Fluence Energy(FLNC) - 2024 Q4 - Annual Report

Energy Storage Assets and Operations - Fluence Energy has 5.0 GW of energy storage assets deployed and 7.5 GW of contracted backlog as of September 30, 2024[17] - The company's global operational and maintenance services team manages 4.3 GW of energy storage assets with an additional 4.1 GW in contracted backlog[17] - Fluence deployed energy storage products in 33 markets across 25 countries as of September 30, 2024[35] - Fluence had a gross global pipeline of 115.9 GWs, including 51.4 GWs for energy storage solutions and services as of September 30, 2024[35] - United States customers composed the largest portion of the energy storage pipeline at 14.5 GWs (28%) as of September 30, 2024[35] - Fluence had $4.5 billion of remaining performance obligations (backlog) as of September 30, 2024, with 16% related to AES[35] - Fluence offers five energy storage solutions: Gridstack Pro, Gridstack, Sunstack, Edgestack, and Ultrastack, each optimized for specific customer use cases[28] - The company's proprietary energy management system, Fluence OS, enables critical grid services such as frequency regulation, peak shaving, and solar energy time-shifting[28] - Fluence provides comprehensive engineering and delivery services, including project design and full-wrap turnkey installation[29] - Fluence-designed Battery Packs initiated domestic production in Utah in September 2024, incorporating battery cells manufactured in Tennessee[30] - The company initiated production of Fluence-made battery modules in September 2024, featuring a new technology-agnostic battery management system[124] Digital Offerings and Technology - Fluence's digital offerings are used by 18.3 GW of renewable energy assets, with 10.6 GW of contracted backlog related to these offerings[17] - Fluence's digital applications include Fluence Mosaic and Fluence Nispera, leveraging AI and data science technologies[33] - The company's energy storage solutions sales and installation cycle is lengthy, often requiring significant upfront education for prospective customers[124] - The company faces risks of defects, errors, and vulnerabilities in its energy storage solutions and digital application offerings, which could lead to reputational damage and legal claims[124][125][127] - The company's warranty reserves are based on estimates and could be materially impacted by future product performance and failure rates[133] Market and Regulatory Environment - BloombergNEF estimates the global utility-scale market, excluding China, will add approximately 2,529 GWh of energy storage between 2024 and 2035[19] - U.S. IRA introduces a 30% ITC for standalone energy storage projects meeting wage and apprenticeship requirements[60] - U.S. IRA includes a 10% bonus credit for projects in energy communities and 10-20% for low-income community projects[60] - U.S. tariff on lithium-ion non-EV batteries from China to increase from 7.5% to 25% effective January 1, 2026[62] - EU Battery Regulation entered into force in August 2023, targeting low carbon footprint and high recycling efficiency for batteries sold in the EU[63] - European Electricity Market Design reform effective July 2024, introducing flexibility assessments and national storage objectives starting 2026[63] - Germany introduced an energy storage strategy in December 2023, with a capacity mechanism expected to launch in 2028[67] - U.S. FERC Order 2023 issued in July 2023 to speed up grid interconnection for over 10,000 energy projects[68] - U.S. FERC Order 1920 issued in May 2024, requiring 20-year transmission planning to integrate renewable energy and storage[68] - Greece conducted a 2.6 GWh energy storage tender, Hungary a 440 MW tender, and Bulgaria a 3 GWh RESTORE tender[67] - Spain's PERTE regime targets over 2 GWh of storage assets through tenders[67] - U.S. states and regional TSOs have policies supporting clean energy and battery storage, including tax credits and grants[64] - Federal, state, and local regulations in the U.S. influence electricity pricing, net metering, and interconnection for energy storage[66] - Energy storage projects require interconnection agreements, typically pre-approved by local regulatory bodies[68] - FERC's PURPA 2020 reforms reduce capacity threshold from 20 MW to 5 MW, potentially reducing opportunities for PURPA-eligible battery energy storage products[180] - Supreme Court overturns Chevron deference, potentially altering methodology for determining qualifying facility eligibility under PURPA[180] - FERC's Order No. 2023 aims to reform interconnection procedures for new generating facilities, impacting energy storage industry[180] - Section 301 tariff rate on lithium-ion non-EV batteries imported from China to increase from 7.5% to 25% effective January 1, 2026[183] - IRA introduces ITC for standalone energy storage technology with a minimum capacity of 5 kWh, with bonus rate of 30% if prevailing wage and apprenticeship requirements are met[182] - Uncertainty in IRA guidance may cause customers to delay projects, negatively affecting company's