|
|
4,462
|
|
||
Stock-based compensation
|
|
61,808
|
|
|
62,793
|
|
||
Other items - DTA
|
|
24,443
|
|
|
17,863
|
|
||
Gross deferred tax assets
|
|
723,565
|
|
|
671,721
|
|
||
Valuation allowance
|
|
(633,591
|
)
|
|
(571,277
|
)
|
||
Net deferred tax assets
|
|
89,974
|
|
|
100,444
|
|
||
Investment in PPA entities
|
|
(13,494
|
)
|
|
(21,587
|
)
|
||
Debt issuance cost
|
|
(4,055
|
)
|
|
(8,586
|
)
|
||
Leased assets
|
|
(65,978
|
)
|
|
(62,681
|
)
|
||
Other items - DTL
|
|
(5,803
|
)
|
|
(6,817
|
)
|
||
Gross deferred tax liabilities
|
|
(89,330
|
)
|
|
(99,671
|
)
|
||
Net deferred tax asset
|
|
$
|
644
|
|
|
$
|
773
|
|
|
|
Years Ended
December 31, |
||||||
|
|
2019
|
|
2018
|
||||
Unrecognized tax benefits beginning balance
|
|
$
|
30,311
|
|
|
$
|
28,331
|
|
Gross decrease for tax positions of prior year
|
|
(93
|
)
|
|
(468
|
)
|
||
Gross increase for tax positions of prior year
|
|
615
|
|
|
353
|
|
||
Gross increase for tax positions of current year
|
|
3,647
|
|
|
2,095
|
|
||
Unrecognized tax benefits end balance
|
|
$
|
34,480
|
|
|
$
|
30,311
|
|
|
|
Years Ended
December 31, |
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
As Restated
|
|
As Revised
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(304,414
|
)
|
|
$
|
(273,540
|
)
|
|
$
|
(276,362
|
)
|
Less: deemed dividend to noncontrolling interest
|
|
(2,454
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss available to Class A and Class B common stockholders
|
|
$
|
(306,868
|
)
|
|
$
|
(273,540
|
)
|
|
$
|
(276,362
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock, basic and diluted
|
|
115,118
|
|
|
53,268
|
|
|
10,248
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss per share available to Class A and Class B common stockholders, basic and diluted
|
|
$
|
(2.67
|
)
|
|
$
|
(5.14
|
)
|
|
$
|
(26.97
|
)
|
|
|
Years Ended
December 31, |
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
|
|
|
|
|
|
|
|||
Convertible and non-convertible redeemable preferred stock and convertible notes
|
|
27,213
|
|
|
27,230
|
|
|
85,476
|
|
Stock options to purchase common stock
|
|
4,631
|
|
|
4,962
|
|
|
2,950
|
|
Convertible redeemable preferred stock warrants
|
|
—
|
|
|
—
|
|
|
60
|
|
Convertible redeemable common stock warrants
|
|
—
|
|
|
—
|
|
|
312
|
|
|
|
31,844
|
|
|
32,192
|
|
|
88,798
|
|
|
|
Years Ended
December 31, |
||||
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
1.7% - 2.6%
|
|
2.5% - 3.1%
|
|
2.0% - 2.1%
|
Expected term (years)
|
|
6.4 - 6.7
|
|
6.2 - 6.7
|
|
6.1 - 6.6
|
Expected dividend yield
|
|
—
|
|
—
|
|
—
|
Expected volatility
|
|
45.7% - 50.2%
|
|
52.4% - 56.1%
|
|
55.6% - 61.0%
|
|
|
Years Ended
December 31, |
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
As Restated
|
|
As Revised
|
||||||
|
|
|
|
|
|
|
||||||
Cost of revenue
|
|
$
|
45,429
|
|
|
$
|
29,680
|
|
|
$
|
6,355
|
|
Research and development
|
|
40,949
|
|
|
39,029
|
|
|
5,560
|
|
|||
Sales and marketing
|
|
32,478
|
|
|
32,284
|
|
|
4,685
|
|
|||
General and administrative
|
|
77,435
|
|
|
67,489
|
|
|
12,501
|
|
|||
|
|
$
|
196,291
|
|
|
$
|
168,482
|
|
|
$
|
29,101
|
|
|
|
Outstanding Options
|
|||||||||||
|
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Remaining
Contractual Life (Years) |
|
Aggregate
Intrinsic Value |
|||||
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
(in thousands)
|
|||||
Balances at December 31, 2017
|
|
11,604,403
|
|
|
$
|
26.42
|
|
|
6.01
|
|
$
|
52,682
|
|
Granted
|
|
4,202,284
|
|
|
19.79
|
|
|
|
|
|
|||
Exercised
|
|
(398,704
|
)
|
|
3.98
|
|
|
|
|
|
|||
Cancelled
|
|
(849,563
|
)
|
|
12.51
|
|
|
|
|
|
|||
Balances at December 31, 2018
|
|
14,558,420
|
|
|
25.93
|
|
|
6.78
|
|
3,084
|
|
||
Granted
|
|
4,956,064
|
|
|
5.6
|
|
|
|
|
|
|||
Exercised
|
|
(358,564
|
)
|
|
4.26
|
|
|
|
|
|
|||
Cancelled
|
|
(1,318,604
|
)
|
|
25.33
|
|
|
|
|
|
|||
Balances at December 31, 2019
|
|
17,837,316
|
|
|
20.76
|
|
|
6.94
|
|
14,964
|
|
||
Vested and expected to vest at December 31, 2019
|
|
17,159,824
|
|
|
21.17
|
|
|
6.85
|
|
13,471
|
|
||
Exercisable at December 31, 2019
|
|
9,161,918
|
|
|
28.82
|
|
|
4.89
|
|
500
|
|
|
|
Number of
Awards
Outstanding
|
|
Weighted
Average Grant
Date Fair
Value
|
|||
|
|
|
|
|
|||
Unvested Balance at December 31, 2017
|
|
3,140,578
|
|
|
$
|
30.95
|
|
Granted
|
|
13,873,506
|
|
|
16.02
|
|
|
Vested
|
|
(17,793
|
)
|
|
19.67
|
|
|
Forfeited
|
|
(211,491
|
)
|
|
21.22
|
|
|
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
|
|
|
|
Year Ended
December 31, |
|||
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
1.5% - 2.6%
|
|
2.2% - 2.7%
|
|
Expected term (years)
|
|
0.5 - 2.0
|
|
0.6 - 2.0
|
|
Expected dividend yield
|
|
—
|
|
—
|
|
Expected volatility
|
|
45.9% - 54.0%
|
|
47.0% - 52.7%
|
|
|
|
December 31,
|
||||||
|
|
2019 1
|
|
2018 2
|
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,894
|
|
|
$
|
5,295
|
|
Restricted cash
|
|
2,244
|
|
|
2,917
|
|
||
Accounts receivable
|
|
4,194
|
|
|
7,516
|
|
||
Customer financing receivable
|
|
5,108
|
|
|
5,594
|
|
||
Prepaid expenses and other current assets
|
|
3,587
|
|
|
4,909
|
|
||
Total current assets
|
|
17,027
|
|
|
26,231
|
|
||
Property and equipment, net
|
|
275,481
|
|
|
399,060
|
|
||
Customer financing receivable, non-current
|
|
50,747
|
|
|
67,082
|
|
||
Restricted cash
|
|
15,045
|
|
|
27,854
|
|
||
Other long-term assets
|
|
607
|
|
|
2,692
|
|
||
Total assets
|
|
$
|
358,907
|
|
|
$
|
522,919
|
|
Liabilities
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
724
|
|
Accrued expenses and other current liabilities
|
|
1,391
|
|
|
1,442
|
|
||
Deferred revenue and customer deposits
|
|
662
|
|
|
786
|
|
||
Current portion of debt
|
|
12,155
|
|
|
21,162
|
|
||
Total current liabilities
|
|
14,208
|
|
|
24,114
|
|
||
Derivative liabilities
|
|
8,459
|
|
|
3,626
|
|
||
Deferred revenue
|
|
6,735
|
|
|
8,696
|
|
||
Long-term portion of debt
|
|
223,267
|
|
|
323,360
|
|
||
Other long-term liabilities
|
|
2,355
|
|
|
1,798
|
|
||
Total liabilities
|
|
$
|
255,024
|
|
|
$
|
361,594
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Bloom Energy
|
|
PPA Entities
|
|
Consolidated
|
|
Bloom Energy
|
|
PPA Entities
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
As Restated
|
|
|
|
As Restated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
$
|
455,680
|
|
|
$
|
17,027
|
|
|
$
|
472,707
|
|
|
$
|
637,703
|
|
|
$
|
26,231
|
|
|
$
|
663,934
|
|
Long-term assets
|
|
508,004
|
|
|
341,880
|
|
|
849,884
|
|
|
361,172
|
|
|
496,688
|
|
|
857,860
|
|
||||||
Total assets
|
|
$
|
963,684
|
|
|
$
|
358,907
|
|
|
$
|
1,322,591
|
|
|
$
|
998,875
|
|
|
$
|
522,919
|
|
|
$
|
1,521,794
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
$
|
234,328
|
|
|
$
|
2,053
|
|
|
$
|
236,381
|
|
|
$
|
224,503
|
|
|
$
|
2,952
|
|
|
$
|
227,455
|
|
Current portion of debt
|
|
325,428
|
|
|
12,155
|
|
|
337,583
|
|
|
8,686
|
|
|
21,162
|
|
|
29,848
|
|
||||||
Long-term liabilities
|
|
599,709
|
|
|
17,549
|
|
|
617,258
|
|
|
499,177
|
|
|
14,120
|
|
|
513,297
|
|
||||||
Long-term portion of debt
|
|
75,962
|
|
|
223,267
|
|
|
299,229
|
|
|
388,073
|
|
|
323,360
|
|
|
711,433
|
|
||||||
Total liabilities
|
|
$
|
1,235,427
|
|
|
$
|
255,024
|
|
|
$
|
1,490,451
|
|
|
$
|
1,120,439
|
|
|
$
|
361,594
|
|
|
$
|
1,482,033
|
|
|
Operating Leases Obligations
|
|
Financing Obligations
|
|
Sublease Payments1
|
||||||
2020
|
$
|
7,250
|
|
|
$
|
37,840
|
|
|
$
|
(37,840
|
)
|
2021
|
5,495
|
|
|
38,726
|
|
|
(38,726
|
)
|
|||
2022
|
4,168
|
|
|
39,680
|
|
|
(39,680
|
)
|
|||
2023
|
4,230
|
|
|
40,582
|
|
|
(40,582
|
)
|
|||
2024
|
4,357
|
|
|
38,442
|
|
|
(38,442
|
)
|
|||
Thereafter
|
17,913
|
|
|
117,592
|
|
|
(117,592
|
)
|
|||
Total lease payments
|
$
|
43,413
|
|
|
312,862
|
|
|
$
|
(312,862
|
)
|
|
Less: imputed interest
|
|
|
(184,184
|
)
|
|
|
|||||
Total lease obligations
|
|
|
128,678
|
|
|
|
|||||
Less: current obligations
|
|
|
(10,993
|
)
|
|
|
|||||
Long-term lease obligations
|
|
|
$
|
117,685
|
|
|
|
|
|
Unpaid
Principal Balance |
|
Net Carrying Value
|
||||||||||||
|
|
|
Current
|
|
Long-
Term |
|
Total
|
|||||||||
|
|
|
|
|
|
|
|
|
||||||||
Recourse debt from related parties:
|
|
|
|
|
|
|
|
|
||||||||
6% convertible promissory notes due December 2020 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
|
|
|
|
Unpaid
Principal Balance |
|
Net Carrying Value
|
||||||||||||
|
|
|
Current
|
|
Long-
Term |
|
Total
|
|||||||||
|
|
|
|
|
|
|
|
|
||||||||
Recourse debt from related parties:
|
|
|
|
|
|
|
|
|
||||||||
6% convertible promissory notes due December 2020 from related parties
|
|
$
|
27,734
|
|
|
$
|
—
|
|
|
$
|
27,734
|
|
|
$
|
27,734
|
|
Non-recourse debt from related parties:
|
|
|
|
|
|
|
|
|
||||||||
7.5% term loan due September 2028 from related parties
|
|
40,538
|
|
|
2,200
|
|
|
34,119
|
|
|
36,319
|
|
||||
Total debt from related parties
|
|
$
|
68,272
|
|
|
$
|
2,200
|
|
|
$
|
61,853
|
|
|
$
|
64,053
|
|
•
|
Increase the interest rate of the Convertible Notes to 10% per annum,
|
•
|
Extend the maturity date of the Convertible Notes to December 1, 2021, except that $70.0 million will remain due and payable on September 1, 2020;
|
•
|
Amend the conversion price applicable to the Convertible Notes to $8.00, representing an initial conversion rate of 125.0000 shares of Class B Common Stock per $1,000 principal amount of Notes (subject to customary adjustments);
|
•
|
Add covenants relating to, among other things, the redemption of the Convertible Notes with the proceeds of certain transactions (including equity and debt financings or sales of intellectual property), repayment of outstanding indebtedness and restricted payments and a provision requiring KR Sridhar to remain as CEO of Bloom Energy unless caused by illness, incapacity or death;
|
•
|
Release certain collateral securing the Convertible Notes that will secure the Senior Secured Notes; and
|
•
|
Require that we repay at least $70.0 million of the Convertible Notes on or before September 1, 2020.
|
|
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
Dec. 31
|
|
Sept. 30
|
|
June 30
|
|
March 31
|
|
Dec. 31
|
|
Sept. 30
|
|
June 30
|
|
March 31
|
||||||||||||||||
|
|
|
|
As Restated and Recast
|
|
As Restated
|
|
As Revised
|
||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Product
|
|
$
|
158,427
|
|
|
$
|
163,902
|
|
|
$
|
144,081
|
|
|
$
|
90,926
|
|
|
$
|
103,937
|
|
|
$
|
102,433
|
|
|
$
|
78,497
|
|
|
$
|
115,771
|
|
Installation
|
|
14,429
|
|
|
21,102
|
|
|
13,076
|
|
|
12,219
|
|
|
11,066
|
|
|
24,691
|
|
|
19,643
|
|
|
12,795
|
|
||||||||
Service
|
|
25,628
|
|
|
23,665
|
|
|
23,026
|
|
|
23,467
|
|
|
21,778
|
|
|
21,056
|
|
|
20,299
|
|
|
20,134
|
|
||||||||
Electricity
|
|
15,059
|
|
|
15,638
|
|
|
20,143
|
|
|
20,389
|
|
|
20,364
|
|
|
20,439
|
|
|
19,863
|
|
|
19,882
|
|
||||||||
Total revenue
|
|
213,543
|
|
|
224,307
|
|
|
200,326
|
|
|
147,001
|
|
|
157,145
|
|
|
168,619
|
|
|
138,302
|
|
|
168,582
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Product
|
|
141,782
|
|
|
91,697
|
|
|
113,228
|
|
|
88,772
|
|
|
86,154
|
|
|
69,053
|
|
|
49,603
|
|
|
76,465
|
|
||||||||
Installation
|
|
16,901
|
|
|
26,141
|
|
|
17,685
|
|
|
15,760
|
|
|
20,651
|
|
|
35,506
|
|
|
29,951
|
|
|
9,198
|
|
||||||||
Service
|
|
17,127
|
|
|
36,427
|
|
|
18,763
|
|
|
27,921
|
|
|
31,818
|
|
|
24,470
|
|
|
19,702
|
|
|
24,699
|
|
||||||||
Electricity
|
|
12,785
|
|
|
27,317
|
|
|
22,300
|
|
|
12,984
|
|
|
11,601
|
|
|
12,180
|
|
|
12,062
|
|
|
13,785
|
|
||||||||
Total cost of revenue
|
|
188,595
|
|
|
181,582
|
|
|
171,976
|
|
|
145,437
|
|
|
150,224
|
|
|
141,209
|
|
|
111,318
|
|
|
124,147
|
|
||||||||
Gross profit
|
|
24,948
|
|
|
42,725
|
|
|
28,350
|
|
|
1,564
|
|
|
6,921
|
|
|
27,410
|
|
|
26,984
|
|
|
44,435
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
|
22,148
|
|
|
23,389
|
|
|
29,772
|
|
|
28,859
|
|
|
32,970
|
|
|
27,021
|
|
|
14,413
|
|
|
14,731
|
|
||||||||
Sales and marketing
|
|
17,357
|
|
|
17,649
|
|
|
18,194
|
|
|
20,373
|
|
|
24,951
|
|
|
21,396
|
|
|
8,167
|
|
|
8,293
|
|
||||||||
General and administrative
|
|
33,315
|
|
|
36,599
|
|
|
43,662
|
|
|
39,074
|
|
|
47,471
|
|
|
40,999
|
|
|
15,359
|
|
|
14,988
|
|
||||||||
Total operating expenses
|
|
72,820
|
|
|
77,637
|
|
|
91,628
|
|
|
88,306
|
|
|
105,392
|
|
|
89,416
|
|
|
37,939
|
|
|
38,012
|
|
||||||||
Income (loss) from operations
|
|
(47,872
|
)
|
|
(34,912
|
)
|
|
(63,278
|
)
|
|
(86,742
|
)
|
|
(98,471
|
)
|
|
(62,006
|
)
|
|
(10,955
|
)
|
|
6,423
|
|
||||||||
Interest income
|
|
862
|
|
|
1,214
|
|
|
1,700
|
|
|
1,885
|
|
|
1,996
|
|
|
1,467
|
|
|
444
|
|
|
415
|
|
||||||||
Interest expense
|
|
(21,635
|
)
|
|
(21,323
|
)
|
|
(22,722
|
)
|
|
(21,800
|
)
|
|
(21,757
|
)
|
|
(22,125
|
)
|
|
(27,147
|
)
|
|
(25,992
|
)
|
||||||||
Interest expense to related parties
|
|
(1,933
|
)
|
|
(1,605
|
)
|
|
(1,606
|
)
|
|
(1,612
|
)
|
|
(1,628
|
)
|
|
(1,966
|
)
|
|
(2,672
|
)
|
|
(2,627
|
)
|
||||||||
Other income (expense), net
|
|
138
|
|
|
525
|
|
|
(222
|
)
|
|
265
|
|
|
636
|
|
|
(705
|
)
|
|
(855
|
)
|
|
(75
|
)
|
||||||||
Gain (loss) on revaluation of warrant liabilities and embedded derivatives
|
|
(540
|
)
|
|
(540
|
)
|
|
(540
|
)
|
|
(540
|
)
|
|
192
|
|
|
900
|
|
|
(19,197
|
)
|
|
(4,034
|
)
|
||||||||
Loss before income taxes
|
|
(70,980
|
)
|
|
(56,641
|
)
|
|
(86,668
|
)
|
|
(108,544
|
)
|
|
(119,032
|
)
|
|
(84,435
|
)
|
|
(60,382
|
)
|
|
(25,890
|
)
|
||||||||
Income tax provision (benefit)
|
|
31
|
|
|
136
|
|
|
258
|
|
|
208
|
|
|
1,079
|
|
|
(3
|
)
|
|
128
|
|
|
333
|
|
||||||||
Net loss
|
|
(71,011
|
)
|
|
(56,777
|
)
|
|
(86,926
|
)
|
|
(108,752
|
)
|
|
(120,111
|
)
|
|
(84,432
|
)
|
|
(60,510
|
)
|
|
(26,223
|
)
|
||||||||
Less: net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(5,178
|
)
|
|
(5,027
|
)
|
|
(5,015
|
)
|
|
(3,832
|
)
|
|
(4,662
|
)
|
|
(3,930
|
)
|
|
(4,512
|
)
|
|
(4,632
|
)
|
||||||||
Net loss attributable to Class A and Class B common stockholders
|
|
(65,833
|
)
|
|
(51,750
|
)
|
|
(81,911
|
)
|
|
(104,920
|
)
|
|
(115,449
|
)
|
|
(80,502
|
)
|
|
(55,998
|
)
|
|
(21,591
|
)
|
||||||||
Less: deemed dividend to noncontrolling interest
|
|
(2,454
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net loss available to Class A and Class B common stockholders
|
|
$
|
(68,287
|
)
|
|
$
|
(51,750
|
)
|
|
$
|
(81,911
|
)
|
|
$
|
(104,920
|
)
|
|
$
|
(115,449
|
)
|
|
$
|
(80,502
|
)
|
|
$
|
(55,998
|
)
|
|
$
|
(21,591
|
)
|
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted
|
|
$
|
(0.58
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(1.06
|
)
|
|
$
|
(0.99
|
)
|
|
$
|
(5.31
|
)
|
|
$
|
(2.08
|
)
|
Weighted average shares used to compute net loss per share attributable to Class A and Class B common stockholders, basic and diluted
|
|
118,588
|
|
|
116,330
|
|
|
113,624
|
|
|
111,842
|
|
|
109,416
|
|
|
81,321
|
|
|
10,536
|
|
|
10,404
|
|
|
|
March 31, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
320,414
|
|
|
$
|
—
|
|
|
$
|
320,414
|
|
|
$
|
—
|
|
|
$
|
320,414
|
|
Restricted cash
|
|
18,419
|
|
|
—
|
|
|
18,419
|
|
|
—
|
|
|
18,419
|
|
|||||
Accounts receivable
|
|
84,070
|
|
|
3,995
|
|
1
|
88,065
|
|
|
(2,418
|
)
|
|
85,647
|
|
|||||
Inventories
|
|
116,544
|
|
|
3,327
|
|
2
|
119,871
|
|
|
—
|
|
|
119,871
|
|
|||||
Deferred cost of revenue
|
|
66,316
|
|
|
(13,405
|
)
|
3
|
52,911
|
|
|
—
|
|
|
52,911
|
|
|||||
Customer financing receivable
|
|
5,717
|
|
|
—
|
|
|
5,717
|
|
|
—
|
|
|
5,717
|
|
|||||
Prepaid expenses and other current assets
|
|
28,362
|
|
|
1,582
|
|
4
|
29,944
|
|
|
129
|
|
|
30,073
|
|
|||||
Total current assets
|
|
639,842
|
|
|
(4,501
|
)
|
|
635,341
|
|
|
(2,289
|
)
|
|
633,052
|
|
|||||
Property, plant and equipment, net
|
|
475,385
|
|
|
236,246
|
|
5
|
711,631
|
|
|
—
|
|
|
711,631
|
|
|||||
Customer financing receivable, non-current
|
|
65,620
|
|
|
—
|
|
|
65,620
|
|
|
—
|
|
|
65,620
|
|
|||||
Restricted cash (noncurrent)
|
|
31,101
|
|
|
—
|
|
|
31,101
|
|
|
—
|
|
|
31,101
|
|
|||||
Deferred cost of revenue, non-current
|
|
72,516
|
|
|
(70,583
|
)
|
3
|
1,933
|
|
|
—
|
|
|
1,933
|
|
|||||
Other long-term assets
|
|
34,386
|
|
|
8,486
|
|
6
|
42,872
|
|
|
2,575
|
|
|
45,447
|
|
|||||
Total assets
|
|
$
|
1,318,850
|
|
|
$
|
169,648
|
|
|
$
|
1,488,498
|
|
|
$
|
286
|
|
|
$
|
1,488,784
|
|
Liabilities, Redeemable Noncontrolling Interest, Stockholders’ Deficit and Noncontrolling Interest
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
64,425
|
|
|
$
|
—
|
|
|
$
|
64,425
|
|
|
$
|
—
|
|
|
$
|
64,425
|
|
Accrued warranty
|
|
16,736
|
|
|
(1,219
|
)
|
7
|
15,517
|
|
|
(1,280
|
)
|
|
14,237
|
|
|||||
Accrued expenses and other current liabilities
|
|
67,966
|
|
|
(3,893
|
)
|
8
|
64,073
|
|
|
—
|
|
|
64,073
|
|
|||||
Financing obligations
|
|
—
|
|
|
8,819
|
|
10
|
8,819
|
|
|
—
|
|
|
8,819
|
|
|||||
Deferred revenue and customer deposits
|
|
89,557
|
|
|
(16,153
|
)
|
11
|
73,404
|
|
|
1,665
|
|
|
75,069
|
|
|||||
Current portion of recourse debt
|
|
15,683
|
|
|
—
|
|
|
15,683
|
|
|
—
|
|
|
15,683
|
|
|||||
Current portion of non-recourse debt
|
|
19,486
|
|
|
—
|
|
|
19,486
|
|
|
—
|
|
|
19,486
|
|
|||||
Current portion of non-recourse debt from related parties
|
|
2,341
|
|
|
—
|
|
|
2,341
|
|
|
—
|
|
|
2,341
|
|
|||||
Total current liabilities
