Outstanding Loans and Security Agreements

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Outstanding Loans and Security Agreements

Outstanding Loans and Security Agreements

The following is a summary of our debt as of March 31, 2024 (in thousands, except percentage data):

	Unpaid Principal Balance		Net Carrying Value						Interest Rate	Maturity Dates	Entity
			Current		Long- Term		Total
3% Green Convertible Senior Notes due June 2028	$	632,500	$	—	$	616,184	$	616,184	3.0%	June 2028	Company
2.5% Green Convertible Senior Notes due August 2025	230,000		—		227,293		227,293		2.5%	August 2025	Company
Total recourse debt	862,500		—		843,477		843,477
4.6% Term Loan due October 2026	2,972		—		2,972		2,972		4.6%	October 2026	Korean JV
4.6% Term Loan due April 2026	1,486		—		1,486		1,486		4.6%	April 2026	Korean JV
Total non-recourse debt	4,458		—		4,458		4,458
Total debt	$	866,958	$	—	$	847,935	$	847,935

The following is a summary of our debt as of December 31, 2023 (in thousands, except percentage data):

	Unpaid Principal Balance		Net Carrying Value						Interest Rate	Maturity Dates	Entity
			Current		Long- Term		Total
3% Green Convertible Senior Notes due June 2028	$	632,500	$	—	$	615,205	$	615,205	3.0%	June 2028	Company
2.5% Green Convertible Senior Notes due August 2025	230,000		—		226,801		226,801		2.5%	August 2025	Company
Total recourse debt	862,500		—		842,006		842,006
4.6% Term Loan due October 2026	3,085		—		3,085		3,085		4.6%	October 2026	Korean JV
4.6% Term Loan due April 2026	1,542		—		1,542		1,542		4.6%	April 2026	Korean JV
Total non-recourse debt	4,627		—		4,627		4,627
Total debt	$	867,127	$	—	$	846,633	$	846,633

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, Bloom SK Fuel Cell, LLC, a joint venture in the Republic of Korea with SK ecoplant (the “Korean JV”). The differences between the unpaid principal balances and the net carrying values apply to deferred financing costs. We and our subsidiary were in compliance with all financial covenants as of March 31, 2024 and December 31, 2023.

Recourse Debt Facilities

3% Green Convertible Senior Notes due June 2028 and Capped Call Transactions

Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for discussion of our 3% Green Convertible Senior Notes due June 2028 (the “3% Green Notes”) and privately negotiated capped call transactions in connection with the pricing of the 3% Green Notes.

The noteholders could not convert their 3% Green Notes during the quarter ended March 31, 2024, as the Closing Price Condition, as defined in the indenture, dated as of May 16, 2023, between us and U.S. Bank Trust Company, National Association, as trustee, was not met during the three months ended December 31, 2023 as per the indenture, dated as of May 16, 2023.

Total interest expense recognized related to the 3% Green Notes for the three months ended March 31, 2024 was $5.7 million, and was comprised of contractual interest expense of $4.7 million and amortization of the initial purchasers’ discount and other issuance costs of $1.0 million. There was no interest expense recognized related to the 3% Green Notes for the three months ended March 31, 2023. We have not recognized any special interest expense related to the 3% Green Notes to date.

The amount of unamortized debt issuance costs as of March 31, 2024 and December 31, 2023, was $16.3 million and $17.3 million, respectively.

2.5% Green Convertible Senior Notes due August 2025

Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for discussion of our 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”).

The noteholders could not convert their 2.5% Green Notes during the quarter ended March 31, 2024, as the Closing Price Condition, as defined in the indenture, dated as of August 11, 2020, between us and U.S. Bank National Association, as trustee, was not met during the three months ended December 31, 2023 as per the indenture, dated as of August 11, 2020.

Total interest expense recognized related to the 2.5% Green Notes for the three months ended March 31, 2024 and 2023, was $1.9 million and $1.9 million, and was comprised of contractual interest expense of $1.4 million and $1.4 million and amortization of issuance costs of $0.5 million and $0.5 million, respectively. We have not recognized any special interest expense related to the 2.5% Green Notes to date.

The amount of unamortized debt issuance costs as of March 31, 2024 and December 31, 2023, was $2.7 million and $3.2 million, respectively.

Non-recourse Debt Facilities

Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements in our Annual Form 10-K for the fiscal year ended December 31, 2023 for discussion of our non-recourse debt.

Repayment Schedule and Interest Expense

The following table presents details of our outstanding loan principal repayment schedule as of March 31, 2024 (in thousands):

Remainder of 2024	$	—
2025	230,000
2026	4,458
2027	—
2028	632,500
Thereafter	—
	$	866,958