|
|
276,194
|
|
|
(12,446
|
)
|
|
263,748
|
|
|
385
|
|
|
264,133
|
|
|||||
Derivative liabilities
|
|
11,166
|
|
|
4,556
|
|
|
15,722
|
|
|
—
|
|
|
15,722
|
|
|||||
Deferred revenue and customer deposits, net of current portion
|
|
201,863
|
|
|
(115,432
|
)
|
11
|
86,431
|
|
|
17,320
|
|
|
103,751
|
|
|||||
Financing obligations, non-current
|
|
—
|
|
|
394,037
|
|
10
|
394,037
|
|
|
—
|
|
|
394,037
|
|
|||||
Long-term portion of recourse debt
|
|
357,876
|
|
|
—
|
|
|
357,876
|
|
|
—
|
|
|
357,876
|
|
|||||
Long-term portion of non-recourse debt
|
|
284,541
|
|
|
—
|
|
|
284,541
|
|
|
—
|
|
|
284,541
|
|
|||||
Long-term portion of recourse debt from related parties
|
|
27,734
|
|
|
—
|
|
|
27,734
|
|
|
—
|
|
|
27,734
|
|
|||||
Long-term portion of non-recourse debt from related parties
|
|
33,417
|
|
|
—
|
|
|
33,417
|
|
|
—
|
|
|
33,417
|
|
|
|
March 31, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Other long-term liabilities
|
|
58,032
|
|
|
(29,062
|
)
|
8
|
28,970
|
|
|
—
|
|
|
28,970
|
|
|||||
Total liabilities
|
|
1,250,823
|
|
|
241,653
|
|
|
1,492,476
|
|
|
17,705
|
|
|
1,510,181
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable noncontrolling interest
|
|
58,802
|
|
|
—
|
|
|
58,802
|
|
|
—
|
|
|
58,802
|
|
|||||
Stockholders’ deficit:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Additional paid-in capital
|
|
2,551,256
|
|
|
755
|
|
12
|
2,552,011
|
|
|
—
|
|
|
2,552,011
|
|
|||||
Accumulated other comprehensive income
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Accumulated deficit
|
|
(2,656,711
|
)
|
|
(72,760
|
)
|
|
(2,729,471
|
)
|
|
(17,419
|
)
|
|
(2,746,890
|
)
|
|||||
Total stockholders’ deficit
|
|
(105,439
|
)
|
|
(72,005
|
)
|
|
(177,444
|
)
|
|
(17,419
|
)
|
|
(194,863
|
)
|
|||||
Noncontrolling interest
|
|
114,664
|
|
|
—
|
|
|
114,664
|
|
|
—
|
|
|
114,664
|
|
|||||
Total liabilities, redeemable noncontrolling interest, stockholders' deficit and noncontrolling interest
|
|
$
|
1,318,850
|
|
|
$
|
169,648
|
|
|
$
|
1,488,498
|
|
|
$
|
286
|
|
|
$
|
1,488,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Common stock
|
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Additional paid-in capital
|
|
2,603,279
|
|
|
755
|
|
12
|
2,604,034
|
|
|
—
|
|
|
2,604,034
|
|
|||||
Accumulated other comprehensive loss
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
|||||
Accumulated deficit
|
|
(2,718,927
|
)
|
|
(82,696
|
)
|
|
(2,801,623
|
)
|
|
(27,178
|
)
|
|
(2,828,801
|
)
|
|||||
Total stockholders’ deficit
|
|
(115,785
|
)
|
|
(81,941
|
)
|
|
(197,726
|
)
|
|
(27,178
|
)
|
|
(224,904
|
)
|
|||||
Noncontrolling interest
|
|
104,072
|
|
|
—
|
|
|
104,072
|
|
|
—
|
|
|
104,072
|
|
|||||
Total liabilities, redeemable noncontrolling interest, stockholders' deficit and noncontrolling interest
|
|
$
|
1,222,579
|
|
|
$
|
189,652
|
|
|
$
|
1,412,231
|
|
|
$
|
456
|
|
|
$
|
1,412,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Revision Impacts
|
|
As Revised
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
88,227
|
|
|
$
|
—
|
|
|
$
|
88,227
|
|
Restricted cash
|
|
22,998
|
|
|
—
|
|
|
22,998
|
|
|||
Short-term investments
|
|
20,138
|
|
|
—
|
|
|
20,138
|
|
|||
Accounts receivable
|
|
58,520
|
|
|
3,476
|
|
1
|
61,996
|
|
|||
Inventories
|
|
97,079
|
|
|
(3,047
|
)
|
2
|
94,032
|
|
|||
Deferred cost of revenue
|
|
81,229
|
|
|
(37,814
|
)
|
3
|
43,415
|
|
|||
Customer financing receivable
|
|
5,303
|
|
|
—
|
|
|
5,303
|
|
|||
Prepaid expenses and other current assets
|
|
27,836
|
|
|
1,108
|
|
4
|
28,944
|
|
|||
Total current assets
|
|
401,330
|
|
|
(36,277
|
)
|
|
365,053
|
|
|||
Property, plant and equipment, net
|
|
487,169
|
|
|
215,059
|
|
5
|
702,228
|
|
|||
Customer financing receivable, non-current
|
|
71,337
|
|
|
—
|
|
|
71,337
|
|
|||
Restricted cash (noncurrent)
|
|
32,367
|
|
|
—
|
|
|
32,367
|
|
|||
Deferred cost of revenue, non-current
|
|
155,658
|
|
|
(155,605
|
)
|
3
|
53
|
|
|||
Other long-term assets
|
|
36,773
|
|
|
6,406
|
|
6
|
43,179
|
|
|||
Total assets
|
|
$
|
1,184,634
|
|
|
$
|
29,583
|
|
|
$
|
1,214,217
|
|
Liabilities, Convertible Redeemable Preferred Stock, Redeemable Noncontrolling Interest, Stockholders’ Deficit and Noncontrolling Interest
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
47,755
|
|
|
$
|
—
|
|
|
$
|
47,755
|
|
Accrued warranty
|
|
16,723
|
|
|
(329
|
)
|
7
|
16,394
|
|
|||
Accrued expenses and other current liabilities
|
|
57,683
|
|
|
(4,029
|
)
|
8
|
53,654
|
|
|||
Financing obligations
|
|
—
|
|
|
6,556
|
|
10
|
6,556
|
|
|||
Deferred revenue and customer deposits
|
|
99,449
|
|
|
(27,963
|
)
|
11
|
71,486
|
|
|||
Current portion of recourse debt
|
|
6,017
|
|
|
—
|
|
|
6,017
|
|
|||
Current portion of non-recourse debt
|
|
17,583
|
|
|
—
|
|
|
17,583
|
|
|||
Current portion of non-recourse debt from related parties
|
|
1,525
|
|
|
—
|
|
|
1,525
|
|
|||
Total current liabilities
|
|
246,735
|
|
|
(25,765
|
)
|
|
220,970
|
|
|||
Preferred stock warrant liabilities
|
|
6,554
|
|
|
—
|
|
|
6,554
|
|
|||
Derivative liabilities
|
|
163,854
|
|
|
4,217
|
|
|
168,071
|
|
|||
Deferred revenue and customer deposits, net of current portion
|
|
306,153
|
|
|
(216,652
|
)
|
11
|
89,501
|
|
|||
Financing obligations, non-current
|
|
—
|
|
|
321,682
|
|
10
|
321,682
|
|
|||
Long-term portion of recourse debt
|
|
517,483
|
|
|
—
|
|
|
517,483
|
|
|||
Long-term portion of non-recourse debt
|
|
302,345
|
|
|
—
|
|
|
302,345
|
|
|||
Long-term portion of recourse debt from related parties
|
|
70,202
|
|
|
—
|
|
|
70,202
|
|
|||
Long-term portion of non-recourse debt from related parties
|
|
35,312
|
|
|
—
|
|
|
35,312
|
|
|||
Other long-term liabilities
|
|
51,860
|
|
|
(30,107
|
)
|
8
|
21,753
|
|
|||
Total liabilities
|
|
1,700,498
|
|
|
53,375
|
|
|
1,753,873
|
|
|||
|
|
|
|
|
|
|
|
|
March 31, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Revision Impacts
|
|
As Revised
|
||||||
Redeemable noncontrolling interest
|
|
58,176
|
|
|
—
|
|
|
58,176
|
|
|||
Convertible redeemable preferred stock
|
|
1,465,841
|
|
|
—
|
|
|
1,465,841
|
|
|||
Stockholders’ deficit:
|
|
|
|
|
|
|
||||||
Common stock
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Additional paid-in capital
|
|
158,605
|
|
|
—
|
|
|
158,605
|
|
|||
Accumulated other comprehensive income
|
|
117
|
|
|
—
|
|
|
117
|
|
|||
Accumulated deficit
|
|
(2,348,363
|
)
|
|
(23,792
|
)
|
|
(2,372,155
|
)
|
|||
Total stockholders’ deficit
|
|
(2,189,640
|
)
|
|
(23,792
|
)
|
|
(2,213,432
|
)
|
|||
Noncontrolling interest
|
|
149,759
|
|
|
—
|
|
|
149,759
|
|
|||
Total liabilities, redeemable noncontrolling interest, convertible redeemable preferred stock, stockholders' deficit and noncontrolling interest
|
|
$
|
1,184,634
|
|
|
$
|
29,583
|
|
|
$
|
1,214,217
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
91,596
|
|
|
$
|
—
|
|
|
$
|
91,596
|
|
Restricted cash
|
|
25,860
|
|
|
—
|
|
|
25,860
|
|
|||
Short-term investments
|
|
15,703
|
|
|
—
|
|
|
15,703
|
|
|||
Accounts receivable
|
|
36,804
|
|
|
3,638
|
|
1
|
40,442
|
|
|||
Inventories
|
|
136,433
|
|
|
(7,149
|
)
|
2
|
129,284
|
|
|||
Deferred cost of revenue
|
|
55,476
|
|
|
(19,822
|
)
|
3
|
35,654
|
|
|||
Customer financing receivable
|
|
5,398
|
|
|
—
|
|
|
5,398
|
|
|||
Prepaid expenses and other current assets
|
|
23,003
|
|
|
1,817
|
|
4
|
24,820
|
|
|||
Total current assets
|
|
390,273
|
|
|
(21,516
|
)
|
|
368,757
|
|
|||
Property, plant and equipment, net
|
|
477,765
|
|
|
219,579
|
|
5
|
697,344
|
|
|||
Customer financing receivable, non-current
|
|
69,963
|
|
|
—
|
|
|
69,963
|
|
|||
Restricted cash (noncurrent)
|
|
32,416
|
|
|
—
|
|
|
32,416
|
|
|||
Deferred cost of revenue, non-current
|
|
148,934
|
|
|
(148,874
|
)
|
3
|
60
|
|
|||
Other long-term assets
|
|
38,386
|
|
|
6,855
|
|
6
|
45,241
|
|
|||
Total assets
|
|
$
|
1,157,737
|
|
|
$
|
56,044
|
|
|
$
|
1,213,781
|
|
Liabilities, Redeemable Noncontrolling Interest, convertible redeemable preferred stock, Stockholders’ Deficit and Noncontrolling Interest
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
53,798
|
|
|
$
|
—
|
|
|
$
|
53,798
|
|
Accrued warranty
|
|
14,928
|
|
|
(641
|
)
|
7
|
14,287
|
|
|||
Accrued expenses and other current liabilities
|
|
54,832
|
|
|
(4,900
|
)
|
8
|
49,932
|
|
|||
Financing obligations
|
|
—
|
|
|
6,792
|
|
10
|
6,792
|
|
|||
Deferred revenue and customer deposits
|
|
94,582
|
|
|
(28,528
|
)
|
11
|
66,054
|
|
|||
Current portion of recourse debt
|
|
10,351
|
|
|
—
|
|
|
10,351
|
|
|||
Current portion of non-recourse debt
|
|
18,025
|
|
|
—
|
|
|
18,025
|
|
|||
Current portion of non-recourse debt from related parties
|
|
1,630
|
|
|
—
|
|
|
1,630
|
|
|||
Total current liabilities
|
|
248,146
|
|
|
(27,277
|
)
|
|
220,869
|
|
|||
Preferred stock warrant liabilities
|
|
2,369
|
|
|
—
|
|
|
2,369
|
|
|||
Derivative liabilities
|
|
188,199
|
|
|
4,217
|
|
|
192,416
|
|
|||
Deferred revenue and customer deposits, net of current portion
|
|
301,550
|
|
|
(212,920
|
)
|
11
|
88,630
|
|
|||
Financing obligations, non-current
|
|
—
|
|
|
356,727
|
|
10
|
356,727
|
|
|||
Long-term portion of recourse debt
|
|
524,934
|
|
|
—
|
|
|
524,934
|
|
|||
Long-term portion of non-recourse debt
|
|
298,048
|
|
|
—
|
|
|
298,048
|
|
|||
Long-term portion of recourse debt from related parties
|
|
72,087
|
|
|
—
|
|
|
72,087
|
|
|||
Long-term portion of non-recourse debt from related parties
|
|
35,054
|
|
|
—
|
|
|
35,054
|
|
|||
Other long-term liabilities
|
|
52,153
|
|
|
(30,589
|
)
|
8
|
21,564
|
|
|||
Total liabilities
|
|
1,722,540
|
|
|
90,158
|
|
|
1,812,698
|
|
|||
|
|
|
|
|
|
|
|
|
June 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Redeemable noncontrolling interest
|
|
54,940
|
|
|
—
|
|
|
54,940
|
|
|||
Convertible redeemable preferred stock
|
|
1,465,841
|
|
|
—
|
|
|
1,465,841
|
|
|||
Stockholders’ deficit:
|
|
|
|
|
|
|
||||||
Common stock
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Additional paid-in capital
|
|
166,805
|
|
|
—
|
|
|
166,805
|
|
|||
Accumulated other comprehensive income
|
|
217
|
|
|
—
|
|
|
217
|
|
|||
Accumulated deficit
|
|
(2,394,040
|
)
|
|
(34,114
|
)
|
|
(2,428,154
|
)
|
|||
Total stockholders’ deficit
|
|
(2,227,017
|
)
|
|
(34,114
|
)
|
|
(2,261,131
|
)
|
|||
Noncontrolling interest
|
|
141,433
|
|
|
—
|
|
|
141,433
|
|
|||
Total liabilities, redeemable noncontrolling interest, convertible redeemable preferred stock, stockholders' deficit and noncontrolling interest
|
|
$
|
1,157,737
|
|
|
$
|
56,044
|
|
|
$
|
1,213,781
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
395,516
|
|
|
$
|
—
|
|
|
$
|
395,516
|
|
Restricted cash
|
|
17,931
|
|
|
—
|
|
|
17,931
|
|
|||
Short-term investments
|
|
4,494
|
|
|
—
|
|
|
4,494
|
|
|||
Accounts receivable
|
|
41,485
|
|
|
3,776
|
|
1
|
45,261
|
|
|||
Inventories
|
|
134,725
|
|
|
3,053
|
|
2
|
137,778
|
|
|||
Deferred cost of revenue
|
|
66,009
|
|
|
(20,826
|
)
|
3
|
45,183
|
|
|||
Customer financing receivable
|
|
5,496
|
|
|
—
|
|
|
5,496
|
|
|||
Prepaid expenses and other current assets
|
|
32,876
|
|
|
3,623
|
|
4
|
36,499
|
|
|||
Total current assets
|
|
698,532
|
|
|
(10,374
|
)
|
|
688,158
|
|
|||
Property, plant and equipment, net
|
|
471,074
|
|
|
227,049
|
|
5
|
698,123
|
|
|||
Customer financing receivable, non-current
|
|
68,535
|
|
|
—
|
|
|
68,535
|
|
|||
Restricted cash (noncurrent)
|
|
30,779
|
|
|
—
|
|
|
30,779
|
|
|||
Deferred cost of revenue, non-current
|
|
139,217
|
|
|
(139,172
|
)
|
3
|
45
|
|
|||
Other long-term assets
|
|
37,008
|
|
|
7,389
|
|
6
|
44,397
|
|
|||
Total assets
|
|
$
|
1,445,145
|
|
|
$
|
84,892
|
|
|
$
|
1,530,037
|
|
Liabilities, Redeemable Noncontrolling Interest, Stockholders’ Deficit and Noncontrolling Interest
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
59,818
|
|
|
$
|
—
|
|
|
$
|
59,818
|
|
Accrued warranty
|
|
17,975
|
|
|
(663
|
)
|
7
|
17,312
|
|
|||
Accrued expenses and other current liabilities
|
|
66,873
|
|
|
(2,887
|
)
|
8
|
63,986
|
|
|||
Financing obligations
|
|
—
|
|
|
7,780
|
|
10
|
7,780
|
|
|||
Deferred revenue and customer deposits
|
|
105,265
|
|
|
(32,527
|
)
|
11
|
72,738
|
|
|||
Current portion of recourse debt
|
|
1,686
|
|
|
—
|
|
|
1,686
|
|
|||
Current portion of non-recourse debt
|
|
18,499
|
|
|
—
|
|
|
18,499
|
|
|||
Current portion of non-recourse debt from related parties
|
|
1,737
|
|
|
—
|
|
|
1,737
|
|
|||
Total current liabilities
|
|
271,853
|
|
|
(28,297
|
)
|
|
243,556
|
|
|||
Derivative liabilities
|
|
9,441
|
|
|
4,217
|
|
|
13,658
|
|
|||
Deferred revenue and customer deposits, net of current portion
|
|
290,481
|
|
|
(201,277
|
)
|
11
|
89,204
|
|
|||
Financing obligations, non-current
|
|
—
|
|
|
375,254
|
|
10
|
375,254
|
|
|||
Long-term portion of recourse debt
|
|
358,363
|
|
|
—
|
|
|
358,363
|
|
|||
Long-term portion of non-recourse debt
|
|
293,593
|
|
|
—
|
|
|
293,593
|
|
|||
Long-term portion of recourse debt from related parties
|
|
32,168
|
|
|
—
|
|
|
32,168
|
|
|||
Long-term portion of non-recourse debt from related parties
|
|
34,765
|
|
|
—
|
|
|
34,765
|
|
|||
Other long-term liabilities
|
|
48,161
|
|
|
(29,724
|
)
|
8
|
18,437
|
|
|||
Total liabilities
|
|
1,338,825
|
|
|
120,173
|
|
|
1,458,998
|
|
|
|
September 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
|
56,446
|
|
|
—
|
|
|
56,446
|
|
|||
Stockholders’ deficit:
|
|
|
|
|
|
|
||||||
Common stock
|
|
11
|
|
|
—
|
|
|
11
|
|
|||
Additional paid-in capital
|
|
2,387,361
|
|
|
755
|
|
12
|
2,388,116
|
|
|||
Accumulated other comprehensive income
|
|
272
|
|
|
—
|
|
|
272
|
|
|||
Accumulated deficit
|
|
(2,472,619
|
)
|
|
(36,036
|
)
|
|
(2,508,655
|
)
|
|||
Total stockholders’ deficit
|
|
(84,975
|
)
|
|
(35,281
|
)
|
|
(120,256
|
)
|
|||
Noncontrolling interest
|
|
134,849
|
|
|
—
|
|
|
134,849
|
|
|||
Total liabilities, redeemable noncontrolling interest, stockholders' deficit and noncontrolling interest
|
|
$
|
1,445,145
|
|
|
$
|
84,892
|
|
|
$
|
1,530,037
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
$
|
179,899
|
|
|
$
|
(22,757
|
)
|
a
|
$
|
157,142
|
|
|
$
|
(13,061
|
)
|
|
$
|
144,081
|
|
Installation
|
|
17,285
|
|
|
(5,900
|
)
|
a
|
11,385
|
|
|
1,691
|
|
|
13,076
|
|
|||||
Service
|
|
23,659
|
|
|
(586
|
)
|
a
|
23,073
|
|
|
(47
|
)
|
|
23,026
|
|
|||||
Electricity
|
|
12,939
|
|
|
7,204
|
|
a
|
20,143
|
|
|
—
|
|
|
20,143
|
|
|||||
Total revenue
|
|
233,782
|
|
|
(22,039
|
)
|
|
211,743
|
|
|
(11,417
|
)
|
|
200,326
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
131,952
|
|
|
(19,005
|
)
|
c, d
|
112,947
|
|
|
281
|
|
|
113,228
|
|
|||||
Installation
|
|
22,116
|
|
|
(4,431
|
)
|
c
|
17,685
|
|
|
—
|
|
|
17,685
|
|
|||||
Service
|
|
19,599
|
|
|
920
|
|
b, d
|
20,519
|
|
|
(1,756
|
)
|
|
18,763
|
|
|||||
Electricity
|
|
18,442
|
|
|
3,858
|
|
c
|
22,300
|
|
|
—
|
|
|
22,300
|
|
|||||
Total cost of revenue
|
|
192,109
|
|
|
(18,658
|
)
|
|
173,451
|
|
|
(1,475
|
)
|
|
171,976
|
|
|||||
Gross profit
|
|
41,673
|
|
|
(3,381
|
)
|
|
38,292
|
|
|
(9,942
|
)
|
|
28,350
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
29,772
|
|
|
—
|
|
|
29,772
|
|
|
—
|
|
|
29,772
|
|
|||||
Sales and marketing
|
|
18,359
|
|
|
17
|
|
e
|
18,376
|
|
|
(182
|
)
|
|
18,194
|
|
|||||
General and administrative
|
|
43,662
|
|
|
—
|
|
|
43,662
|
|
|
—
|
|
|
43,662
|
|
|||||
Total operating expenses
|
|
91,793
|
|
|
17
|
|
|
91,810
|
|
|
(182
|
)
|
|
91,628
|
|
|||||
Loss from operations
|
|
(50,120
|
)
|
|
(3,398
|
)
|
|
(53,518
|
)
|
|
(9,760
|
)
|
|
(63,278
|
)
|
|||||
Interest income
|
|
1,700
|
|
|
—
|
|
|
1,700
|
|
|
—
|
|
|
1,700
|
|
|||||
Interest expense
|
|
(16,725
|
)
|
|
(5,997
|
)
|
f
|
(22,722
|
)
|
|
—
|
|
|
(22,722
|
)
|
|||||
Interest expense to related parties
|
|
(1,606
|
)
|
|
—
|
|
|
(1,606
|
)
|
|
—
|
|
|
(1,606
|
)
|
|||||
Other income (expense), net
|
|
(222
|
)
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
(222
|
)
|
|||||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
—
|
|
|
(540
|
)
|
g
|
(540
|
)
|
|
—
|
|
|
(540
|
)
|
|||||
Loss before income taxes
|
|
(66,973
|
)
|
|
(9,935
|
)
|
|
(76,908
|
)
|
|
(9,760
|
)
|
|
(86,668
|
)
|
|||||
Income tax provision
|
|
258
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
|||||
Net loss
|
|
(67,231
|
)
|
|
(9,935
|
)
|
|
(77,166
|
)
|
|
(9,760
|
)
|
|
(86,926
|
)
|
|||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(5,015
|
)
|
|
—
|
|
|
(5,015
|
)
|
|
—
|
|
|
(5,015
|
)
|
|||||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(62,216
|
)
|
|
$
|
(9,935
|
)
|
|
$
|
(72,151
|
)
|
|
$
|
(9,760
|
)
|
|
$
|
(81,911
|
)
|
|
|
Three Months Ended September 30, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
$
|
182,616
|
|
|
$
|
(1,292
|
)
|
a
|
$
|
181,324
|
|
|
$
|
(17,422
|
)
|
|
$
|
163,902
|
|
Installation
|
|
19,010
|
|
|
(460
|
)
|
a
|
18,550
|
|
|
2,552
|
|
|
21,102
|
|
|||||
Service
|
|
23,597
|
|
|
(779
|
)
|
a
|
22,818
|
|
|
847
|
|
|
23,665
|
|
|||||
Electricity
|
|
8,248
|
|
|
7,390
|
|
a
|
15,638
|
|
|
—
|
|
|
15,638
|
|
|||||
Total revenue
|
|
233,471
|
|
|
4,859
|
|
|
238,330
|
|
|
(14,023
|
)
|
|
224,307
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
94,056
|
|
|
(2,085
|
)
|
c, d
|
91,971
|
|
|
(274
|
)
|
|
91,697
|
|
|||||
Installation
|
|
26,162
|
|
|
(21
|
)
|
c
|
26,141
|
|
|
—
|
|
|
26,141
|
|
|||||
Service
|
|
36,539
|
|
|
2,073
|
|
b, d
|
38,612
|
|
|
(2,185
|
)
|
|
36,427
|
|
|||||
Electricity
|
|
23,249
|
|
|
4,068
|
|
c
|
27,317
|
|
|
—
|
|
|
27,317
|
|
|||||
Total cost of revenue
|
|
180,006
|
|
|
4,035
|
|
|
184,041
|
|
|
(2,459
|
)
|
|
181,582
|
|
|||||
Gross profit
|
|
53,465
|
|
|
824
|
|
|
54,289
|
|
|
(11,564
|
)
|
|
42,725
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
23,389
|
|
|
—
|
|
|
23,389
|
|
|
—
|
|
|
23,389
|
|
|||||
Sales and marketing
|
|
18,125
|
|
|
43
|
|
e
|
18,168
|
|
|
(519
|
)
|
|
17,649
|
|
|||||
General and administrative
|
|
36,599
|
|
|
—
|
|
|
36,599
|
|
|
—
|
|
|
36,599
|
|
|||||
Total operating expenses
|
|
78,113
|
|
|
43
|
|
|
78,156
|
|
|
(519
|
)
|
|
77,637
|
|
|||||
Income (loss) from operations
|
|
(24,648
|
)
|
|
781
|
|
|
(23,867
|
)
|
|
(11,045
|
)
|
|
(34,912
|
)
|
|||||
Interest income
|
|
1,214
|
|
|
—
|
|
|
1,214
|
|
|
—
|
|
|
1,214
|
|
|||||
Interest expense
|
|
(15,280
|
)
|
|
(6,043
|
)
|
f
|
(21,323
|
)
|
|
—
|
|
|
(21,323
|
)
|
|||||
Interest expense to related parties
|
|
(1,605
|
)
|
|
—
|
|
|
(1,605
|
)
|
|
—
|
|
|
(1,605
|
)
|
|||||
Other income, net
|
|
525
|
|
|
—
|
|
|
525
|
|
|
—
|
|
|
525
|
|
|||||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
—
|
|
|
(540
|
)
|
g
|
(540
|
)
|
|
—
|
|
|
(540
|
)
|
|||||
Loss before income taxes
|
|
(39,794
|
)
|
|
(5,802
|
)
|
|
(45,596
|
)
|
|
(11,045
|
)
|
|
(56,641
|
)
|
|||||
Income tax provision
|
|
136
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
136
|
|
|||||
Net loss
|
|
(39,930
|
)
|
|
(5,802
|
)
|
|
(45,732
|
)
|
|
(11,045
|
)
|
|
(56,777
|
)
|
|||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(5,027
|
)
|
|
—
|
|
|
(5,027
|
)
|
|
—
|
|
|
(5,027
|
)
|
|||||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(34,903
|
)
|
|
$
|
(5,802
|
)
|
|
$
|
(40,705
|
)
|
|
$
|
(11,045
|
)
|
|
$
|
(51,750
|
)
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
$
|
321,633
|
|
|
$
|
(70,928
|
)
|
a
|
$
|
250,705
|
|
|
$
|
(15,698
|
)
|
|
$
|
235,007
|
|
Installation
|
|
39,543
|
|
|
(17,095
|
)
|
a
|
22,448
|
|
|
2,847
|
|
|
25,295
|
|
|||||
Service
|
|
46,949
|
|
|
(1,160
|
)
|
a
|
45,789
|
|
|
704
|
|
|
46,493
|
|
|||||
Electricity
|
|
26,364
|
|
|
14,168
|
|
a
|
40,532
|
|
|
—
|
|
|
40,532
|
|
|||||
Total revenue
|
|
434,489
|
|
|
(75,015
|
)
|
|
359,474
|
|
|
(12,147
|
)
|
|
347,327
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
255,952
|
|
|
(53,985
|
)
|
c, d
|
201,967
|
|
|
33
|
|
|
202,000
|
|
|||||
Installation
|
|
46,282
|
|
|
(12,837
|
)
|
c
|
33,445
|
|
|
—
|
|
|
33,445
|
|
|||||
Service
|
|
47,156
|
|
|
2,251
|
|
b, d
|
49,407
|
|
|
(2,723
|
)
|
|
46,684
|
|
|||||
Electricity
|
|
27,671
|
|
|
7,613
|
|
c
|
35,284
|
|
|
—
|
|
|
35,284
|
|
|||||
Total cost of revenue
|
|
377,061
|
|
|
(56,958
|
)
|
|
320,103
|
|
|
(2,690
|
)
|
|
317,413
|
|
|||||
Gross profit
|
|
57,428
|
|
|
(18,057
|
)
|
|
39,371
|
|
|
(9,457
|
)
|
|
29,914
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
58,631
|
|
|
—
|
|
|
58,631
|
|
|
—
|
|
|
58,631
|
|
|||||
Sales and marketing
|
|
38,822
|
|
|
19
|
|
e
|
38,841
|
|
|
(274
|
)
|
|
38,567
|
|
|||||
General and administrative
|
|
82,736
|
|
|
—
|
|
|
82,736
|
|
|
—
|
|
|
82,736
|
|
|||||
Total operating expenses
|
|
180,189
|
|
|
19
|
|
|
180,208
|
|
|
(274
|
)
|
|
179,934
|
|
|||||
Loss from operations
|
|
(122,761
|
)
|
|
(18,076
|
)
|
|
(140,837
|
)
|
|
(9,183
|
)
|
|
(150,020
|
)
|
|||||
Interest income
|
|
3,585
|
|
|
—
|
|
|
3,585
|
|
|
—
|
|
|
3,585
|
|
|||||
Interest expense
|
|
(32,687
|
)
|
|
(11,835
|
)
|
f
|
(44,522
|
)
|
|
—
|
|
|
(44,522
|
)
|
|||||
Interest expense to related parties
|
|
(3,218
|
)
|
|
—
|
|
|
(3,218
|
)
|
|
—
|
|
|
(3,218
|
)
|
|||||
Other income, net
|
|
43
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|||||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
—
|
|
|
(1,080
|
)
|
g
|
(1,080
|
)
|
|
—
|
|
|
(1,080
|
)
|
|||||
Loss before income taxes
|
|
(155,038
|
)
|
|
(30,991
|
)
|
|
(186,029
|
)
|
|
(9,183
|
)
|
|
(195,212
|
)
|
|||||
Income tax provision
|
|
466
|
|
|
—
|
|
|
466
|
|
|
—
|
|
|
466
|
|
|||||
Net loss
|
|
(155,504
|
)
|
|
(30,991
|
)
|
|
(186,495
|
)
|
|
(9,183
|
)
|
|
(195,678
|
)
|
|||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(8,847
|
)
|
|
—
|
|
|
(8,847
|
)
|
|
—
|
|
|
(8,847
|
)
|
|||||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(146,657
|
)
|
|
$
|
(30,991
|
)
|
|
$
|
(177,648
|
)
|
|
$
|
(9,183
|
)
|
|
$
|
(186,831
|
)
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
$
|
504,249
|
|
|
$
|
(72,220
|
)
|
a
|
$
|
432,029
|
|
|
$
|
(33,120
|
)
|
|
$
|
398,909
|
|
Installation
|
|
58,553
|
|
|
(17,555
|
)
|
a
|
40,998
|
|
|
5,399
|
|
|
46,397
|
|
|||||
Service
|
|
70,546
|
|
|
(1,939
|
)
|
a
|
68,607
|
|
|
1,551
|
|
|
70,158
|
|
|||||
Electricity
|
|
34,612
|
|
|
21,558
|
|
a
|
56,170
|
|
|
—
|
|
|
56,170
|
|
|||||
Total revenue
|
|
667,960
|
|
|
(70,156
|
)
|
|
597,804
|
|
|
(26,170
|
)
|
|
571,634
|
|
|||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
350,008
|
|
|
(56,070
|
)
|
c, d
|
293,938
|
|
|
(241
|
)
|
|
293,697
|
|
|||||
Installation
|
|
72,444
|
|
|
(12,858
|
)
|
c
|
59,586
|
|
|
—
|
|
|
59,586
|
|
|||||
Service
|
|
83,695
|
|
|
4,324
|
|
b, d
|
88,019
|
|
|
(4,908
|
)
|
|
83,111
|
|
|||||
Electricity
|
|
50,920
|
|
|
11,681
|
|
c
|
62,601
|
|
|
—
|
|
|
62,601
|
|
|||||
Total cost of revenue
|
|
557,067
|
|
|
(52,923
|
)
|
|
504,144
|
|
|
(5,149
|
)
|
|
498,995
|
|
|||||
Gross profit
|
|
110,893
|
|
|
(17,233
|
)
|
|
93,660
|
|
|
(21,021
|
)
|
|
72,639
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
82,020
|
|
|
—
|
|
|
82,020
|
|
|
—
|
|
|
82,020
|
|
|||||
Sales and marketing
|
|
56,947
|
|
|
62
|
|
e
|
57,009
|
|
|
(793
|
)
|
|
56,216
|
|
|||||
General and administrative
|
|
119,335
|
|
|
—
|
|
|
119,335
|
|
|
—
|
|
|
119,335
|
|
|||||
Total operating expenses
|
|
258,302
|
|
|
62
|
|
|
258,364
|
|
|
(793
|
)
|
|
257,571
|
|
|||||
Loss from operations
|
|
(147,409
|
)
|
|
(17,295
|
)
|
|
(164,704
|
)
|
|
(20,228
|
)
|
|
(184,932
|
)
|
|||||
Interest income
|
|
4,799
|
|
|
—
|
|
|
4,799
|
|
|
—
|
|
|
4,799
|
|
|||||
Interest expense
|
|
(47,967
|
)
|
|
(17,878
|
)
|
f
|
(65,845
|
)
|
|
—
|
|
|
(65,845
|
)
|
|||||
Interest expense to related parties
|
|
(4,823
|
)
|
|
—
|
|
|
(4,823
|
)
|
|
—
|
|
|
(4,823
|
)
|
|||||
Other income, net
|
|
568
|
|
|
—
|
|
|
568
|
|
|
—
|
|
|
568
|
|
|||||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
—
|
|
|
(1,620
|
)
|
g
|
(1,620
|
)
|
|
—
|
|
|
(1,620
|
)
|
|||||
Loss before income taxes
|
|
(194,832
|
)
|
|
(36,793
|
)
|
|
(231,625
|
)
|
|
(20,228
|
)
|
|
(251,853
|
)
|
|||||
Income tax provision
|
|
602
|
|
|
—
|
|
|
602
|
|
|
—
|
|
|
602
|
|
|||||
Net loss
|
|
(195,434
|
)
|
|
(36,793
|
)
|
|
(232,227
|
)
|
|
(20,228
|
)
|
|
(252,455
|
)
|
|||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(13,874
|
)
|
|
—
|
|
|
(13,874
|
)
|
|
—
|
|
|
(13,874
|
)
|
|||||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(181,560
|
)
|
|
$
|
(36,793
|
)
|
|
$
|
(218,353
|
)
|
|
$
|
(20,228
|
)
|
|
$
|
(238,581
|
)
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Revision Impacts
|
|
As Revised
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
121,307
|
|
|
$
|
(5,536
|
)
|
a
|
$
|
115,771
|
|
Installation
|
|
14,118
|
|
|
(1,323
|
)
|
a
|
12,795
|
|
|||
Service
|
|
19,907
|
|
|
227
|
|
a
|
20,134
|
|
|||
Electricity
|
|
14,029
|
|
|
5,853
|
|
a
|
19,882
|
|
|||
Total revenue
|
|
169,361
|
|
|
(779
|
)
|
|
168,582
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
80,355
|
|
|
(3,890
|
)
|
c, d
|
76,465
|
|
|||
Installation
|
|
10,438
|
|
|
(1,240
|
)
|
c
|
9,198
|
|
|||
Service
|
|
24,253
|
|
|
446
|
|
d
|
24,699
|
|
|||
Electricity
|
|
10,649
|
|
|
3,136
|
|
c
|
13,785
|
|
|||
Total cost of revenue
|
|
125,695
|
|
|
(1,548
|
)
|
|
124,147
|
|
|||
Gross profit
|
|
43,666
|
|
|
769
|
|
|
44,435
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
14,731
|
|
|
—
|
|
|
14,731
|
|
|||
Sales and marketing
|
|
8,262
|
|
|
31
|
|
e
|
8,293
|
|
|||
General and administrative
|
|
14,988
|
|
|
—
|
|
|
14,988
|
|
|||
Total operating expenses
|
|
37,981
|
|
|
31
|
|
|
38,012
|
|
|||
Income from operations
|
|
5,685
|
|
|
738
|
|
|
6,423
|
|
|||
Interest income
|
|
415
|
|
|
—
|
|
|
415
|
|
|||
Interest expense
|
|
(21,379
|
)
|
|
(4,613
|
)
|
f
|
(25,992
|
)
|
|||
Interest expense to related parties
|
|
(2,627
|
)
|
|
—
|
|
|
(2,627
|
)
|
|||
Other expense, net
|
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
|||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
(4,034
|
)
|
|
—
|
|
|
(4,034
|
)
|
|||
Loss before income taxes
|
|
(22,015
|
)
|
|
(3,875
|
)
|
|
(25,890
|
)
|
|||
Income tax provision
|
|
333
|
|
|
—
|
|
|
333
|
|
|||
Net loss
|
|
(22,348
|
)
|
|
(3,875
|
)
|
|
(26,223
|
)
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(4,632
|
)
|
|
—
|
|
|
(4,632
|
)
|
|||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(17,716
|
)
|
|
$
|
(3,875
|
)
|
|
$
|
(21,591
|
)
|
|
|
Three Months Ended June 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
108,654
|
|
|
$
|
(30,157
|
)
|
a
|
$
|
78,497
|
|
Installation
|
|
26,245
|
|
|
(6,602
|
)
|
a
|
19,643
|
|
|||
Service
|
|
19,975
|
|
|
324
|
|
a
|
20,299
|
|
|||
Electricity
|
|
14,007
|
|
|
5,856
|
|
a
|
19,863
|
|
|||
Total revenue
|
|
168,881
|
|
|
(30,579
|
)
|
|
138,302
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
70,802
|
|
|
(21,199
|
)
|
c, d
|
49,603
|
|
|||
Installation
|
|
37,099
|
|
|
(7,148
|
)
|
c
|
29,951
|
|
|||
Service
|
|
19,260
|
|
|
442
|
|
d
|
19,702
|
|
|||
Electricity
|
|
8,949
|
|
|
3,113
|
|
c
|
12,062
|
|
|||
Total cost of revenue
|
|
136,110
|
|
|
(24,792
|
)
|
|
111,318
|
|
|||
Gross profit
|
|
32,771
|
|
|
(5,787
|
)
|
|
26,984
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
14,413
|
|
|
—
|
|
|
14,413
|
|
|||
Sales and marketing
|
|
8,254
|
|
|
(87
|
)
|
e
|
8,167
|
|
|||
General and administrative
|
|
15,359
|
|
|
—
|
|
|
15,359
|
|
|||
Total operating expenses
|
|
38,026
|
|
|
(87
|
)
|
|
37,939
|
|
|||
Loss from operations
|
|
(5,255
|
)
|
|
(5,700
|
)
|
|
(10,955
|
)
|
|||
Interest income
|
|
444
|
|
|
—
|
|
|
444
|
|
|||
Interest expense
|
|
(22,525
|
)
|
|
(4,622
|
)
|
f
|
(27,147
|
)
|
|||
Interest expense to related parties
|
|
(2,672
|
)
|
|
—
|
|
|
(2,672
|
)
|
|||
Other expense, net
|
|
(855
|
)
|
|
—
|
|
|
(855
|
)
|
|||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
(19,197
|
)
|
|
—
|
|
|
(19,197
|
)
|
|||
Loss before income taxes
|
|
(50,060
|
)
|
|
(10,322
|
)
|
|
(60,382
|
)
|
|||
Income tax provision
|
|
128
|
|
|
—
|
|
|
128
|
|
|||
Net loss
|
|
(50,188
|
)
|
|
(10,322
|
)
|
|
(60,510
|
)
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(4,512
|
)
|
|
—
|
|
|
(4,512
|
)
|
|||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(45,676
|
)
|
|
$
|
(10,322
|
)
|
|
$
|
(55,998
|
)
|
|
|
Three Months Ended September 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
125,690
|
|
|
$
|
(23,257
|
)
|
a
|
$
|
102,433
|
|
Installation
|
|
29,690
|
|
|
(4,999
|
)
|
a
|
24,691
|
|
|||
Service
|
|
20,751
|
|
|
305
|
|
a
|
21,056
|
|
|||
Electricity
|
|
14,059
|
|
|
6,380
|
|
a
|
20,439
|
|
|||
Total revenue
|
|
190,190
|
|
|
(21,571
|
)
|
|
168,619
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
95,357
|
|
|
(26,304
|
)
|
c, d
|
69,053
|
|
|||
Installation
|
|
40,118
|
|
|
(4,612
|
)
|
c
|
35,506
|
|
|||
Service
|
|
22,651
|
|
|
1,819
|
|
d
|
24,470
|
|
|||
Electricity
|
|
8,679
|
|
|
3,501
|
|
c
|
12,180
|
|
|||
Total cost of revenue
|
|
166,805
|
|
|
(25,596
|
)
|
|
141,209
|
|
|||
Gross profit
|
|
23,385
|
|
|
4,025
|
|
|
27,410
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
27,021
|
|
|
—
|
|
|
27,021
|
|
|||
Sales and marketing
|
|
21,476
|
|
|
(80
|
)
|
e
|
21,396
|
|
|||
General and administrative
|
|
40,999
|
|
|
—
|
|
|
40,999
|
|
|||
Total operating expenses
|
|
89,496
|
|
|
(80
|
)
|
|
89,416
|
|
|||
Loss from operations
|
|
(66,111
|
)
|
|
4,105
|
|
|
(62,006
|
)
|
|||
Interest income
|
|
1,467
|
|
|
—
|
|
|
1,467
|
|
|||
Interest expense
|
|
(16,853
|
)
|
|
(5,272
|
)
|
f
|
(22,125
|
)
|
|||
Interest expense to related parties
|
|
(1,966
|
)
|
|
—
|
|
|
(1,966
|
)
|
|||
Other expense, net
|
|
(705
|
)
|
|
—
|
|
|
(705
|
)
|
|||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
1,655
|
|
|
(755
|
)
|
g
|
900
|
|
|||
Loss before income taxes
|
|
(82,513
|
)
|
|
(1,922
|
)
|
|
(84,435
|
)
|
|||
Income tax provision
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Net loss
|
|
(82,510
|
)
|
|
(1,922
|
)
|
|
(84,432
|
)
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(3,930
|
)
|
|
—
|
|
|
(3,930
|
)
|
|||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(78,580
|
)
|
|
$
|
(1,922
|
)
|
|
$
|
(80,502
|
)
|
|
|
Three Months Ended December 31, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
156,671
|
|
|
$
|
(52,734
|
)
|
a
|
$
|
103,937
|
|
Installation
|
|
21,363
|
|
|
(10,297
|
)
|
a
|
11,066
|
|
|||
Service
|
|
21,752
|
|
|
26
|
|
a
|
21,778
|
|
|||
Electricity
|
|
13,820
|
|
|
6,544
|
|
a
|
20,364
|
|
|||
Total revenue
|
|
213,606
|
|
|
(56,461
|
)
|
|
157,145
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
128,076
|
|
|
(41,922
|
)
|
c, d
|
86,154
|
|
|||
Installation
|
|
31,819
|
|
|
(11,168
|
)
|
c
|
20,651
|
|
|||
Service
|
|
28,475
|
|
|
3,343
|
|
b, d
|
31,818
|
|
|||
Electricity
|
|
7,988
|
|
|
3,613
|
|
c
|
11,601
|
|
|||
Total cost of revenue
|
|
196,358
|
|
|
(46,134
|
)
|
|
150,224
|
|
|||
Gross profit
|
|
17,248
|
|
|
(10,327
|
)
|
|
6,921
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
32,970
|
|
|
—
|
|
|
32,970
|
|
|||
Sales and marketing
|
|
24,983
|
|
|
(32
|
)
|
e
|
24,951
|
|
|||
General and administrative
|
|
47,471
|
|
|
—
|
|
e
|
47,471
|
|
|||
Total operating expenses
|
|
105,424
|
|
|
(32
|
)
|
|
105,392
|
|
|||
Loss from operations
|
|
(88,176
|
)
|
|
(10,295
|
)
|
|
(98,471
|
)
|
|||
Interest income
|
|
1,996
|
|
|
—
|
|
|
1,996
|
|
|||
Interest expense
|
|
(16,178
|
)
|
|
(5,579
|
)
|
f
|
(21,757
|
)
|
|||
Interest expense to related parties
|
|
(1,628
|
)
|
|
—
|
|
|
(1,628
|
)
|
|||
Other expense, net
|
|
636
|
|
|
—
|
|
|
636
|
|
|||
Gain (loss) on revaluation of warrant liabilities and embedded derivatives
|
|
(14
|
)
|
|
206
|
|
g
|
192
|
|
|||
Loss before income taxes
|
|
(103,364
|
)
|
|
(15,668
|
)
|
|
(119,032
|
)
|
|||
Income tax provision
|
|
1,079
|
|
|
—
|
|
|
1,079
|
|
|||
Net loss
|
|
(104,443
|
)
|
|
(15,668
|
)
|
|
(120,111
|
)
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(4,662
|
)
|
|
—
|
|
|
(4,662
|
)
|
|||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(99,781
|
)
|
|
$
|
(15,668
|
)
|
|
$
|
(115,449
|
)
|
|
|
Six Months Ended June 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
229,961
|
|
|
$
|
(35,693
|
)
|
a
|
$
|
194,268
|
|
Installation
|
|
40,363
|
|
|
(7,925
|
)
|
a
|
32,438
|
|
|||
Service
|
|
39,882
|
|
|
551
|
|
a
|
40,433
|
|
|||
Electricity
|
|
28,036
|
|
|
11,709
|
|
a
|
39,745
|
|
|||
Total revenue
|
|
338,242
|
|
|
(31,358
|
)
|
|
306,884
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
151,157
|
|
|
(25,089
|
)
|
c, d
|
126,068
|
|
|||
Installation
|
|
47,537
|
|
|
(8,388
|
)
|
c
|
39,149
|
|
|||
Service
|
|
43,513
|
|
|
888
|
|
d
|
44,401
|
|
|||
Electricity
|
|
19,598
|
|
|
6,249
|
|
c
|
25,847
|
|
|||
Total cost of revenue
|
|
261,805
|
|
|
(26,340
|
)
|
|
235,465
|
|
|||
Gross profit
|
|
76,437
|
|
|
(5,018
|
)
|
|
71,419
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
29,144
|
|
|
—
|
|
|
29,144
|
|
|||
Sales and marketing
|
|
16,516
|
|
|
(56
|
)
|
e
|
16,460
|
|
|||
General and administrative
|
|
30,347
|
|
|
—
|
|
|
30,347
|
|
|||
Total operating expenses
|
|
76,007
|
|
|
(56
|
)
|
|
75,951
|
|
|||
Loss from operations
|
|
430
|
|
|
(4,962
|
)
|
|
(4,532
|
)
|
|||
Interest income
|
|
859
|
|
|
—
|
|
|
859
|
|
|||
Interest expense
|
|
(43,904
|
)
|
|
(9,235
|
)
|
f
|
(53,139
|
)
|
|||
Interest expense to related parties
|
|
(5,299
|
)
|
|
—
|
|
|
(5,299
|
)
|
|||
Other expense, net
|
|
(930
|
)
|
|
—
|
|
|
(930
|
)
|
|||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
(23,231
|
)
|
|
—
|
|
|
(23,231
|
)
|
|||
Loss before income taxes
|
|
(72,075
|
)
|
|
(14,197
|
)
|
|
(86,272
|
)
|
|||
Income tax provision
|
|
461
|
|
|
—
|
|
|
461
|
|
|||
Net loss
|
|
(72,536
|
)
|
|
(14,197
|
)
|
|
(86,733
|
)
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(9,144
|
)
|
|
—
|
|
|
(9,144
|
)
|
|||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(63,392
|
)
|
|
$
|
(14,197
|
)
|
|
$
|
(77,589
|
)
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
355,651
|
|
|
$
|
(58,950
|
)
|
a
|
$
|
296,701
|
|
Installation
|
|
70,053
|
|
|
(12,924
|
)
|
a
|
57,129
|
|
|||
Service
|
|
60,633
|
|
|
856
|
|
a
|
61,489
|
|
|||
Electricity
|
|
42,095
|
|
|
18,089
|
|
a
|
60,184
|
|
|||
Total revenue
|
|
528,432
|
|
|
(52,929
|
)
|
|
475,503
|
|
|||
Cost of revenue:
|
|
|
|
|
|
|
||||||
Product
|
|
246,514
|
|
|
(51,393
|
)
|
c, d
|
195,121
|
|
|||
Installation
|
|
87,655
|
|
|
(13,000
|
)
|
c
|
74,655
|
|
|||
Service
|
|
66,164
|
|
|
2,707
|
|
d
|
68,871
|
|
|||
Electricity
|
|
28,277
|
|
|
9,750
|
|
c
|
38,027
|
|
|||
Total cost of revenue
|
|
428,610
|
|
|
(51,936
|
)
|
|
376,674
|
|
|||
Gross profit
|
|
99,822
|
|
|
(993
|
)
|
|
98,829
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
56,165
|
|
|
—
|
|
|
56,165
|
|
|||
Sales and marketing
|
|
37,992
|
|
|
(136
|
)
|
e
|
37,856
|
|
|||
General and administrative
|
|
71,346
|
|
|
—
|
|
e
|
71,346
|
|
|||
Total operating expenses
|
|
165,503
|
|
|
(136
|
)
|
|
165,367
|
|
|||
Loss from operations
|
|
(65,681
|
)
|
|
(857
|
)
|
|
(66,538
|
)
|
|||
Interest income
|
|
2,326
|
|
|
—
|
|
|
2,326
|
|
|||
Interest expense
|
|
(60,757
|
)
|
|
(14,507
|
)
|
f
|
(75,264
|
)
|
|||
Interest expense to related parties
|
|
(7,265
|
)
|
|
—
|
|
|
(7,265
|
)
|
|||
Other expense, net
|
|
(1,635
|
)
|
|
—
|
|
|
(1,635
|
)
|
|||
Loss on revaluation of warrant liabilities and embedded derivatives
|
|
(21,576
|
)
|
|
(755
|
)
|
g
|
(22,331
|
)
|
|||
Loss before income taxes
|
|
(154,588
|
)
|
|
(16,119
|
)
|
|
(170,707
|
)
|
|||
Income tax provision
|
|
458
|
|
|
—
|
|
|
458
|
|
|||
Net loss
|
|
(155,046
|
)
|
|
(16,119
|
)
|
|
(171,165
|
)
|
|||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(13,074
|
)
|
|
—
|
|
|
(13,074
|
)
|
|||
Net loss attributable to Class A and Class B common stockholders
|
|
$
|
(141,972
|
)
|
|
$
|
(16,119
|
)
|
|
$
|
(158,091
|
)
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(88,273
|
)
|
|
$
|
(21,056
|
)
|
|
$
|
(109,329
|
)
|
|
$
|
577
|
|
|
$
|
(108,752
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
11,271
|
|
|
2,954
|
|
A
|
14,225
|
|
|
—
|
|
|
14,225
|
|
|||||
Write-off of property, plant and equipment, net
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Revaluation of derivative contracts
|
|
(453
|
)
|
|
540
|
|
B
|
87
|
|
|
—
|
|
|
87
|
|
|||||
Stock-based compensation
|
|
63,882
|
|
|
3,940
|
|
C
|
67,822
|
|
|
—
|
|
|
67,822
|
|
|||||
Loss on long-term REC purchase contract
|
|
59
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
|||||
Amortization of debt issuance cost
|
|
5,152
|
|
|
—
|
|
|
5,152
|
|
|
—
|
|
|
5,152
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable
|
|
816
|
|
|
(98
|
)
|
D
|
718
|
|
|
3,413
|
|
|
4,131
|
|
|||||
Inventories
|
|
15,932
|
|
|
(4,845
|
)
|
E
|
11,087
|
|
|
—
|
|
|
11,087
|
|
|||||
Deferred cost of revenue
|
|
26,014
|
|
|
(37,098
|
)
|
F
|
(11,084
|
)
|
|
—
|
|
|
(11,084
|
)
|
|||||
Customer financing receivable and other
|
|
1,339
|
|
|
—
|
|
|
1,339
|
|
|
—
|
|
|
1,339
|
|
|||||
Prepaid expenses and other current assets
|
|
5,194
|
|
|
1,423
|
|
G
|
6,617
|
|
|
11
|
|
|
6,628
|
|
|||||
Other long-term assets
|
|
83
|
|
|
(396
|
)
|
H
|
(313
|
)
|
|
(103
|
)
|
|
(416
|
)
|
|||||
Accounts payable
|
|
(2,464
|
)
|
|
—
|
|
|
(2,464
|
)
|
|
—
|
|
|
(2,464
|
)
|
|||||
Accrued warranty
|
|
(2,500
|
)
|
|
50
|
|
I
|
(2,450
|
)
|
|
(247
|
)
|
|
(2,697
|
)
|
|||||
Accrued expenses and other current liabilities
|
|
823
|
|
|
(1,196
|
)
|
J
|
(373
|
)
|
|
—
|
|
|
(373
|
)
|
|||||
Deferred revenue and customer deposits
|
|
(44,533
|
)
|
|
49,428
|
|
K
|
4,895
|
|
|
(3,651
|
)
|
|
1,244
|
|
|||||
Other long-term liabilities
|
|
3,487
|
|
|
679
|
|
L
|
4,166
|
|
|
—
|
|
|
4,166
|
|
|||||
Net cash used in operating activities
|
|
(4,170
|
)
|
|
(5,675
|
)
|
|
(9,845
|
)
|
|
—
|
|
|
(9,845
|
)
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Purchase of property, plant and equipment
|
|
(8,543
|
)
|
|
(3,403
|
)
|
M
|
(11,946
|
)
|
|
—
|
|
|
(11,946
|
)
|
|||||
Payments for acquisition of intangible assets
|
|
(848
|
)
|
|
—
|
|
|
(848
|
)
|
|
—
|
|
|
(848
|
)
|
|||||
Proceeds from maturity of marketable securities
|
|
104,500
|
|
|
—
|
|
|
104,500
|
|
|
—
|
|
|
104,500
|
|
|||||
Net cash provided by investing activities
|
|
95,109
|
|
|
(3,403
|
)
|
|
91,706
|
|
|
—
|
|
|
91,706
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
|
(5,016
|
)
|
|
—
|
|
|
(5,016
|
)
|
|
—
|
|
|
(5,016
|
)
|
|||||
Repayment of debt to related parties
|
|
(778
|
)
|
|
—
|
|
|
(778
|
)
|
|
—
|
|
|
(778
|
)
|
|||||
Proceeds from financing obligations
|
|
—
|
|
|
10,961
|
|
N
|
10,961
|
|
|
—
|
|
|
10,961
|
|
|||||
Repayment of financing obligations
|
|
—
|
|
|
(1,883
|
)
|
N
|
(1,883
|
)
|
|
—
|
|
|
(1,883
|
)
|
|||||
Distributions to noncontrolling and redeemable noncontrolling interests
|
|
(3,189
|
)
|
|
—
|
|
|
(3,189
|
)
|
|
—
|
|
|
(3,189
|
)
|
|||||
Proceeds from issuance of common stock
|
|
7,493
|
|
|
—
|
|
|
7,493
|
|
|
—
|
|
|
7,493
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Net cash provided by (used in) financing activities
|
|
(1,490
|
)
|
|
9,078
|
|
|
7,588
|
|
|
—
|
|
|
7,588
|
|
|||||
Net increase in cash, cash equivalents, and restricted cash
|
|
89,449
|
|
|
—
|
|
|
89,449
|
|
|
—
|
|
|
89,449
|
|
|||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning of period
|
|
280,485
|
|
|
—
|
|
|
280,485
|
|
|
—
|
|
|
280,485
|
|
|||||
End of period
|
|
$
|
369,934
|
|
|
$
|
—
|
|
|
$
|
369,934
|
|
|
$
|
—
|
|
|
$
|
369,934
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid during the period for interest
|
|
$
|
14,545
|
|
|
$
|
5,838
|
|
N
|
$
|
20,383
|
|
|
$
|
—
|
|
|
$
|
20,383
|
|
Cash paid during the period for taxes
|
|
222
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
222
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(155,504
|
)
|
|
$
|
(30,991
|
)
|
|
$
|
(186,495
|
)
|
|
$
|
(9,183
|
)
|
|
$
|
(195,678
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
31,023
|
|
|
6,011
|
|
A
|
37,034
|
|
|
—
|
|
|
37,034
|
|
|||||
Write-off of property, plant and equipment, net
|
|
2,704
|
|
|
—
|
|
|
2,704
|
|
|
—
|
|
|
2,704
|
|
|||||
Write-off of PPA II and PPA IIIb decommissioned assets
|
|
25,613
|
|
|
—
|
|
|
25,613
|
|
|
—
|
|
|
25,613
|
|
|||||
Debt make-whole expense
|
|
5,934
|
|
|
—
|
|
|
5,934
|
|
|
—
|
|
|
5,934
|
|
|||||
Revaluation of derivative contracts
|
|
555
|
|
|
1,081
|
|
B
|
1,636
|
|
|
—
|
|
|
1,636
|
|
|||||
Stock-based compensation
|
|
115,100
|
|
|
4,086
|
|
C
|
119,186
|
|
|
—
|
|
|
119,186
|
|
|||||
Loss on long-term REC purchase contract
|
|
60
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|||||
Amortization of debt issuance cost
|
|
11,255
|
|
|
—
|
|
|
11,255
|
|
|
—
|
|
|
11,255
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable
|
|
46,591
|
|
|
(274
|
)
|
D
|
46,317
|
|
|
3,424
|
|
|
49,741
|
|
|||||
Inventories
|
|
27,542
|
|
|
(5,345
|
)
|
E
|
22,197
|
|
|
—
|
|
|
22,197
|
|
|||||
Deferred cost of revenue
|
|
19,198
|
|
|
(57,991
|
)
|
F
|
(38,793
|
)
|
|
—
|
|
|
(38,793
|
)
|
|||||
Customer financing receivable and other
|
|
2,713
|
|
|
—
|
|
|
2,713
|
|
|
—
|
|
|
2,713
|
|
|||||
Prepaid expenses and other current assets
|
|
8,477
|
|
|
1,752
|
|
G
|
10,229
|
|
|
(2
|
)
|
|
10,227
|
|
|||||
Other long-term assets
|
|
1,028
|
|
|
(1,029
|
)
|
H
|
(1
|
)
|
|
(271
|
)
|
|
(272
|
)
|
|||||
Accounts payable
|
|
(5,461
|
)
|
|
—
|
|
|
(5,461
|
)
|
|
—
|
|
|
(5,461
|
)
|
|||||
Accrued warranty
|
|
(6,843
|
)
|
|
114
|
|
I
|
(6,729
|
)
|
|
33
|
|
|
(6,696
|
)
|
|||||
Accrued expenses and other current liabilities
|
|
7,213
|
|
|
(1,632
|
)
|
J
|
5,581
|
|
|
—
|
|
|
5,581
|
|
|||||
Deferred revenue and customer deposits
|
|
(25,411
|
)
|
|
71,325
|
|
K
|
45,914
|
|
|
5,999
|
|
|
51,913
|
|
|||||
Other long-term liabilities
|
|
3,419
|
|
|
1,303
|
|
L
|
4,722
|
|
|
—
|
|
|
4,722
|
|
|||||
Net cash provided by operating activities
|
|
115,206
|
|
|
(11,590
|
)
|
|
103,616
|
|
|
—
|
|
|
103,616
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property, plant and equipment
|
|
(18,882
|
)
|
|
(4,737
|
)
|
M
|
(23,619
|
)
|
|
—
|
|
|
(23,619
|
)
|
|||||
Payments for acquisition of intangible assets
|
|
(970
|
)
|
|
—
|
|
|
(970
|
)
|
|
—
|
|
|
(970
|
)
|
|||||
Proceeds from maturity of marketable securities
|
|
104,500
|
|
|
—
|
|
|
104,500
|
|
|
—
|
|
|
104,500
|
|
|||||
Net cash provided by investing activities
|
|
84,648
|
|
|
(4,737
|
)
|
|
79,911
|
|
|
—
|
|
|
79,911
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
|
(83,997
|
)
|
|
—
|
|
|
(83,997
|
)
|
|
—
|
|
|
(83,997
|
)
|
|||||
Repayment of debt to related parties
|
|
(1,220
|
)
|
|
—
|
|
|
(1,220
|
)
|
|
—
|
|
|
(1,220
|
)
|
|||||
Debt make-whole payment
|
|
(5,934
|
)
|
|
—
|
|
|
(5,934
|
)
|
|
—
|
|
|
(5,934
|
)
|
|||||
Proceeds from financing obligations
|
|
—
|
|
|
20,333
|
|
N
|
20,333
|
|
|
—
|
|
|
20,333
|
|
|||||
Repayment of financing obligations
|
|
—
|
|
|
(4,006
|
)
|
N
|
(4,006
|
)
|
|
—
|
|
|
(4,006
|
)
|
|||||
Payments to noncontrolling and redeemable noncontrolling interests
|
|
(18,690
|
)
|
|
—
|
|
|
(18,690
|
)
|
|
—
|
|
|
(18,690
|
)
|
|||||
Distributions to noncontrolling and redeemable noncontrolling interests
|
|
(7,753
|
)
|
|
—
|
|
|
(7,753
|
)
|
|
—
|
|
|
(7,753
|
)
|
|||||
Proceeds from issuance of common stock
|
|
8,321
|
|
|
—
|
|
|
8,321
|
|
|
—
|
|
|
8,321
|
|
|||||
Net cash used in financing activities
|
|
(109,273
|
)
|
|
16,327
|
|
|
(92,946
|
)
|
|
—
|
|
|
(92,946
|
)
|
|||||
Net increase in cash, cash equivalents, and restricted cash
|
|
90,581
|
|
|
—
|
|
|
90,581
|
|
|
—
|
|
|
90,581
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning of period
|
|
280,485
|
|
|
—
|
|
|
280,485
|
|
|
—
|
|
|
280,485
|
|
|||||
End of period
|
|
$
|
371,066
|
|
|
$
|
—
|
|
|
$
|
371,066
|
|
|
$
|
—
|
|
|
$
|
371,066
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid during the period for interest
|
|
$
|
23,867
|
|
|
$
|
11,835
|
|
N
|
$
|
35,702
|
|
|
$
|
—
|
|
|
$
|
35,702
|
|
Cash paid during the period for taxes
|
|
497
|
|
|
—
|
|
|
497
|
|
|
—
|
|
|
497
|
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
$
|
(195,434
|
)
|
|
$
|
(36,793
|
)
|
|
$
|
(232,227
|
)
|
|
$
|
(20,228
|
)
|
|
$
|
(252,455
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
55,816
|
|
|
9,132
|
|
A
|
64,948
|
|
|
—
|
|
|
64,948
|
|
|||||
Write-off of property, plant and equipment, net
|
|
2,987
|
|
|
—
|
|
|
2,987
|
|
|
—
|
|
|
2,987
|
|
|||||
Write-off of PPA II and PPA IIIb decommissioned assets
|
|
25,613
|
|
|
—
|
|
|
25,613
|
|
|
—
|
|
|
25,613
|
|
|||||
Debt make-whole expense
|
|
5,934
|
|
|
—
|
|
|
5,934
|
|
|
—
|
|
|
5,934
|
|
|||||
PPA I decommissioning, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Revaluation of derivative contracts
|
|
1,335
|
|
|
1,620
|
|
B
|
2,955
|
|
|
—
|
|
|
2,955
|
|
|||||
Stock-based compensation
|
|
154,955
|
|
|
5,278
|
|
C
|
160,233
|
|
|
—
|
|
|
160,233
|
|
|||||
Loss on long-term REC purchase contract
|
|
61
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
|||||
Amortization of debt issuance cost
|
|
16,295
|
|
|
—
|
|
|
16,295
|
|
|
—
|
|
|
16,295
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable
|
|
58,150
|
|
|
(318
|
)
|
D
|
57,832
|
|
|
5,594
|
|
|
63,426
|
|
|||||
Inventories
|
|
(7,896
|
)
|
|
6,121
|
|
E
|
(1,775
|
)
|
|
—
|
|
|
(1,775
|
)
|
|||||
Deferred cost of revenue
|
|
56,854
|
|
|
(59,198
|
)
|
F
|
(2,344
|
)
|
|
—
|
|
|
(2,344
|
)
|
|||||
Customer financing receivable and other
|
|
4,142
|
|
|
—
|
|
|
4,142
|
|
|
—
|
|
|
4,142
|
|
|||||
Prepaid expenses and other current assets
|
|
7,928
|
|
|
176
|
|
G
|
8,104
|
|
|
(33
|
)
|
|
8,071
|
|
|||||
Other long-term assets
|
|
3,281
|
|
|
(1,229
|
)
|
H
|
2,052
|
|
|
(758
|
)
|
|
1,294
|
|
|||||
Accounts payable
|
|
14,171
|
|
|
—
|
|
|
14,171
|
|
|
—
|
|
|
14,171
|
|
|||||
Accrued warranty
|
|
(3,941
|
)
|
|
109
|
|
I
|
(3,832
|
)
|
|
(242
|
)
|
|
(4,074
|
)
|
|||||
Accrued expenses and other current liabilities
|
|
5,029
|
|
|
162
|
|
J
|
5,191
|
|
|
—
|
|
|
5,191
|
|
|||||
Deferred managed services revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred revenue and customer deposits
|
|
(68,180
|
)
|
|
74,765
|
|
K
|
6,585
|
|
|
15,667
|
|
|
22,252
|
|
|||||
Other long-term liabilities
|
|
2,083
|
|
|
2,477
|
|
L
|
4,560
|
|
|
—
|
|
|
4,560
|
|
|||||
Net cash provided by operating activities
|
|
139,183
|
|
|
2,302
|
|
|
141,485
|
|
|
—
|
|
|
141,485
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of property, plant and equipment
|
|
(23,474
|
)
|
|
(16,216
|
)
|
M
|
(39,690
|
)
|
|
—
|
|
|
(39,690
|
)
|
|||||
Payments for acquisition of intangible assets
|
|
(1,478
|
)
|
|
—
|
|
|
(1,478
|
)
|
|
—
|
|
|
(1,478
|
)
|
|||||
Proceeds from maturity of marketable securities
|
|
104,500
|
|
|
—
|
|
|
104,500
|
|
|
—
|
|
|
104,500
|
|
|||||
Net cash provided by investing activities
|
|
79,548
|
|
|
(16,216
|
)
|
|
63,332
|
|
|
—
|
|
|
63,332
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
|
(93,263
|
)
|
|
—
|
|
|
(93,263
|
)
|
|
—
|
|
|
(93,263
|
)
|
|||||
Repayment of debt to related parties
|
|
(1,691
|
)
|
|
—
|
|
|
(1,691
|
)
|
|
—
|
|
|
(1,691
|
)
|
|||||
Debt make-whole payment
|
|
(5,934
|
)
|
|
—
|
|
|
(5,934
|
)
|
|
—
|
|
|
(5,934
|
)
|
|||||
Proceeds from financing obligations
|
|
—
|
|
|
20,333
|
|
N
|
20,333
|
|
|
—
|
|
|
20,333
|
|
|||||
Repayment of financing obligations
|
|
—
|
|
|
(6,419
|
)
|
N
|
(6,419
|
)
|
|
—
|
|
|
(6,419
|
)
|
|||||
Payments to noncontrolling and redeemable noncontrolling interests
|
|
(43,713
|
)
|
|
—
|
|
|
(43,713
|
)
|
|
—
|
|
|
(43,713
|
)
|
|||||
Distributions to noncontrolling and redeemable noncontrolling interests
|
|
(9,363
|
)
|
|
—
|
|
|
(9,363
|
)
|
|
—
|
|
|
(9,363
|
)
|
|||||
Proceeds from issuance of common stock
|
|
12,623
|
|
|
—
|
|
|
12,623
|
|
|
—
|
|
|
12,623
|
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
|
ASC 606 Adoption Impacts
|
|
As Restated & Recast
|
||||||||||
Net cash used in financing activities
|
|
(141,341
|
)
|
|
13,914
|
|
|
(127,427
|
)
|
|
—
|
|
|
(127,427
|
)
|
|||||
Net increase in cash, cash equivalents, and restricted cash
|
|
77,390
|
|
|
—
|
|
|
77,390
|
|
|
—
|
|
|
77,390
|
|
|||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning of period
|
|
280,485
|
|
|
—
|
|
|
280,485
|
|
|
—
|
|
|
280,485
|
|
|||||
End of period
|
|
$
|
357,875
|
|
|
$
|
—
|
|
|
$
|
357,875
|
|
|
$
|
—
|
|
|
$
|
357,875
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid during the period for interest
|
|
$
|
35,894
|
|
|
$
|
17,878
|
|
N
|
$
|
53,772
|
|
|
$
|
—
|
|
|
$
|
53,772
|
|
Cash paid during the period for taxes
|
|
715
|
|
|
—
|
|
|
715
|
|
|
—
|
|
|
715
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Revision Impacts
|
|
As Revised
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(22,348
|
)
|
|
$
|
(3,875
|
)
|
|
$
|
(26,223
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
10,847
|
|
|
2,457
|
|
A
|
13,304
|
|
|||
Revaluation of derivative contracts
|
|
7,157
|
|
|
—
|
|
|
7,157
|
|
|||
Stock-based compensation
|
|
7,956
|
|
|
191
|
|
B
|
8,147
|
|
|||
Loss on long-term REC purchase contract
|
|
12
|
|
|
—
|
|
|
12
|
|
|||
Revaluation of preferred stock warrants
|
|
(3,271
|
)
|
|
—
|
|
|
(3,271
|
)
|
|||
Common stock warrant valuation
|
|
(100
|
)
|
|
—
|
|
|
(100
|
)
|
|||
Amortization of debt issuance cost
|
|
7,168
|
|
|
—
|
|
|
7,168
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(28,203
|
)
|
|
(32
|
)
|
C
|
(28,235
|
)
|
|||
Inventories
|
|
(6,818
|
)
|
|
3,291
|
|
D
|
(3,527
|
)
|
|||
Deferred cost of revenue
|
|
16,282
|
|
|
(3,541
|
)
|
E
|
12,741
|
|
|||
Customer financing receivable and other
|
|
1,306
|
|
|
—
|
|
|
1,306
|
|
|||
Prepaid expenses and other current assets
|
|
(446
|
)
|
|
929
|
|
F
|
483
|
|
|||
Other long-term assets
|
|
1,266
|
|
|
(418
|
)
|
G
|
848
|
|
|||
Accounts payable
|
|
(827
|
)
|
|
—
|
|
|
(827
|
)
|
|||
Accrued warranty
|
|
(87
|
)
|
|
10
|
|
H
|
(77
|
)
|
|||
Accrued expenses and other current liabilities
|
|
(10,083
|
)
|
|
(515
|
)
|
I
|
(10,598
|
)
|
|||
Deferred revenue and customer deposits
|
|
(22,347
|
)
|
|
6,620
|
|
J
|
(15,727
|
)
|
|||
Other long-term liabilities
|
|
8,049
|
|
|
981
|
|
K
|
9,030
|
|
|||
Net cash used in operating activities
|
|
(34,487
|
)
|
|
6,098
|
|
|
(28,389
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
|
(223
|
)
|
|
(4,635
|
)
|
L
|
(4,858
|
)
|
|||
Purchase of marketable securities
|
|
(8,991
|
)
|
|
—
|
|
|
(8,991
|
)
|
|||
Proceeds from maturity of marketable securities
|
|
15,750
|
|
|
—
|
|
|
15,750
|
|
|||
Net cash provided by investing activities
|
|
6,536
|
|
|
(4,635
|
)
|
|
1,901
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayment of debt
|
|
(4,489
|
)
|
|
—
|
|
|
(4,489
|
)
|
|||
Repayment of debt to related parties
|
|
(290
|
)
|
|
—
|
|
|
(290
|
)
|
|||
Repayment of financing obligations
|
|
—
|
|
|
(1,463
|
)
|
M
|
(1,463
|
)
|
|||
Distributions to noncontrolling and redeemable noncontrolling interests
|
|
(3,832
|
)
|
|
—
|
|
|
(3,832
|
)
|
|||
Proceeds from issuance of common stock
|
|
120
|
|
|
—
|
|
|
120
|
|
|||
Payments of initial public offering issuance costs
|
|
(578
|
)
|
|
—
|
|
|
(578
|
)
|
|||
Net cash used in financing activities
|
|
(9,069
|
)
|
|
(1,463
|
)
|
|
(10,532
|
)
|
|||
Net decrease in cash, cash equivalents, and restricted cash
|
|
(37,020
|
)
|
|
—
|
|
|
(37,020
|
)
|
|||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
||||||
Beginning of period
|
|
180,612
|
|
|
—
|
|
|
180,612
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Revision Impacts
|
|
As Revised
|
||||||
End of period
|
|
$
|
143,592
|
|
|
$
|
—
|
|
|
$
|
143,592
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
|
11,216
|
|
|
4,613
|
|
M
|
15,829
|
|
|||
Cash paid during the period for taxes
|
|
401
|
|
|
—
|
|
|
401
|
|
|
|
Six Months Ended June 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(72,536
|
)
|
|
$
|
(14,197
|
)
|
|
$
|
(86,733
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
21,554
|
|
|
4,912
|
|
A
|
26,466
|
|
|||
Write-off of property, plant and equipment, net
|
|
661
|
|
|
—
|
|
|
661
|
|
|||
Revaluation of derivative contracts
|
|
28,611
|
|
|
—
|
|
|
28,611
|
|
|||
Stock-based compensation
|
|
15,773
|
|
|
(292
|
)
|
B
|
15,481
|
|
|||
Loss on long-term REC purchase contract
|
|
100
|
|
|
—
|
|
|
100
|
|
|||
Revaluation of stock warrants
|
|
(7,456
|
)
|
|
—
|
|
|
(7,456
|
)
|
|||
Revaluation of preferred stock warrants
|
|
(166
|
)
|
|
—
|
|
|
(166
|
)
|
|||
Amortization of debt issuance cost
|
|
14,420
|
|
|
—
|
|
|
14,420
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(6,486
|
)
|
|
(195
|
)
|
C
|
(6,681
|
)
|
|||
Inventories
|
|
(46,172
|
)
|
|
7,915
|
|
D
|
(38,257
|
)
|
|||
Deferred cost of revenue
|
|
48,760
|
|
|
(28,362
|
)
|
E
|
20,398
|
|
|||
Customer financing receivable and other
|
|
2,439
|
|
|
—
|
|
|
2,439
|
|
|||
Prepaid expenses and other current assets
|
|
4,544
|
|
|
220
|
|
F
|
4,764
|
|
|||
Other long-term assets
|
|
15
|
|
|
(866
|
)
|
G
|
(851
|
)
|
|||
Accounts payable
|
|
5,217
|
|
|
—
|
|
|
5,217
|
|
|||
Accrued warranty
|
|
(1,883
|
)
|
|
(300
|
)
|
H
|
(2,183
|
)
|
|||
Accrued expenses and other current liabilities
|
|
(12,815
|
)
|
|
(1,386
|
)
|
I
|
(14,201
|
)
|
|||
Deferred revenue and customer deposits
|
|
(31,817
|
)
|
|
9,787
|
|
J
|
(22,030
|
)
|
|||
Other long-term liabilities
|
|
18,652
|
|
|
497
|
|
K
|
19,149
|
|
|||
Net cash used in operating activities
|
|
(18,585
|
)
|
|
(22,267
|
)
|
|
(40,852
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
|
(1,595
|
)
|
|
(11,550
|
)
|
L
|
(13,145
|
)
|
|||
Purchase of marketable securities
|
|
(15,732
|
)
|
|
—
|
|
|
(15,732
|
)
|
|||
Proceeds from maturity of marketable securities
|
|
27,000
|
|
|
—
|
|
|
27,000
|
|
|||
Net cash provided by (used in) investing activities
|
|
9,673
|
|
|
(11,550
|
)
|
|
(1,877
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayment of debt
|
|
(9,201
|
)
|
|
—
|
|
|
(9,201
|
)
|
|||
Repayment of debt to related parties
|
|
(627
|
)
|
|
—
|
|
|
(627
|
)
|
|||
Proceeds from financing obligations
|
|
—
|
|
|
36,799
|
|
M
|
36,799
|
|
|||
Repayment of financing obligations
|
|
—
|
|
|
(2,982
|
)
|
M
|
(2,982
|
)
|
|||
Distributions to noncontrolling and redeemable noncontrolling interests
|
|
(11,582
|
)
|
|
—
|
|
|
(11,582
|
)
|
|||
Proceeds from issuance of common stock
|
|
742
|
|
|
—
|
|
|
742
|
|
|||
Payments of initial public offering issuance costs
|
|
(1,160
|
)
|
|
—
|
|
|
(1,160
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(21,828
|
)
|
|
33,817
|
|
|
11,989
|
|
|||
Net decrease in cash, cash equivalents, and restricted cash
|
|
(30,740
|
)
|
|
—
|
|
|
(30,740
|
)
|
|||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Beginning of period
|
|
180,612
|
|
|
—
|
|
|
180,612
|
|
|||
End of period
|
|
$
|
149,872
|
|
|
$
|
—
|
|
|
$
|
149,872
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
|
$
|
16,540
|
|
|
$
|
9,233
|
|
M
|
$
|
25,773
|
|
Cash paid during the period for taxes
|
|
625
|
|
|
—
|
|
625
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(155,046
|
)
|
|
$
|
(16,119
|
)
|
|
$
|
(171,165
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
32,141
|
|
|
7,616
|
|
A
|
39,757
|
|
|||
Write-off of property, plant and equipment, net
|
|
901
|
|
|
—
|
|
|
901
|
|
|||
Revaluation of derivative contracts
|
|
26,761
|
|
|
755
|
|
B
|
27,516
|
|
|||
Stock-based compensation
|
|
87,451
|
|
|
(10,777
|
)
|
C
|
76,674
|
|
|||
Loss on long-term REC purchase contract
|
|
150
|
|
|
—
|
|
|
150
|
|
|||
Revaluation of stock warrants
|
|
(9,109
|
)
|
|
—
|
|
|
(9,109
|
)
|
|||
Amortization of debt issuance cost
|
|
20,279
|
|
|
—
|
|
|
20,279
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(11,168
|
)
|
|
(332
|
)
|
D
|
(11,500
|
)
|
|||
Inventories
|
|
(44,465
|
)
|
|
4,037
|
|
E
|
(40,428
|
)
|
|||
Deferred cost of revenue
|
|
47,945
|
|
|
(34,343
|
)
|
F
|
13,602
|
|
|||
Customer financing receivable and other
|
|
3,736
|
|
|
—
|
|
|
3,736
|
|
|||
Prepaid expenses and other current assets
|
|
(6,514
|
)
|
|
(1,585
|
)
|
G
|
(8,099
|
)
|
|||
Other long-term assets
|
|
1,052
|
|
|
(1,398
|
)
|
H
|
(346
|
)
|
|||
Accounts payable
|
|
11,236
|
|
|
—
|
|
|
11,236
|
|
|||
Accrued warranty
|
|
1,164
|
|
|
(324
|
)
|
I
|
840
|
|
|||
Accrued expenses and other current liabilities
|
|
1,885
|
|
|
626
|
|
J
|
2,511
|
|
|||
Deferred revenue and customer deposits
|
|
(32,203
|
)
|
|
17,431
|
|
K
|
(14,772
|
)
|
|||
Other long-term liabilities
|
|
10,156
|
|
|
1,362
|
|
L
|
11,518
|
|
|||
Net cash used in operating activities
|
|
(13,648
|
)
|
|
(33,051
|
)
|
|
(46,699
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
|
(4,333
|
)
|
|
(20,283
|
)
|
M
|
(24,616
|
)
|
|||
Payments for acquisition of intangible assets
|
|
(2,762
|
)
|
|
—
|
|
|
(2,762
|
)
|
|||
Purchase of marketable securities
|
|
(15,732
|
)
|
|
—
|
|
|
(15,732
|
)
|
|||
Proceeds from maturity of marketable securities
|
|
38,250
|
|
|
—
|
|
|
38,250
|
|
|||
Net cash provided by (used in) investing activities
|
|
15,423
|
|
|
(20,283
|
)
|
|
(4,860
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayment of debt
|
|
(14,036
|
)
|
|
—
|
|
|
(14,036
|
)
|
|||
Repayment of debt to related parties
|
|
(990
|
)
|
|
—
|
|
|
(990
|
)
|
|||
Proceeds from financing obligations
|
|
—
|
|
|
57,897
|
|
N
|
57,897
|
|
|||
Repayment of financing obligations
|
|
—
|
|
|
(4,563
|
)
|
N
|
(4,563
|
)
|
|||
Distributions to noncontrolling and redeemable noncontrolling interests
|
|
(14,192
|
)
|
|
—
|
|
|
(14,192
|
)
|
|||
Proceeds from issuance of common stock
|
|
1,456
|
|
|
—
|
|
|
1,456
|
|
|||
Proceeds from public offerings, net of underwriting discounts and commissions
|
|
292,529
|
|
|
—
|
|
|
292,529
|
|
|||
Payments of initial public offering issuance costs
|
|
(2,928
|
)
|
|
—
|
|
|
(2,928
|
)
|
|||
Net cash provided by financing activities
|
|
261,839
|
|
|
53,334
|
|
|
315,173
|
|
|||
Net increase in cash, cash equivalents, and restricted cash
|
|
263,614
|
|
|
—
|
|
|
263,614
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Restatement Impacts
|
|
As Restated
|
||||||
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
|
||||||
Beginning of period
|
|
180,612
|
|
|
—
|
|
|
180,612
|
|
|||
End of period
|
|
$
|
444,226
|
|
|
$
|
—
|
|
|
$
|
444,226
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
|
$
|
30,601
|
|
|
$
|
14,505
|
|
N
|
$
|
45,106
|
|
Cash paid during the period for taxes
|
|
1,052
|
|
|
—
|
|
|
1,052
|
|
Plan Category
|
|
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights 1
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans 2
|
|
|||
Equity compensation plans approved by stockholders 3
|
|
28,443,704
|
|
|
20.96
|
|
|
20,263,551
|
|
4
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Totals
|
|
28,443,704
|
|
|
|
|
20,263,551
|
|
|
|
|
|
Incorporated by Reference
|
|||
Exhibit Number
|
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
Restated Certificate of Incorporation.
|
10-Q
|
001-38598
|
3.1
|
9/7/2018
|
|
|
Amended and Restated Bylaws, effective August 8, 2019
|
10-Q
|
001-38598
|
3.2
|
8/14/2019
|
|
|
Form of Common Stock Certificate of the Registrant
|
S-1/A
|
333-225571
|
4.1
|
7/9/2018
|
|
|
Indenture by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as trustee, dated as of December 15, 2015
|
S-1
|
333-225571
|
4.4
|
6/12/2018
|
|
|
Form of 5% Convertible Senior Secured PIK Note due 2020 (included in Exhibit 4.2)
|
S-1
|
333-225571
|
4.4
|
6/12/2018
|
|
|
Security Agreement by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as collateral agent, dated as of December 15, 2015
|
S-1
|
333-225571
|
4.6
|
6/12/2018
|
|
|
Plain English Warrant Agreement by and between Triplepoint Capital LLC, a Delaware limited liability company, and the Registrant, dated December 31, 2010
|
S-1
|
333-225571
|
4.9
|
6/12/2018
|
|
|
Amended and Restated Plain English Warrant Agreement by and between Triplepoint Capital LLC, a Delaware limited liability company, and the Registrant, dated December 15, 2011
|
S-1
|
333-225571
|
4.10
|
6/12/2018
|
|
|
Agreement and Warrant to Purchase Series F Preferred Stock by and between PE12GVVC (US Direct) Ltd. and the Registrant, dated July 1, 2014
|
S-1
|
333-225571
|
4.11
|
6/12/2018
|
|
|
Agreement and Warrant to Purchase Series F Preferred Stock by and between PE12PXVC (US Direct) Ltd. and the Registrant, dated July 1, 2014
|
S-1
|
333-225571
|
4.12
|
6/12/2018
|
|
Warrant to Purchase Preferred Stock by and between Atel Ventures, Inc., in its capacity as Trustee for its assignee affiliated funds, and the Registrant, dated December 31, 2012
|
S-1
|
333-225571
|
4.13
|
6/12/2018
|
|
|
Agreement and Warrant to Purchase Series G Preferred Stock by and between Keith Daubenspeck and the Registrant, dated June 27, 2014
|
S-1
|
333-225571
|
4.15
|
6/12/2018
|
|
|
Agreement and Warrant to Purchase Series G Preferred Stock by and between Dwight Badger and the Registrant, dated June 27, 2014
|
S-1
|
333-225571
|
4.16
|
6/12/2018
|
|
|
First Supplemental Indenture by and among Registrant, certain guarantor party thereto and U.S. Bank National Association, as trustee, dated as of September 20, 2016
|
S-1
|
333-225571
|
4.19
|
6/12/2018
|
|
|
Indenture by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as trustee, dated as of June 29, 2017
|
S-1
|
333-225571
|
4.20
|
6/12/2018
|
|
|
Form of 10% Senior Secured Note due 2024 (included in Exhibit 4.15)
|
S-1
|
333-225571
|
4.20
|
6/12/2018
|
|
|
Security Agreement by and among the Registrant, U.S. Bank National Association, as trustee and U.S. Bank National Association, as collateral agent, dated as of June 29, 2017
|
S-1
|
333-225571
|
4.22
|
6/12/2018
|
|
|
Second Supplemental Indenture, Omnibus Amendment to Notes and Limited Waiver by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as trustee, dated as of June 29, 2017
|
S-1
|
333-225571
|
4.24
|
6/12/2018
|
|
|
Third Supplemental Indenture and Omnibus Amendment to Notes by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as trustee, dated as of January 18, 2018
|
S-1
|
333-225571
|
4.25
|
6/12/2018
|
|
|
Form of Holder Voting Agreement, between KR Sridhar and certain parties thereto
|
S-1/A
|
333-225571
|
4.26
|
7/9/2018
|
|
|
Amended and Restated Subordinated Secured Convertible Promissory Note by and between the Registrant and Constellation NewEnergy, Inc., dated as of January 18, 2018
|
S-1
|
333-225571
|
4.28
|
6/12/2018
|
|
|
Description of Company's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
|
|
|
|
Filed herewith
|
|
^
|
2002 Equity Incentive Plan and form of agreements used thereunder
|
S-1
|
333-225571
|
10.2
|
6/12/2018
|
|
^
|
2012 Equity Incentive Plan and form of agreements used thereunder
|
S-1
|
333-225571
|
10.3
|
6/12/2018
|
|
^
|
2018 Equity Incentive Plan and form of agreements used thereunder
|
S-1
|
333-225571
|
10.4
|
7/9/2018
|
|
^
|
2018 Employee Stock Purchase Plan and form of agreements used thereunder
|
S-1/A
|
333-225571
|
10.5
|
7/9/2018
|
|
|
Standard Industrial Lease dated April 5, 2005 by and between the Registrant and The Realty Associates Fund III, L.P., as amended as of April 22, 2005, January 12, 2010, April 30, 2015 and December 7, 2015
|
S-1
|
333-225571
|
10.7
|
6/12/2018
|
|
|
Ground Lease by and between 1743 Holdings, LLC and the Registrant dated as of March 2012
|
S-1
|
333-225571
|
10.8
|
6/12/2018
|
|
^
|
Offer Letter by and between the Registrant and Randy Furr, dated April 9, 2015
|
S-1
|
333-225571
|
10.10
|
6/12/2018
|
†
|
Guaranty by the Registrant, dated as of March 16, 2012 (PPA II)
|
S-1
|
333-225571
|
10.13
|
6/12/2018
|
|
|
Equity Contribution Agreement by and among the Registrant, Diamond State Generation Partners, LLC, and Deutsche Bank Trust Company Americas, dated as of March 20, 2013 (PPA II)
|
S-1
|
333-225571
|
10.15
|
6/12/2018
|
|
†
|
Master Energy Server Purchase Agreement between the Registrant and Diamond State Generation Partners, LLC, dated as of April 13, 2012 (PPA II)
|
S-1
|
333-225571
|
10.17
|
6/12/2018
|
|
|
Omnibus First Amendment to MESPA, MOMA and ASA by and among the Registrant, Diamond State Generation Partners, LLC and Diamond State Generation Holdings, LLC, dated as of March 20, 2013 (PPA II)
|
S-1
|
333-225571
|
10.18
|
6/12/2018
|
|
|
Net Lease Agreement, dated as of April 4, 2018, by and between the Registrant and 237 North First Street Holdings, LLC
|
S-1
|
333-225571
|
10.29
|
6/12/2018
|
|
^
|
Consulting Agreement between the Registrant and Colin L. Powell, dated as of January 29, 2009
|
S-1
|
333-225571
|
10.31
|
6/12/2018
|
|
^
|
Amendment to Consulting Agreement between the Registrant and Colin L. Powell, dated as of July 31, 2019
|
|
|
|
Filed herewith
|
|
|
Grant Agreement by and between the Delaware Economic Development Authority and the Registrant, dated March 1, 2012
|
S-1
|
333-225571
|
99.1
|
6/12/2018
|
|
^
|
Form of Indemnification Agreement
|
10-Q
|
001-38598
|
10.1
|
9/7/2018
|
|
^
|
Form of Offer Letter
|
10-K
|
001-38598
|
10.27
|
3/22/2019
|
|
†
|
Preferred Distributor Agreement by and between Registrant and SK Engineering & Construction Co., Ltd dated November 14, 2018
|
10-K
|
001-38598
|
10.28
|
3/22/2019
|
|
†
|
Third Amended and Restated Purchase, Use and Maintenance Agreement between Registrant and 2016 ESA Project Company, LLC, dated as of September 26, 2018
|
10-K
|
001-38598
|
10.29
|
3/22/2019
|
|
|
Amendment No.1 to Third Amended and Restated Purchase, Use and Maintenance Agreement by and between Registrant and 2016 ESA Project Company, LLC dated as of September 28, 2018
|
10-K
|
001-38598
|
10.30
|
3/22/2019
|
|
|
Amendment No.2 to Third Amended and Restated Purchase, Use and Maintenance Agreement by and between Registrant and 2016 ESA Project Company, LLC dated as of December 19, 2018
|
10-K
|
001-38598
|
10.31
|
3/22/2019
|
|
x
|
Equity Capital Contribution Agreement between the Company, SP Diamond State Class B Holdings, LLC, Diamond State Generation Partners, LLC, and Diamond State Generation Holdings, LLC, dated June 14, 2019
|
10-Q
|
001-38598
|
10.1
|
8/14/2019
|
|
x
|
Third Amended and Restated Limited Liability Company Agreement of Diamond State Generation Partners LLC dated June 14, 2019
|
10-Q
|
001-38598
|
10.2
|
8/14/2019
|
|
x
|
Fuel Cell System Supply and Installation Agreement between the Company and Diamond State Generation Partners LLC, dated June 14, 2019
|
10-Q
|
001-38598
|
10.3
|
8/14/2019
|
|
x
|
Amended and Restated Master Operations and Maintenance Agreement between the Company and Diamond State Generation Partners LLC, dated June 14, 2019
|
10-Q
|
001-38598
|
10.4
|
8/14/2019
|
|
x
|
Repurchase Agreement between the Company and Diamond State Generation Partners LLC, dated June 14, 2019
|
10-Q
|
001-38598
|
10.5
|
8/14/2019
|
x
|
Third Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC dated June 14, 2019
|
10-Q
|
001-38598
|
10.6
|
8/14/2019
|
|
x
|
Annex 1 (Definitions) to Equity Capital Contribution Agreement (Ex 10.1) and Limited Liability Agreements (Exs. 10.2 and 10.6)
|
10-Q
|
001-38598
|
10.7
|
8/14/2019
|
|
x
|
Purchase, Use and Maintenance Agreement between the Company and 2018 ESA Project Company, LLC dated June 28, 2019
|
10-Q
|
001-38598
|
10.8
|
8/14/2019
|
|
x
|
Annexes to Purchase, Use and Maintenance Agreement between the Company and 2018 ESA Project Company, LLC dated June 28, 2019
|
10-Q
|
001-38598
|
10.9
|
8/14/2019
|
|
^
|
Bloom Energy Corporation 2020 Non-Employee Director Deferred Compensation Plan
|
|
|
|
Filed herewith
|
|
x
|
Fourth Amended and Restated Limited Liability Company Agreement of Diamond State Generation Partners, LLC dated as of December 23, 2019
|
|
|
|
Filed herewith
|
|
x
|
Fuel Cell System Supply and Installation Agreement between Bloom Energy Corporation and Diamond State Generation Partners, LLC dated as of December 23, 2019
|
|
|
|
Filed herewith
|
|
x
|
Second Amended and Restated Administrative Services Agreement by and between Bloom Energy Corporation and Diamond State Generation Partners, LLC dated as of December 23, 2019
|
|
|
|
Filed herewith
|
|
x
|
Equity Capital Contribution Agreement with respect to Diamond State Generation Partners, LLC by and among Bloom Energy Corporation, Diamond State Generation Holdings, LLC, SP Diamond State Class B Holdings LLC, Assured Guaranty Municipal Corp. and Diamond State Generation Partners LLC, dated as of December 23, 2019
|
|
|
|
Filed herewith
|
|
x
|
Second Amended and Restated Master Operations and Maintenance Agreement between Bloom Energy Corporation as Operator and Diamond State Generation Partners, LLC dated as of December 23, 2019
|
|
|
|
Filed herewith
|
|
|
First Amendment to Repurchase Agreement between the Company and Diamond State Generation Partners LLC, dated June 14, 2019
|
|
|
|
Filed herewith
|
|
^
|
Offer Letter between the Company and Chris White, dated April 16, 2019
|
|
|
|
Filed herewith
|
|
^
|
Change of Control and Severance Agreement between the Company and Chris White dated April 16, 2019
|
|
|
|
Filed herewith
|
|
^
|
Offer Letter between the Company and Hari Pillai dated December 3, 2018.
|
|
|
|
Filed herewith
|
|
^
|
Change of Control and Severance Agreement between the Company and Hari Pillai dated December 3, 2018.
|
|
|
|
Filed herewith
|
|
|
List of Subsidiaries
|
|
|
|
Filed herewith
|
|
|
Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP
|
|
|
|
Filed herewith
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Filed herewith
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Filed herewith
|
|
**
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Filed herewith
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
Filed herewith
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
Filed herewith
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
Filed herewith
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
Filed herewith
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
Filed herewith
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
Filed herewith
|
^
|
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
|
**
|
The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
|
†
|
Confidential treatment requested with respect to portions of this exhibit.
|
x
|
Portions of this exhibit are redacted as permitted under Regulation S-K, Rule 601.
|
BLOOM ENERGY CORPORATION
|
||||
|
|
|
|
|
|
|
|
|
|
Date:
|
March 31, 2020
|
By:
|
|
/s/ KR Sridhar
|
|
|
|
|
KR Sridhar
|
|
|
|
|
Founder, President, Chief Executive Officer and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
March 31, 2020
|
By:
|
|
/s/ Randy Furr
|
|
|
|
|
Randy Furr
|
|
|
|
|
Executive Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ KR Sridhar
|
|
|
|
|
KR Sridhar
|
|
|
|
|
Founder, President, Chief Executive Officer and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ Randy Furr
|
|
|
|
|
Randy Furr
|
|
|
|
|
Executive Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ Michael Boskin
|
|
|
|
|
Michael Boskin
|
|
|
|
|
Director
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ Mary K. Bush
|
|
|
|
|
Mary K. Bush
|
|
|
|
|
Director
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ John T. Chambers
|
|
|
|
|
John T. Chambers
|
|
|
|
|
Director
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ L. John Doerr
|
|
|
|
|
L. John Doerr
|
|
|
|
|
Director
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ Jeffrey Immelt
|
|
|
|
|
Jeffrey Immelt
|
|
|
|
|
Director
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ Colin L. Powell
|
|
|
|
|
Colin L. Powell
|
|
|
|
|
Director
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ Scott Sandell
|
|
|
|
|
Scott Sandell
|
|
|
|
|
Director
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ Peter Teti
|
|
|
|
|
Peter Teti
|
|
|
|
|
Director
|
|
|
|
|
|
Date:
|
March 31, 2020
|
|
|
/s/ Eddy Zervigon
|
|
|
|
|
Eddy Zervigon
|
|
|
|
|
Director
|
|
•
|
|
if we were to seek to amend our Certificate of Incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and
|
|
•
|
|
if we were to seek to amend our Certificate of Incorporation in a manner that alters or changes the powers, preferences, or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.
|
|
(i)
|
upon the liquidation, dissolution or winding up of our business operations;
|
|
(ii)
|
upon the execution by us of a general assignment for the benefit of creditors or the appointment of a receiver or trustee to take possession of our property and assets;
|
|
(iii)
|
following our initial public offering, as to (a) any shares of Class B common stock that are converted to Class A common stock pursuant to our restated Certificate of Incorporation and (b) the Class A common stock resulting from such conversion (but such voting agreement shall remain effective as to any Class B common stock not so converted);
|
|
(iv)
|
from and after the third anniversary of our initial public offering, at any time upon such resolution by our board of directors;
|
|
(v)
|
upon the fifth anniversary of our initial public offering;
|
|
(vi)
|
upon the date that is 60 days following the date on which KR Sridhar, or his successor under the voting agreement, ceases to provide services to us as one of our officers;
|
|
(vii)
|
upon such date as of which none of the parties, other than KR Sridhar or his successor, to the then-outstanding voting agreements, was one of the five largest holders of our capital stock (which entered into a voting agreement) as of the date of our initial public offering; or
|
|
(viii)
|
at such time following the date of our initial public offering when there is no Class B common stock outstanding.
|
1.
|
Exhibit A, paragraph 3, of the Consulting Agreement is hereby amended in full to read as follows:
|
A.
|
As consideration for Services rendered, the Company shall pay the Consultant an annual retainer of $120,000 paid quarterly on April 30, July 31, October 30 and January 31, plus reimbursement for actual travel and other incurred costs.
|
B.
|
Expenses. The Company will reimburse Consultant for all reasonable expenses incurred by Consultant in performance the Services pursuant to the Agreement; provided that Consultant submits receipts for such expenses to the Company in accordance with Company Policy.
|
C.
|
Rates and Invoicing. Compensation will be due and payable based upon the pay rates described in Section 3(A). Once a quarter, Consultant shall submit to the Company a written invoice for Services and Expenses, and such statement shall be subject to approval of the Company’s Contact Person listed above, or other designated agent of the Company.”
|
2.
|
All capitalized terms used in this Amendment shall be as defined in the Consulting Agreement.
|
2
|
Definitions 2
|
2
|
Formation of the Company 2
|
Name 2
|
Term 2
|
Purpose 2
|
Powers 3
|
Offices 3
|
Title to Company Assets 3
|
No Partnership Intended 3
|
3
|
Membership Interests. 3
|
Actions by the Members. 5
|
Management Rights 6
|
Other Activities 6
|
No Right to Withdraw 7
|
Limitation of Liability of Members. 7
|
Liability for Deficits 10
|
Company Property 10
|
Retirement, Resignation, Expulsion, Bankruptcy or Dissolution of a Member 10
|
Withdrawal of Capital 10
|
[Reserved]. 10
|
Covenants. 10
|
Closing Obligations 11
|
Events of Default 11
|
Separateness 12
|
13
|
Capital Contributions. 13
|
Capital Accounts. 13
|
15
|
Maintenance of Separate Records for Phase 1 New Systems and Phase 2 New Systems 15
|
Revenue and Expense Statement. 18
|
Allocations 19
|
Adjustments 20
|
Tax Allocations. 21
|
Transfer or Change in Company Interest 22
|
Timing of Allocations 22
|
22
|
Distributions. 22
|
Withholding Taxes 25
|
Limitation upon Distributions 26
|
No Return of Distributions 26
|
26
|
Reports. 26
|
Books and Records and Inspection. 27
|
Bank Accounts, Notes and Drafts. 29
|
Intentionally Omitted. 29
|
Partnership Status and Tax Elections. 29
|
Company Tax Returns. 30
|
Tax Audits. 31
|
Cooperation 32
|
Fiscal Year 32
|
33
|
Management 33
|
Managing Member. 33
|
Major Decisions. 35
|
Insurance. 35
|
Notice of Material Breach 36
|
Letter of Credit. 36
|
37
|
Restrictions Applicable to All Transfers by Members. 37
|
Conditions to Transfers of Membership Interests 38
|
[Reserved]. 39
|
Conditions to Changes of Control of Upstream Entities. 39
|
Certain Permitted Transfers 40
|
Regulatory and Other Authorizations and Consents 40
|
Admission 40
|
Security Interest Consent 41
|
Tag-along Rights. 41
|
Indemnification; Other Rights of the Members. 43
|
Indemnification of Members by the Company 45
|
Direct Claims 45
|
Third Party Claims 45
|
No Duplication 46
|
Sole Remedy 47
|
Final Date for Assertion of Indemnity Claims 47
|
Reasonable Steps to Mitigate 47
|
Net of Insurance Benefits 47
|
No Consequential Damages 47
|
Payment of Indemnification Claims 48
|
Repayment; Subrogation 48
|
48
|
Events of Dissolution 48
|
Distribution of Assets. 49
|
In-Kind Distributions 50
|
Certificate of Cancellation. 50
|
50
|
Notices 50
|
Amendment 50
|
Partition 51
|
Waivers and Modifications 51
|
Severability 51
|
Successors; No Third-Party Beneficiaries 51
|
Entire Agreement 52
|
Governing Law 52
|
Further Assurances 52
|
Counterparts 52
|
Dispute Resolution 52
|
Confidentiality. 52
|
Joint Efforts 54
|
Specific Performance 54
|
Survival 55
|
Effective Date 55
|
Recourse Only to Member 55
|
ANNEXES
|
|
Annex I
|
Definitions
|
Annex II
|
Membership Interests
|
SCHEDULES
|
|
Schedule 4.2(d)
|
Member Names and Addresses
|
Schedule 5.2
|
Revenue and Expense Statement Information
|
Schedule 8.4
|
Required Insurance
|
|
|
EXHIBITS
|
|
Exhibit A
|
Form of Class A Membership Interests Certificate
|
Exhibit B
|
Form of Class B Membership Interests Certificate
|
Exhibit C
|
Form of Class C Membership Interests Certificate
|
Exhibit D
|
Form of Assignment Agreement
|
Exhibit E
|
Major Decisions
|
Exhibit F
|
Form of Operations Report
|
Exhibit G
|
Form of Class B Draw Request
|
Exhibit H
|
Form of Class C Draw Request
|
|
|
|
|
CLASS A MEMBER:
DIAMOND STATE GENERATION HOLDINGS, LLC
|
|
By:
|
|
Name:
|
|
Title:
|
|
SP DIAMOND STATE CLASS B HOLDINGS, LLC
|
|
By:
|
|
|
Name:
|
|
Title:
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
Class A Member
|
Number of Class A Membership Interests Owned
|
Percentage of Class A Membership Interests Owned
|
Diamond State Generation Holdings, LLC
|
5
|
100%
|
Class B Member
|
Number of Class B Membership Interests Owned
|
Percentage of Class B Membership Interests Owned
|
SP Diamond State Class B Holdings, LLC
|
100
|
100%
|
Class C Member
|
Number of Class C Membership Interests Owned
|
Percentage of Class C Membership Interests Owned
|
Assured Guaranty Municipal Corp.
|
100
|
100%
|
Member Name and Address
|
|
|
Diamond State Generation Holdings, LLC
4353 North 1st Street
San Jose, CA 95134
Attn: Mark Mesler
Email: [*]
|
|
|
SP Diamond State Class B Holdings, LLC
c/o Southern Power Company
30 Ivan Allen Jr. Blvd., NW
Bin SC 1108 Atlanta, GA 30308
Attention: Adam Houston, Assistant Comptroller
E-mail: [*]
with copies to:
Southern Power Company
30 Ivan Allen Jr. Blvd., NW
Bin SC 1108 Atlanta, GA 30308
Attention: John Pemberton, General Counsel
Attention: Sonnet Edmonds, Corporate Secretary
E-mail: [*][*]
Telephone: (404) [*]
|
|
|
Assured Guaranty Municipal Corp.
1633 Broadway
New York, New York 10019
Attention: General Counsel
Email: g[*]
|
|
|
Diamond State Generation Partners, LLC
|
|
|
By:
|
||
|
Name:
|
|
|
Title:
|
|
|
|
[____________________]
|
|
|
By:
|
||
|
Name:
|
|
|
Title:
|
|
|
|
|
|
||
|
|
|
|
|
Diamond State Generation Partners, LLC
|
|
|
By:
|
||
|
Name:
|
|
|
Title:
|
|
|
|
[____________________]
|
|
|
By:
|
||
|
Name:
|
|
|
Title:
|
|
|
|
Diamond State Generation Partners, LLC
|
|
|
By:
|
||
|
Name:
|
|
|
Title:
|
|
|
|
[____________________]
|
|
|
By:
|
||
|
Name:
|
|
|
Title:
|
|
|
|
|
|
||
|
|
|
|
|
[______________________]
as the Assignor |
|
|
By:
|
||
|
Name:
|
|
|
Title:
|
[_____________________]
as the Assignee |
|
|
By:
|
||
|
Name:
|
|
|
Title:
|
RE:
|
Fourth Amended and Restated Limited Liability Company Agreement of Diamond State Generation Partners, LLC, dated as of December 23, 2019 (as amended, modified for supplemented from time to time, the “LLCA”), by and between Diamond State Generation Holdings, LLC, a Delaware limited liability company, SP Diamond State Class B Holdings, LLC, a Delaware limited liability company (the “Class B Member”) and Assured Guaranty Municipal Corp., a New York insurance company. Capitalized terms used herein but undefined have the meanings set forth in the LLCA.
|
SP DIAMOND STATE CLASS B HOLDINGS, LLC
|
|
By:
|
|
|
Name:
|
|
Title:
|
RE:
|
Fourth Amended and Restated Limited Liability Company Agreement of Diamond State Generation Partners, LLC, dated as of December 23, 2019 (as amended, modified for supplemented from time to time, the “LLCA”), by and between Diamond State Generation Holdings, LLC, a Delaware limited liability company, SP Diamond State Class B Holdings, LLC, a Delaware limited liability company and Assured Guaranty Municipal Corp., a New York insurance company (“Class C Member”). Capitalized terms used herein but undefined have the meanings set forth in the LLCA.
|
ASSURED GUARANTY MUNICIPAL CORP.
|
|
By:
|
|
|
Name:
|
|
Title:
|
|
ii
|
|
ARTICLE I. DEFINITIONS
|
1
|
Definitions. 1
|
Other Definitional Provisions. 15
|
ARTICLE II. PURCHASE AND SALE
|
16
|
Appointment of Seller. 16
|
Conceptual Design. 16
|
Purchase Order. 16
|
Invoicing of Purchase Price 16
|
Payment of Purchase Price. 18
|
Purchase and Sale of Phase 2 New Systems. 20
|
Delay Liquidated Damages; Failure to Complete by Commissioning Date Deadline. 20
|
ARTICLE III. DELIVERY AND INSTALLATION OF PHASE 2 NEW SYSTEMS AND NEW BALANCE OF FACILITIES
|
21
|
Access to Site. 21
|
Delivery; Title; Risk of Loss. 21
|
Installation Services. 22
|
Commissioning Date Deadline. 23
|
Insurance. 23
|
Disposal; Right of First Refusal. 24
|
Third Party Warranties. 24
|
|
i
|
|
|
|
|
Access; Cooperation. 24
|
Performance Standards. 25
|
Coordination of Relationship. 25
|
ARTICLE IV. WARRANTIES
|
26
|
Pre-Commissioning Equipment Warranty; Manufacturer’s Warranty. 26
|
Exclusions. 27
|
Disclaimers. 28
|
Title. 28
|
ARTICLE V. RECORDS AND AUDITS
|
28
|
Record-Keeping Documentation; Audit Rights. 28
|
Reports; Other Information. 30
|
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF SELLER
|
30
|
Representations and Warranties of Seller. 30
|
Survival Period. 35
|
ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF BUYER
|
35
|
Representations and Warranties of Buyer. 35
|
Survival Period. 37
|
ARTICLE VIII. CONFIDENTIALITY
|
37
|
Confidential Information. 37
|
Restricted Access. Subject to Section 10.8: 37
|
|
ii
|
|
Permitted Disclosures. 38
|
ARTICLE IX. LICENSE AND OWNERSHIP; SOFTWARE
|
40
|
IP License to Use. 40
|
Grant of Third Party Software License; Data Rights. 41
|
Effect on Licenses. 41
|
No Software Warranty. 42
|
IP Related Covenants. 42
|
Representations and Warranties. 42
|
ARTICLE X. EVENTS OF DEFAULT AND TERMINATION
|
43
|
Seller Default. 43
|
Buyer Default. 44
|
Buyer’s Remedies Upon Occurrence of a Seller Default. 44
|
Seller’s Remedies Upon Occurrence of a Buyer Default. 45
|
Preservation of Rights. 45
|
Force Majeure. 45
|
No Duplication of Claims; Cumulative Limitation of Liability Caps. 45
|
Actions to Facilitate Continued Operations After a Buyer Termination. 46
|
ARTICLE XI. INDEMNIFICATION
|
47
|
IP Indemnity. 47
|
Indemnification of Seller by Buyer. 48
|
|
iii
|
|
Indemnification of Buyer by Seller. 49
|
Indemnification Procedure. 50
|
Limitation of Liability. 50
|
Survival. 51
|
After-Tax Basis 51
|
ARTICLE XII. MISCELLANEOUS PROVISIONS
|
51
|
Amendment and Modification. 51
|
Waiver of Compliance; Consents. 51
|
Notices. 51
|
Assignment. 52
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Dispute Resolution; Service of Process. 54
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Governing Law, Jurisdiction, Venue. 54
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Counterparts. 54
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Interpretation. 55
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Entire Agreement. 55
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Construction of Agreement. 55
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Severability. 55
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Further Assurances. 55
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Independent Contractor. 55
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Service Providers. 56
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Rights to Deliverables. 56
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Limitation on Export. 57
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iv
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Time of Essence. 57
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No Rights in Third Parties. 57
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No Modification or Alteration of DSGP Operating Agreement or Phase 1 CapEx Agreement. 57
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v
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vi
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To Seller:
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Bloom Energy Corporation
4353 N. 1st Street
San Jose, CA 95134
Attention: [*]Email: [*]
and to:
Bloom Energy Corporation
4353 N. 1st Street
San Jose, CA 95134
Attention: General Counsel |
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To Buyer:
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Diamond State Generation Partners, LLC
c/o SP Diamond State Class B Holdings, LLC
30 Ivan Allen Jr. Blvd.
Atlanta, GA 30308
Attention: General Counsel and Corporate Secretary
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with a copy to (which copy shall not constitute notice):
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
150 Fayetteville Street, Suite 2300
Raleigh, NC 27601
Attention: [*]
Telephone: [*]
Email: [*]
with a copy to (which copy shall not constitute notice):
Assured Guaranty Municipal Corp.
1633 Broadway
New York, New York 10019
Attention: General Counsel
Email: [*]
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1.
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Example screenshot to be delivered by Seller, with details on sample shown below:
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2.
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Seller’s properly completed Commissioning checklist in Excel format and in the form Seller previously delivered to Buyer via email.
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3.
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Seller’s current site plan and layout drawing showing the location and “Site ID” of each Phase 2 New System at its installed location within the Facility.
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1.
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Final OSHA 300Log (not required to be organized by Site)
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2.
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Final Incident Reports (to include First Aid logs, Final Root Cause Analysis Reports, and Final Near Miss Reports)
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3.
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Quality Documentation for Construction activities (if applicable)
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4.
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Permitting documentation (if applicable)
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5.
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An as-built package reflecting all Phase 2 New System installation details in AutoCAD.
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By: __________________________
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Name: __________________________
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Title: __________________________
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By: ………………………………………………………………
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Name:………………………………………………………………..
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Title:………………………………………………………………….
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Serial Number
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Project
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System Capacity
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Delivery Date
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By: ………………………………………………………………
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Name:………………………………………………………………..
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Title:………………………………………………………………….
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Serial Number
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Project
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System Capacity
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Delivery Date
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Commissioning Date
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§ Contractor Environmental Health & Safety Program
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§ Injury and Illness Prevention Program
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§ Heat Illness Prevention Program
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§ Emergency Action and Fire Prevention Plan
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§ Hazard Communication Program
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§ Corporate Electrical Standard – Specific Electrical Safe Work Practices
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§ Electrical Safety Awareness
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§ Lockout/Tagout
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§ Fall Protection Program (Working at Heights)
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§ Ladder Safety Program
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§ Powered Industrial Trucks (PIT)
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§ Hoist Safety Program
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§ Personal Protective Equipment (PPE)
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§ Respiratory Protection Program
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§ Hearing Conservation Program
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§ Hand and/or Powered Tools Safety Program
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§ Hot Work Process
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§ First Aid / CPR Program
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▪
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General contractors will be subject to the terms and conditions set forth in The American Institute of Architects Document A107 – 2007 as amended in certain cases
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▪
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General contractors are required to complete a Bloom Energy Contractor Qualification Training Program
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▪
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General contractor superintendents and foremen must be certified and qualified by Seller to be on site
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▪
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Standard safety protocols will be observed at all times:
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§
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Site superintendents are OSHA30 certified
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§
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Seller superintendents ensure general contractors follow all local and state OSHA and owner requirements
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§
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Confirmation of “Injury and Illness Prevention Program”
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§
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Seller included in the ISN program – 3rd party safety evaluation
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▪
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A project superintendent assigned by Seller will review subcontractor work according to a standard site verification check list
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▪
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Contractors will submit Contractor Quality Guarantees for each site providing written verification of points of assurance including torques per site, Megger testing and line flushing
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▪
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Prestart verification conducted for all sites to review and confirm the quality of subcontractor work
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▪
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Prior to Commissioning, Seller conducts an “OK to Start” meeting during which subcontractor quality of work is reviewed and confirmed as resolved
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▪
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All incidents are logged in a database and reviewed on an ongoing basis by Seller quality management as well as at the OK to Start meeting
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▪
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Quarterly business reviews conducted with general contractors to formally review incident data and mitigate process and workmanship issues.
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▪
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[*]
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1
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Definitions 1
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6
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Administrator's Responsibilities 6
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Existence 8
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8
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Administrator's Transitional Responsibilities. Until the Project Company provides written notice to the Administrator of its desire to terminate an applicable Nonreimbursable Transition Service or any other Service set forth in this Section 3.1, in addition to the Services provided pursuant to Article 2 above, the Administrator shall perform the Nonreimbursable Transition Services and the following Services for and on behalf of the Project Company: 8
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11
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Standard of Performance 11
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No Liability 12
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12
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Administration Fee; Expenses. 12
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Billing and Payment 13
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Records 13
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13
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Conditions 13
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Mitigation of Delay 13
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14
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Procedure. 14
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14
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Term 14
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[Reserved]. 14
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Early Termination 14
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Replacement of Agreement 15
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15
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Event of Default 15
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Bankruptcy 15
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Remedies 16
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16
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Indemnification. 16
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Exclusion of Consequential Damages 17
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Aggregate Liability 17
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[Reserved]. 17
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Insurance 17
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18
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Representations and Warranties 18
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19
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Assignment. 19
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Authorization 19
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Governing Law; Jurisdiction and Venue 19
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Independent Contractor 19
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Notice 20
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Usage 20
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Entire Agreement 21
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Amendment 21
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Confidential Information 21
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Third Party Beneficiaries 22
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Discharge of Obligations 22
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Severability 22
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Binding Effect 22
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Right of Offset 22
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No Liens 23
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No Modification or Alteration of MOMA or Project Company LLC Agreement 23
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(a)
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supervision and monitoring of the Service Providers and Seller,
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(a)
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upon request of the Managing Member, the provision of guidance and advice on interpreting the Base Case Model for purposes of budgeting,
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(b)
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overall coordination of the day-to-day operation of the Project and the Project Company (including the overall coordination of the performance of the Services),
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(c)
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reporting to and communication with the Managing Member regarding matters subject to the supervision of the Administrator under this Agreement,
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(d)
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preparation and submittal of (i) Documentation necessary to perform the obligations hereunder and (ii) Documentation, and, in the case of an Emergency Expenditure, oral notification, necessary in order to remit funds of the Project Company for payment of the Project Company's expenses,
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(e)
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preparation and submittal of capital contribution draw requests for the Project Company, as contemplated by the Project Company LLC Agreement, interacting
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(f)
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causing the insurance and related obligations required under Section 8.4 of the Project Company LLC Agreement to be obtained and maintained, solely with respect to the Bloom Systems and the Existing BOF,
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(g)
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using commercially reasonable efforts to cause the Project Company to discharge its obligation to comply with the QFCP-RC Tariff and performing other ancillary services required for compliance with the PJM Market Rules, the DPL Agreements, and the PJM Agreements, and
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(h)
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interacting and communicating, on behalf of the Project Company, with DPL and with PJM under the PJM Agreements.
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(a)
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bookkeeping and record keeping,
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(b)
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preparation and submittal of Documentation, and, in the case of an Emergency Expenditure, oral notification, necessary in order to remit funds of the Project Company for payment of the Project Company's expenses,
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(c)
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depositing funds into the accounts maintained on behalf of the Project Company pursuant to Section 3.1(k) hereof,
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(d)
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payment of the Project Company's expenses,
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(e)
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the making of distributions in accordance with the provisions hereof and the Project Company LLC Agreement,
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(f)
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preparation and submittal of capital contribution draw requests, as contemplated by the Project Company LLC Agreement,
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(g)
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preparation and submittal of purchase orders and other work on behalf of the Project Company in connection with ordering Bloom Systems under the under the Phase 1 CapEx Agreement and Phase 2 CapEx Agreement,
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(h)
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receiving and accepting, on behalf of the Project Company, title to and all incidents of ownership of those Bloom Systems,
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(i)
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preparation and delivery to the Project Company of (i) subject to receipt of all required information from the Project Company’s members, draft tax returns and any revisions received from the Project Company, provided that the Project
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(j)
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prepare and provide to the Project Company by the twentieth (20th) day after every month the Revenue and Expense Statement as set forth under the Project Company LLC Agreement, and
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(k)
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causing the insurance and related obligations required under Section 8.4 of the Project Company LLC Agreement to be obtained and maintained, solely with respect to the New BOF.
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(a)
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(i) Supervise and monitor (and with respect to such activities that are not required to be performed by the Operator under the MOMA, causing to be performed) day-to-day operations, maintenance and repair activities with respect to the Facilities, including planned and unplanned maintenance and repairs to the Facilities, (ii) coordinate all such activities (including, without limitation, outages, unavailability, etc.) with those of the Operator, the Seller, DPL, PJM, the Delaware Department of
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(b)
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At the principal office of the Administrator, maintain and permit access thereof to the Project Company and any Member during normal business hours to all records related to the production and sale of Energy, Capacity and other Products (as such terms are defined in the QFCP-RC Tariff) from the Project;
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(c)
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Perform on behalf of the Project Company all reporting and other routine management responsibilities reasonably believed by the Administrator to be required under the QFCP-RC Tariff, the PJM Market Rules, the DPL Agreements, the PJM Agreements, the Material Contracts and other agreements to which the Project Company is a party, including the Material Contracts and other agreements listed on Schedule 2.1(d) (which schedule shall be updated by Administrator when necessary), including, but only with the Project Company’s express written consent, representing the Project Company in ordinary course business matters with third parties arising thereunder;
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(d)
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Advise the Project Company to engage Service Providers as reasonably believed by the Administrator to be necessary or desirable, or as instructed by the Managing Member of the Project Company, to represent or perform services for the Project Company which are not being performed by the Operator under the MOMA;
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(e)
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Represent the Project Company in matters with governmental authorities relating to all Permits required to be obtained under the MOMA, and with the Project Company’s express written consent (but only for non-routine matters), prepare and submit, or cause to be prepared and submitted, all filings and notices of any nature which are required to be made by the Project Company under the terms of any Permits held by the Project Company or any laws, regulations or ordinances applicable to the Project Company or the Facilities or as required under the Project Company LLC Agreement;
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(f)
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Perform under this Agreement in accordance and consistent with all Legal Requirements, Permits, and Governmental Approvals (all as defined in the MOMA);
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(g)
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(i) Give prompt written notice to each Member of the Project Company of any litigation, disputes with governmental authorities, or force majeure events under the Material Contracts and losses suffered by the Project and notice of cancellation, termination or other material change in the insurance provided pursuant to the MOMA, in each case, promptly after learning of the same, (ii) furnish to each
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(h)
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Notify each Member of the Project Company promptly upon, but in any event within five (5) Business Days of, obtaining actual knowledge of any (i) notice of default delivered by a party to a Material Contract to the Project Company or the Administrator or (ii) default by a party to a Material Contract (other than the Project Company, the Administrator or any Affiliate thereof) under such Material Contract, in the case of either (i) or (ii), which default could reasonably be expected to cause material harm to the Project Company;
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(i)
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Upon the reasonable request of the Managing Member, (i) except as to Administrator’s trade secrets or information that Administrator reasonably deems as highly confidential to Administrator, disclose any information for any matter regarding the Services provided by the Administrator to the Project Company during the Transition Period and (ii) take any commercially reasonable actions in support of the Managing Member for such matter; and
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(j)
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Perform such other administrative tasks related to and consistent with the scope of the Services described herein and in the Project Company LLC Agreement, as the Managing Member of the Project Company may reasonably request from time to time; provided, however that in the event that the performance of such tasks that are not explicitly set forth in this Agreement increases the costs borne by the Administrator more than five percent (5%) of the aggregate Administrative Fee for a calendar year, the Administrator shall have the right to require the Project Company to engage in a renegotiation of the fees and expenses paid to the Administrator hereunder for such calendar year; provided further, however, that the Administrator shall continue to perform such other administrative tasks while such negotiation is ongoing.
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(a)
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Supervise and monitor, in accordance with the Prudent Operator Standard, the Service Providers with respect to their performance of services for the Project Company in relation to the Phase 1 New Systems and the Phase 2 New Systems, including maintenance, diagnostic, warranty and remedial obligations thereof (including performance by the Operator of its obligations under the MOMA);
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(b)
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Supervise and monitor, in accordance with the Prudent Operator Standard, the Seller with respect to its sale and installation of the Phase 1 New Systems and Phase 2 New Systems under the Phase 1 CapEx Agreement and Phase 2 CapEx Agreement, as applicable, including warranty and remedial obligations thereof;
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(c)
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Where necessary or desirable, taking of such actions as are necessary to enforce each Service Provider's or Seller's compliance with its obligations to the Project Company and subject to any approval requirements as provided in the Project Company LLC Agreement, hiring, firing and/or replacing any Service Provider;
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(d)
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Prepare and promptly pay, or cause to be paid, on behalf of the Project Company, all expenses incurred by the Project Company or that are due and payable under Material Contracts to which the Project Company is a party and all other contracts to which the Project Company is party, and promptly notify the Project Company of the same;
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(e)
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Handle all interactions with purchasers with regards to the sale of Energy, Capacity and other Products by the Project Company in accordance with the QFCP-RC Tariff (and as such terms are defined in the QFCP-RC Tariff); provided that nothing herein shall imply any duty of the Administrator under any circumstances to expend its own funds in payment of the expenses of the Project Company;
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(f)
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Prepare and promptly pay, on behalf of the Project Company, any amounts required to be paid by the Project Company under the Material Contracts to which the Project Company is a party and notify the Project Company of the same; provided that nothing herein shall imply any duty of the Administrator under any circumstances to expend its own funds in payment of the expenses of the Project Company;
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(g)
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In accordance with and subject to the provisions of the Project Company LLC Agreement, maintain complete and accurate financial books and records of the operations of the Project Company on an accrual basis in accordance with prudent business practices and GAAP and make such books and records available for inspection and copying during normal business hours on its premises, upon reasonable prior notice, by any Member of the Project Company, any designee of a lender to a Member of the Project Company, or any other Person authorized by the Managing Member of the Project Company to inspect or copy such books and records, subject to appropriate confidentiality safeguards;
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(h)
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In accordance with and subject to the provisions of the Project Company LLC Agreement, maintain at the Project Company's principal office and permit access thereof to the Project Company and any Member during normal business hours (i) true and full information regarding the status of the financial condition of the Project Company, including any financial statements that are available, until the statute of limitations expires on any IRS audit of the Project Company for the tax year to which such information and financial statements relate; (ii) minutes of the proceedings of the Members; (iii) promptly after becoming available, copies of the federal, state, and local income tax returns of the Project Company for each year (including information to support any grant application claim); (iv) a current list of the name and last known business, residence or mailing address of each Member of the Project Company and the Administrator; (v) a copy of the Project Company LLC Agreement, the Project Company's Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the Project Company LLC Agreement, the Project Company's Certificate of Formation, and all amendments thereto have been executed and copies of written consents of Members; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member; (vii) copies of records that would enable a Member to determine the Member's relative shares of the Project Company’s distributions and the Member's relative voting rights; and (viii) records and documents needed for the completion of annual Project performance reports (including information regarding annual energy production) and recapture certification;
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(i)
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Perform on behalf of the Project Company all routine administrative services reasonably required in connection with maintaining the Project Company's existence and operations, such as the filing of limited liability company reports;
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(j)
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(x) Provide such readily available information to the Members as they may reasonably request from time to time and (y) subject to site rules established by the Project Company, provide access as reasonably requested for the Members and their personnel and accompanied guests to the Facilities;
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(k)
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Maintain, in the name and for the exclusive benefit of the Project Company, accounts at one or more banks or other financial institutions for the deposit of all funds received by the Project Company during the Transition Period, and invest such funds in accordance with the investment provisions of the Project Company LLC Agreement; provided, that nothing herein shall imply any guarantee or undertaking by the Administrator with respect to the collection of amounts due to the Project Company or any return on such investments;
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(l)
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Promptly inform the Members of any proposed action or decision that arises which constitutes a Major Decision under the Project Company LLC Agreement and not take or permit any such action or decision without the prior required consent of the
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(m)
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In accordance with and subject to the provisions of the Project Company LLC Agreement, if so instructed by the Managing Member, (i) direct the defense of any claims made by the IRS to the extent that such claims relate to the adjustment of the Project Company items, (ii) promptly deliver to each Member a copy of all notices, communications, reports and writings received from the IRS relating to or potentially resulting in an adjustment of the Project Company items, (iii) promptly advise each Member of the substance of any conversations with the IRS in connection therewith and keep the Members advised of all developments with respect to any proposed adjustments that come to its attention; (iv) provide each Member with a draft copy of any correspondence or filing to be submitted by the Project Company in connection with any administrative or judicial proceedings relating to the determination of the Project Company items reasonably in advance of such submission; (v) incorporate all reasonable changes or comments to such correspondence or filing requested by any Member; (vi) provide each Member with a final copy of correspondence or filing; and (vii) provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of the Project Company items (including any meetings or conferences with counsel or advisors to the Project Company with respect to such proceedings);
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(n)
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Prepare (or cause to be prepared) financial statements required to be prepared pursuant to the Project Company LLC Agreement, as applicable, within the time periods specified therein;
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(o)
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Make distributions out of Company Distributable Cash as provided under the relevant provisions of the Project Company LLC Agreement;
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(p)
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At the Project Company’s sole expense, cause the Project Company to obtain and maintain insurance meeting the requirements of all coverage to be maintained on behalf of the Project Company, the Project and the Material Contracts and as otherwise authorized or directed by the Managing Member;
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(q)
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Notify the Members promptly of the receipt of any communication as to any deficiencies in the Project Company’s accounting practices from the Accounting Firm, or of the resignation of an Accounting Firm;
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(r)
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Maintain a register of membership interests of the Project Company and record therein any (i) transfers of membership interests made in accordance with the terms of the Project Company LLC Agreement and (ii) security interests of a secured party pursuant to any security interest permitted under the Project Company LLC Agreement;
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(s)
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Prepare equity contribution notices (and accompanying documentation) in accordance with the ECCA, and deliver them to the Managing Member and each Member of the Project Company; and
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(t)
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Prepare and submit draft purchase orders for the Project Company’s approval and perform other work on behalf of the Project Company in connection with preparing to order Bloom Systems under the Phase 2 CapEx Agreement.
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(a)
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The annual administration fee owed by the Project Company to the Administrator for the Services shall be an amount equal to $[*]/kW per year based on the aggregate System Capacity of the Project, as increased not more than once per year based on the increase in the U.S. Consumer Price Index since the Effective Date or most recent inflation adjustment (the "Administration Fee"), due in monthly installments based on the System Capacity of the Project as of the first day of the applicable month (pro-rated, if applicable, for the first month after the execution of this Agreement). The Parties acknowledge that the Administration Fee is a fair price, negotiated at arms-length, for the Services.
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(b)
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If the Administrator engages any third party to perform any Nonreimbursable Services or Nonreimbursable Transition Services, it shall be responsible for paying any fees and expenses of such third party and shall not be able to seek reimbursement therefor.
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(a)
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The Managing Member shall approve such payment to the Administrator of the (i) expenses and (ii) the portion of the Administration Fee specified in such invoice, less any portion of such expenses and Administration Fee that is disputed in good faith by a Member; and
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(b)
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The Parties shall attempt to resolve any such disputed portion in accordance with Article 7 hereof and any amount owed hereunder which remains unpaid more than ten days after the date such amount is due and payable under this Agreement shall accrue interest at the lesser of a monthly rate of one and five-tenths percent (1.5%) or the highest rate permissible by law, with such interest beginning to accrue from the first (1st) day after such amount became due and payable.
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(a)
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The Parties shall attempt, in good faith, to resolve or cure all disputes, controversies or claims relating to this Agreement by mutual agreement in accordance with this Article 7 before initiating any legal action or attempting to enforce any rights or remedies hereunder (including termination), at law or in equity (regardless of whether this Article 7 is referenced in the provision of this Agreement which is the basis for any such dispute).
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(b)
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If a Party believes that a dispute, controversy or claim under this Agreement has arisen, such Party shall within ten (10) days after such dispute, controversy or claim arises, give notice thereof to the other affected Party and the Managing Member, with respect to disputes involving the Project Company, which notice shall describe in reasonable detail the basis and specifics of the dispute, controversy or claim. A meeting or conference call shall be held promptly, and in no case later than five (5) days following delivery of such notice, attended by representatives of the Parties with decision- making authority regarding the dispute, controversy or claim to attempt in good faith to negotiate a resolution.
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(c)
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If, within twenty-one (21) days following the meeting required pursuant to Section 7.1(b), the Parties are unable to resolve the dispute, any Party may pursue whatever rights it has available under this Agreement, at law or in equity.
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(a)
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by the mutual agreement of the Parties; or
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(b)
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pursuant to Section 9.2 or 9.3.
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(a)
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Failure by a Party hereto to make any payment required to be made hereunder, if such failure shall continue for twenty (20) days after written notice thereof has been given to the non-paying Party; or
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(b)
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If there shall occur (i) any failure by the Administrator to comply in any material respect with any term, provision or covenant of this Agreement (other than a failure addressed by another paragraph of this Section 9.1), or (ii) a gross dereliction by the Administrator of its duties under this Agreement, and such failure or act described
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(c)
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Failure by the Project Company to comply in any material respect with any term, provision or covenant of this Agreement (other than a failure addressed by another paragraph of this Section 9.1), and such failure continues for thirty (30) days after receipt by the Project Company of written notice of such breach.
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(a)
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To the extent not prohibited by law, subject to the specific limitations of liability set forth in this Article 10, the Project Company shall indemnify and hold harmless the
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(b)
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To the extent not prohibited by law, subject to the specific limitations of liability set forth in this Article 10, the Administrator shall indemnify and hold harmless the Project Company, its officers, directors, employees and Affiliates from and against all Losses resulting from or arising out of the Administrator's performance of any of its obligations hereunder or the Administrator's negligence or willful misconduct in the performance of such obligations; provided, however, that the Project Company shall not have the right to be so indemnified for Losses arising out of or relating to the gross negligence or willful misconduct of the Project Company or a material breach of the Project Company's obligations under this Agreement unless such gross negligence, willful misconduct or material breach is as a result of any actions or omissions of the Administrator or any of its officers, directors, employees, Affiliates or subcontractors (for the purposes of this Section 10.1(b), the Administrator shall not be deemed to be an "Affiliate" of the Project Company).
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(c)
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Each Party hereby agrees that any claim for damages against the other Party under this Article 10 shall be reduced to the extent of any related insurance proceeds actually received by such claiming Party.
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(a)
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Worker's Compensation Insurance as required by the laws of the state where the Administrator’s facilities are located;
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(b)
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Employer's liability insurance with limits not less than One Million Dollars ($1,000,000); and
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(c)
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Commercial General Liability Insurance, including bodily injury and property damage liability including premises operations, contractual liability endorsements, products liability and completed operations with limits not less than Five Million Dollars ($5,000,000).
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(a)
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it is a limited liability company or a corporation, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;
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(b)
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it has taken all necessary action to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;
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(c)
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this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and the enforcement of debtors' obligations generally, and (ii) general principles of equity, regardless of whether enforcement is pursuant to a proceeding in equity or at law;
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(d)
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the execution, delivery and performance of this Agreement do not violate (i) its constituent documents, (ii) any contract to which it is a party or to which any of its properties are subject, or (iii) any law, rule, regulation, order, writ, judgment, injunction, decree or determination to which it is subject or by which its properties are bound;
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(e)
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no consent, authorization, approval or other action by, and no notice to or filing with, any governmental authority or any other Person is required for the due execution, delivery or performance of, or its ability to perform its obligations under, this Agreement by such Party; and
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(f)
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there is no action, suit or proceeding at law or in equity or by or before any governmental authority, arbitral tribunal or other body now pending or threatened against or affecting it or its property, which would reasonably be expected to have a material adverse effect on the transactions contemplated by this Agreement.
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(a)
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The Administrator may not assign its rights and obligations under this Agreement to any third party unless the prior written consent of the Project Company has been obtained; provided, that the Administrator shall be entitled to subcontract any of its obligations under this Agreement without consent or to assign its obligations under this Agreement to an Affiliate under common ownership with the Administrator, provided further that such assignment shall not excuse the Administrator from the obligation to competently perform any assigned obligations or any of its other obligations under the Agreement.
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(b)
|
The Project Company may not assign its rights and obligations under this Agreement to any third party without the prior written consent of the Administrator.
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To the Administrator:
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Bloom Energy Corporation
4353 N. 1st Street
San Jose, CA 95134
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Attn: Scott Reynolds
Telephone: (408) [*]
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Fax: (408) [*]
Email: [*]
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To the Project Company:
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Diamond State Generation Partners, LLC
4353 N. 1st Street
San Jose, CA 95134
Attn: Vice President
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with a copy to:
SP Diamond State Class B Holdings, LLC
c/o Southern Power Company
30 Ivan Allen Jr. Blvd., NW
Bin SC 1108 Atlanta, GA 30308
Attention: Adam Houston, Assistant Comptroller
E-mail: [*]
Telephone: (404) [*]
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(a)
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a reference in this Agreement to a Person includes, unless the context otherwise requires, such Person's permitted assignees; (b) a reference in this Agreement to a law, license, or permit includes any amendment, modification or replacement to such law, license or permit;
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(a)
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accounting terms used in this Agreement shall have the meanings assigned to them by GAAP; (d) a reference in this Agreement to an article, section, exhibit, schedule or appendix is to an article, section, exhibit, schedule or appendix of this Agreement unless otherwise stated;
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(b)
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a reference in this Agreement to any document, instrument or agreement shall be deemed to include all appendices, exhibits, schedules and other attachments thereto and all documents, instruments or agreements issued or executed in substitution
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(c)
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unless otherwise specified, the words "hereof," "herein" and "hereunder" and words or similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and
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(d)
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the words "include" and "including" and words of similar import used in this Agreement are not limiting and shall be construed to be followed by the words "without limitation", whether or not they are in fact followed by such words.
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BLOOM ENERGY CORPORATION,
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a Delaware corporation
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By:
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Name:
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Title:
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DIAMOND STATE GENERATION PARTNERS, LLC,
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a Delaware limited liability company.
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By: Diamond State Generation Holdings, LLC
Its: Manager
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By:
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Name:
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Title:
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2
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Defined Terms 2
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2
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Initial Funding and Issuance of Class C Membership Interests 2
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Capital Contributions; Letter of Credit 2
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Closing 3
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Funding Mechanics 3
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4
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Representations and Warranties of Bloom with Respect to the Company 4
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Additional Representations and Warranties of Bloom and DSGH 10
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[Reserved] 12
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Representations and Warranties of Southern 12
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Representations and Warranties of AGM 14
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15
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15
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Conditions to the Obligations of Each Party 15
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Conditions Precedent to the Obligations of AGM on the Effective Date 16
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Conditions Precedent to the Obligations of Bloom and the Company on the Effective Date 18
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19
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Conditions Precedent to the Obligations of AGM on each Subsequent Funding Date. 19
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Post-Closing Covenants. 20
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20
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21
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Indemnification 21
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Direct Claims 24
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Third Party Claims 24
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No Duplication 25
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Sole Remedy 25
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Survival 26
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Final Date for Assertion of Indemnity Claims 26
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Mitigation and Limitations on Indemnified Costs 26
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Payment of Indemnification Claims 27
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Repayment; Subrogation 27
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After-Tax Basis 27
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28
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Annexes and Schedules 28
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Disclosure Schedules 28
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Amendment, Modification and Waiver 28
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Severability 28
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Expenses 28
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Parties in Interest 28
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Notices 29
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Counterparts 30
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Entire Agreement 30
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Governing Law; Choice of Forum; Waiver of Jury Trial 31
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Public Announcements 31
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Assignment 31
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Relationship of Parties 32
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Date
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Amount
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On or before [*]
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[*]
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On or before [*]
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[*]
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On or before [*]
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[*]
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On or before [*]
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[*]
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On or before [*]
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[*]
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On or before [*]
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[*]
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On or before [*]
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$0
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By: __________________________
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Name:
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Title:
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By: __________________________
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Name:
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Title:
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ii
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ARTICLE I. DEFINITIONS
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2
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Definitions. 2
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Other Definitional Provisions. 16
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ARTICLE II. APPOINTMENT OF OPERATOR AS SERVICE PROVIDER
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17
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Appointment of Operator. 17
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Access to Sites. 17
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Performance Standards. 17
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Disposal; Right of First Refusal. 18
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Insurance. 18
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Third Party Warranties. 18
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Access; Cooperation. 18
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ARTICLE III. FACILITY SERVICES
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19
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In General. 19
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Operation and Maintenance Services. 20
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Service Fees. 23
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Remote Monitoring; BloomConnect. 24
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Permits; Tariff. 25
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Coordination of Relationship. 26
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ARTICLE IV. WARRANTIES
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26
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i
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Facility Services Warranty. 26
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Output Guaranty. 27
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Project Efficiency Guaranty. 27
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[Reserved]. 28
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Output Warranty. 28
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[Reserved]. 28
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Project Warranty. 28
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Exclusions. 29
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Warranty and Guaranty Claims. 29
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Disclaimers. 31
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ARTICLE V. RECORDS AND AUDITS
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32
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Record-Keeping Documentation; Audit Rights. 32
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Reports; Other Information. 34
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ARTICLE VI. DATA ACCESS
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34
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Access to Data and Meters. 34
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ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF OPERATOR
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35
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Representations and Warranties of Operator. 35
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ARTICLE VIII. REPRESENTATIONS AND WARRANTIES OF OWNER
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38
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Representations and Warranties of Owner. 38
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ARTICLE IX. CONFIDENTIALITY
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39
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ii
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Confidential Information. 39
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Restricted Access. Subject to Section 11.8: 40
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Permitted Disclosures. 41
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ARTICLE X. INTELLECTUAL PROPERTY
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43
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No Software Warranty. 43
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Representations and Warranties. 43
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ARTICLE XI. EVENTS OF DEFAULT AND TERMINATION
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43
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Operator Default. 43
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Owner Default. 44
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Owner’s Remedies Upon Occurrence of an Operator Default. 44
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Operator’s Remedies Upon Occurrence of an Owner Default. 45
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Preservation of Rights. 45
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Force Majeure. 45
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No Duplication of Claims; Cumulative Limitation of Liability Caps. 46
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Actions to Facilitate Continued Operations After an Owner Termination. 46
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Termination at Expiration of Tariff; Removal of Facilities by Operator. 47
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Termination of Owner Obligations 48
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ARTICLE XII. INDEMNIFICATION
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48
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IP Indemnity. 48
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iii
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Indemnification of Operator by Owner. 50
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Indemnification of Owner by Operator. 50
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Indemnity Claims Procedure. 51
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Limitation of Liability; Waiver. 52
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Liquidated Damages; Estoppel. 53
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Survival. 53
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After-Tax Basis. 53
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ARTICLE XIII. MISCELLANEOUS PROVISIONS
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53
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Amendment and Modification. 53
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Waiver of Compliance; Consents. 54
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Notices. 54
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Assignment. 55
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Dispute Resolution; Service of Process. 56
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Governing Law, Jurisdiction, Venue. 57
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Counterparts. 57
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Interpretation. 57
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Entire Agreement. 57
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Construction of Agreement. 58
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Severability. 58
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Further Assurances. 58
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Independent Contractor. 58
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Service Providers. 59
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iv
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Rights to Deliverables. 59
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Limitation on Export. 60
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Time of Essence. 60
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No Rights in Third Parties. 60
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No Modification or Alteration of DSGP Operating Agreement. 60
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Amendment and Restatement of First A&R MOMA. 60
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v
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To Operator:
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Bloom Energy Corporation
4353 N. 1st Street, San Jose CA 95134
Attention: Scott Reynolds Email: [*]
and to:
Bloom Energy Corporation
4353 N. 1st Street, San Jose CA 95134
Attention: General Counsel |
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To Owner:
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Diamond State Generation Partners, LLC
c/o SP Diamond State Class B Holdings, LLC
30 Ivan Allen Jr. Blvd.
Atlanta, GA 30308
Attention: General Counsel and Corporate Secretary
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with copies to (which copies shall not constitute notice):
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
150 Fayetteville Street, Suite 2300
Raleigh, NC 27601
Attention: Timothy S. Goettel
Telephone: [*]
Email: [*]
and
Assured Guaranty Municipal Corp.
1633 Broadway
New York, New York 10019
Attention: General Counsel
Email: [*]
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OWNER:
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DIAMOND STATE GENERATION PARTNERS, LLC
a Delaware limited liability company |
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By: ____________________________
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Name:
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Title:
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OPERATOR:
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BLOOM ENERGY CORPORATION
a Delaware corporation |
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By: ____________________________
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Name:
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Title:
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•
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Aggregate System Capacity of Bloom Systems in Project: 27,500 kW
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•
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Hours in applicable Calendar Quarter: (8760 hours/year)*(1 year/4 Quarters) = 2,190 hours
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•
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Hours subject to Exclusion under Section 4.8: 2.19 (0.1% of Hours in applicable Calendar Quarter as modeled)
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•
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Minimum Power Product = (27,500kW) * [*] = [*]kW
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Sample Output Guaranty Calculation
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Assumptions
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Number of Bloom Systems
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50
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System Capacity
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250
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kW
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Output Guaranty
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[*]%
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Days in Month
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30
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Exclusion Hours
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0
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Monthly Minimum kWh
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#VALUE!
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[*]
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kWh
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Sample Output Warranty Calculation
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Assumptions
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Number of Bloom Systems
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50
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System Capacity
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250
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kW
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Output Guaranty
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[*]%
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Days in Month
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30
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Exclusion Hours
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0
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Monthly Minimum kWh
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#VALUE!
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[*]
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kWh
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Year
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Service Fees ($/kW/month)
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Manufacturer’s Warranty Period
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N/A
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Warranty Year 2
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$[*]
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Warranty Year 3
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$[*]
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Warranty Year 4
|
$[*]
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Warranty Year 5
|
$[*]
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Warranty Year 6
|
$[*]
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Warranty Year 7
|
$[*]
|
Warranty Year 8
|
$[*]
|
Warranty Year 9
|
$[*]
|
Warranty Year 10
|
$[*]
|
Warranty Year 11
|
$[*]
|
Warranty Year 12
|
$[*]
|
Warranty Year 13
|
$[*]
|
Warranty Year 14
|
$[*]
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Warranty Year 15
|
$[*]
|
Warranty Year 16
|
$[*]
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Warranty Year 17
|
$[*]
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Warranty Year 18
|
$[*]
|
Warranty Year 19
|
$[*]
|
Warranty Year 20
|
$[*]
|
Warranty Year 21
|
$[*]
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Warranty Year 22
|
$[*]
|
Warranty Year 23
|
$[*]
|
Warranty Year 24
|
$[*]
|
Warranty Year 25
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$[*]
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Warranty Year 26
|
$[*]
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Warranty Year 27
|
$[*]
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Warranty Year 28
|
$[*]
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Warranty Year 29
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$[*]
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Warranty Year 30
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$[*]
|
§ Contractor Environmental Health & Safety Program
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§ Injury and Illness Prevention Program
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§ Heat Illness Prevention Program
§ RCRA Contingency Plan and Emergency Procedures
§ SPCC Plan
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§ Emergency Action and Fire Prevention Plan
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§ Hazard Communication Program
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§ Corporate Electrical Standard – Specific Electrical Safe Work Practices
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§ Electrical Safety Awareness
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§ Lockout/Tagout
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§ Fall Protection Program (Working at Heights)
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§ Ladder Safety Program
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§ Powered Industrial Trucks (PIT)
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§ Hoist Safety Program
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§ Personal Protective Equipment (PPE)
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§ Respiratory Protection Program
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§ Hearing Conservation Program
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§ Hand and/or Powered Tools Safety Program
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§ Hot Work Process
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§ First Aid / CPR Program
|
▪
|
General contractors will be subject to the terms and conditions set forth in The American Institute of Architects Document A107 – 2007 as amended in certain cases
|
▪
|
General contractors are required to complete a Bloom Energy Contractor Qualification Training Program
|
▪
|
General contractor superintendents and foremen must be certified and qualified by Operator to be on site
|
▪
|
Standard safety protocols will be observed at all times:
|
§
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Site superintendents are OSHA30 certified
|
§
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Operator superintendents ensure general contractors follow all local and state OSHA and owner requirements
|
§
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Confirmation of “Injury and Illness Prevention Program”
|
§
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Operator included in the ISN program – 3rd party safety evaluation
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▪
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A project superintendent assigned by Operator will review subcontractor work according to a standard site verification check list
|
▪
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Contractors will submit Contractor Quality Guarantees for each site providing written verification of points of assurance including torques per site, Megger testing and line flushing
|
▪
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Prestart verification conducted for all sites to review and confirm the quality of subcontractor work
|
▪
|
All incidents are logged in a database and reviewed on an ongoing basis by Operator quality management
|
▪
|
Quarterly business reviews conducted with general contractors to formally review incident data and mitigate process and workmanship issues
|
§
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Comply with all terms, conditions and limitations of all Permits, including the following related to air Permits:
|
§
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Records of daily, monthly and annual natural gas fuel consumption by the fuel cells
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§
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Records of the sulfur content of the natural gas utilized to operate the fuel cells
|
§
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Documentation that the desulfurization canisters are operated and maintained according to manufacturer’s recommendations and good engineering practices
|
§
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Records of all routine and non-routine maintenance at the Facility relating to environmental health and safety
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§
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Calculate and record monthly the 12-month rolling total emissions for nitrogen oxide, carbon monoxide, volatile organic compounds and sulfur dioxide
|
§
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Comply with the Spill Prevention Control and Countermeasure (SPCC) regulations including the following:
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§
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Maintain an accurate and current SPCC Plan
|
§
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Compliance with the spill response procedure
|
§
|
Maintain accurate records of spill logs
|
§
|
Conducting routine inspections and maintaining accurate records of the inspections
|
§
|
Comply with the Resource Conservation and Recovery Act (RCRA) regulations and any applicable State and local laws and regulations.
|
§
|
Sites classified as a Large Quantity Generator of hazardous waste shall comply with the RCRA regulations and any applicable State and local laws and regulations including the following:
|
§
|
Accurate account of quantity limits of hazardous waste generated per month
|
§
|
EPA ID Number
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§
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Ensure hazardous waste is removed within the appropriate time limits
|
§
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Compliance of storage and management of containers, tanks, drip pads or containment buildings
|
§
|
Conduct hazardous waste management and emergency procedures training for appropriate personnel
|
§
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Maintain the Contingency Plan and Emergency Procedures plan
|
§
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Hazardous waste should be packaged and labeled properly for shipment off site to an approved RCRA facility for treatment, storage, and disposal
|
§
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Maintain accurate tracking of hazardous waste transportation
|
§
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Preparation and submittal of Biennial Reports
|
§
|
Reporting of required signed manifests not received back
|
|
▪
|
Annual maintenance activities:
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
▪
|
Site obligations:
|
§
|
An e-mail announcement of a service appointment will be sent to address(es) specified by the client informing of a service visit in advance of a service visit
|
§
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Field Service personnel will sign in at a security office as required by client
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§
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Field Service personnel will safely and securely maintain and repair the systems as needed in accordance with our established and released procedures
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§
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Bloom HR and EH&S will work with clients to fulfill requirements for certification of drug testing, training, and other Environmental Health & Safety (EH&S) procedures
|
▪
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Site visit protocols:
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§
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Works with customers and Product Development to resolve issues
|
§
|
Provides detailed documentation for each maintenance element performed
|
§
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Inspection of installed equipment to ensure peak performance
|
§
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Inspection of all components to ensure proper operation within product and environmental specifications
|
§
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Clearly and professionally interact with customer regarding status of site visits, performance of their systems and general fuel cell education
|
▪
|
Spare Parts
|
§
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Bloom Energy Product Support maintains a list of all spare parts including field replaceable units (FRUs) and consumables for each of its commercial products and BOF
|
§
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Spare parts are stocked in localized third party logistics depots in each service zone
|
§
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The most common and most critical parts are stocked in each local depot and replenished on a weekly schedule
|
§
|
Parts not stocked in localized depots are dispatched from our Milpitas, CA warehouse via FedEx or other carriers and couriers
|
▪
|
Failure Response Protocol:
|
▪
|
Emergency Response Protocol:
|
§
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Contact lists of BE personnel to be contacted during normal business hours and during off hours (24-7-365 emergency escalation path) are provided for each region where Bloom Systems are located in order to remedy situations posing a risk to persons or property
|
§
|
Remote shutdown from Bloom RMCC if required
|
§
|
Emergency power off button provided onsite
|
▪
|
Remote monitoring:
|
§
|
24/7/365 performance monitoring and control of fleet
|
§
|
1st level troubleshooting
|
§
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Cross-functional interface with engineering, software, controls, quality
|
§
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Optimize performance
|
§
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Support new customer site start-ups
|
§
|
Customer performance analysis – daily
|
▪
|
Standards Compliance:
|
§
|
Complies with Rule 21 interconnection
|
§
|
ANSI/CSA FC 1: Stationary Fuel Cell Power Systems – Safety
|
§
|
IEEE 1547 – Standard for Interconnecting Distributed Resources with Electric Power Systems
|
§
|
NFPA 853 – The Standard for Installation of Stationary Fuel Cell Power Systems
|
§
|
NFPA 70 – The National Electrical Code
|
§
|
NFPA 54 – The National Fuel Gas Code
|
▪
|
Subcontracted Services. The following may in some cases be performed by subcontractors:
|
§
|
Water DI system replenishment
|
§
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STS and transfer switch maintenance and repair
|
§
|
Some annual maintenance and upgrade work
|
§
|
Filter delivery, replacement, removal
|
§
|
High Voltage transformer and switchgear maintenance
|
§
|
Circuit breaker and similar maintenance
|
§
|
Some fuel cell module performance upgrades
|
§
|
NG conditioning canister replacement
|
▪
|
Management Staff:
|
§
|
Customer Installations Group (CIG) – Turnkey design, engineering, procurement, permitting and installation
|
§
|
Services – Commissioning, operations and monitoring of Bloom Systems
|
§
|
Customer Experience – Interface with customer
|
§
|
PPA Operations – Certain administrative duties
|
▪
|
All Bloom Systems are instrumented to securely record over 1000 data points per Bloom System and stored in a Data Historian that resides in a Secure Co-located Data Center and Backed Up for data recovery
|
▪
|
CIG and Service employees are subject to drug tests, background checks and other screening protocols based on customer site requirements
|
▪
|
Bloom Energy maintains a Code of Safe Practices and ensures that copies are provided to all applicable field service technicians and includes:
|
§
|
Injury and illness prevention program
|
§
|
Required Personal Protection Equipment (PPE)
|
§
|
Corporate EH&S Standard
|
§
|
Proper use of Powered Industrial Trucks
|
§
|
Contracted Crane Operations
|
§
|
Ladder safety program
|
§
|
Electrical Safety and Lock-Out Tag-Out (LOTO)
|
§
|
Fall protection
|
§
|
First Aid/CPR program
|
§
|
Contractor EH&S program
|
§
|
Bloom Energy Safety Commitment
|
Description
|
CSV Tag Name
|
Data Type
|
Scale
|
Data Format
|
Total KW
Stamp total power
|
Stamp_Total_Power
|
Analog
|
10
|
KW
|
Total KWh
Cumulative Stamp Energy Output
|
Stamp_Totalizer_Energy
|
Analog
|
1
|
KWH
|
Fuel Consumption
Cumulative Stamp Fuel Usage
|
Stamp_Totalizer_Fuel
|
Analog
|
100
|
MCF
|
Fuel Flow
Stamp Total Fuel Flow
|
Stamp_Total_Fuel_Flow
|
Analog
|
10
|
SCFM
|
Efficiency
Efficiency of the entire site based on fuel consumption, fuel heating value, and energy production.
|
Stamp_Efficiency
|
Analog
|
10
|
%
|
Fuel Pressure
Stamp Total Fuel Pressure
|
Stamp_Fuel_Pressure
|
Analog
|
10
|
PSI
|
Water Pressure
Stamp Water Pressure
|
Stamp_Water_Pressure
|
Analog
|
10
|
PSI
|
Run Time
Stamp Run Hours
|
Stamp_Run_Time
|
Analog
|
100
|
Days
|
EPO Status
Emergency Power Off Status
|
EPO_Status
|
Digital
|
-
|
|
Description
|
CSV Tag Name
|
Data Type
|
Scale
|
Data Format
|
ES0# KW
Energy Server Total Power
|
Stamp_Total_Power
|
Analog
|
10
|
KW
|
§
|
[*]
|
§
|
[*]
|
§
|
[*]
|
(a)
|
The second recital of the Repurchase Agreement is hereby deleted in its entirety and replaced with the following:
|
(b)
|
The definition of “Interim Period” in Section 1.1 of the Repurchase Agreement is hereby deleted in its entirety and replaced with the following:
|
(c)
|
Section 2.4 of the Repurchase Agreement is hereby deleted in its entirety and replaced with the following:
|
EXECUTIVE
|
BLOOM ENERGY CORPORATION
|
/s/ Chris White
|
/s/ Shawn Soderberg
|
Name: Chris White
|
By: Shawn Soderberg
EVP General Counsel and Secretary
|
EXECUTIVE
|
BLOOM ENERGY CORPORATION
|
/s/ Hari Pillai
|
/s/ Grace Jones
|
Name: Hari Pillai
|
By: Grace Jones
Sr. Director, Human Resources
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction
|
|
|
|
Bloom Energy 2009 PPA Portfolio Holding Company, LLC
|
|
Delaware
|
|
|
|
Diamond State Generation Holdings, LLC
|
|
Delaware
|
|
|
|
2012 V PPA Holdco, LLC
|
|
Delaware
|
|
|
|
2013B ESA Holdco, LLC
|
|
Delaware
|
|
|
|
2014 ESA HoldCo, LLC
|
|
Delaware
|
|
|
|
2015 ESA HoldCo, LLC
|
|
Delaware
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BE Development, Inc.
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Delaware
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Bloom Energy (India) Pvt. Ltd.
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India
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1.
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I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of Bloom Energy Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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March 31, 2020
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By:
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/s/ KR Sridhar
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KR Sridhar
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Founder, President, Chief Executive Officer and Director
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(Principal Executive Officer)
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1.
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I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of Bloom Energy Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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March 31, 2020
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By:
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/s/ Randy Furr
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Randy Furr
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Chief Financial Officer
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(Principal Financial Officer)
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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3.
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Date:
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March 31, 2020
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By:
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/s/ KR Sridhar
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KR Sridhar
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Founder, President, Chief Executive Officer and Director
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(Principal Executive Officer)
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date:
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March 31, 2020
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By:
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/s/ Randy Furr
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Randy Furr
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Chief Financial Officer
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(Principal Financial Officer)
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