results of operations[182] - Potential decline in sales in Americas region if company cannot meet U.S. domestic content requirements for energy storage solutions[182] - Increased tariffs and trade restrictions, particularly between U.S. and China, may adversely impact company's supply chain and results of operations[183] - OECD's global minimum corporate tax rate of 15% under Pillar Two to be implemented in EU, with potential impact on company's tax obligations[185] - Changes in tax laws or regulations, including IRA-related tax incentives, may materially and adversely impact company's business, financial condition, and results of operations[187] - Company may incur substantial costs due to compliance with environmental, health, and safety laws, including potential liabilities related to lithium-ion batteries and hazardous materials[188] - Adoption of more stringent environmental regulations could require significant expenditures and impact business operations[188] - Company faces risks from evolving data privacy and security laws, including the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA)[190] - Compliance with GDPR in Europe and UK GDPR may lead to additional costs, operational changes, and potential fines[190] - Increasing enforcement of privacy laws on cookies and tracking technologies could limit marketing effectiveness and increase compliance costs[190] - Integration of AI and machine learning technologies poses risks due to evolving privacy regulations like GDPR's 'privacy by design' principle[190] - Company is subject to ongoing SEC investigations and other legal proceedings that could impact financial condition and operations[191] - Regulatory processes in nascent energy storage markets may require amendments to existing laws, potentially leading to litigation[193] Financial Performance and Risks - Company achieved approximately $30.3 million of net income in fiscal year 2024[83] - Company expects aggregate costs to increase substantially in the foreseeable future due to investments in customer base expansion and public company operations[83] - Company experienced variability in order intake, with higher volumes in the second half of fiscal year 2024[85] - Projects typically have a lead time of 12 to 18 months from contract execution to substantial completion[85] - Company relies on a limited number of third-party contract manufacturers for battery energy storage systems[90] - Company is in the process of qualifying new manufacturers in APAC and Americas regions[92] - Manufacturing delays or disruptions could impact the ability to meet customer deadlines and affect brand reputation[90] - Supply chain disruptions may cause delays in shipping, delivery, and project completion[88] - Company faces risks related to scaling up manufacturing to larger commercial volumes[89] - Potential delays in qualifying new manufacturers could lead to increased reliance on existing manufacturers[92] - Company faces risks due to dependence on certain battery and inverter suppliers, impacting working capital and supply chain stability[93] - Global demand for lithium-ion battery cells may cause supplier delays, shortages, and price volatility, affecting sales and operations[94] - Reliance on a single U.S. battery cell supplier for domestic content offerings poses supply risks[97] - Two largest customers accounted for approximately 50% of annual revenue in fiscal year 2024, with AES and affiliates contributing 41%[107] - Lithium-ion battery pack prices increased in fiscal year 2022 but declined in fiscal years 2023 and 2024, with uncertainty over future cost trends[105] - International supply chain risks, including trade disruptions and tariffs, could impact material availability and costs[101][102] - Compliance with forced labor regulations like UFLPA may increase supply chain costs and disrupt operations[103][105] - Company is subject to commodity price fluctuations for raw materials such as lithium, cobalt, and nickel, affecting product costs[105] - Potential loss of significant customers or reduction in order volume could materially harm revenue and financial condition[107] - Increasing competition in energy storage solutions and services may impact customer retention and revenue growth[108] - The company faces increasing competition in the energy storage industry due to rising demand and regulatory changes, both domestically and internationally[109] - A significant portion of the company's annual sales in fiscal years 2022, 2023, and 2024 were direct sales to AES and its affiliates[110] - The company's growth strategy heavily relies on attracting new customers and retaining existing ones, with failure to do so potentially harming business operations[110] - Marketing initiatives in the energy storage and SaaS markets are becoming more difficult and expensive, with potential risks to revenue and operational results[113] - The company's ability to manage rapid growth and expansion is critical, with potential strain on management, operational, and financial infrastructure[115] - The company depends on third-party general contractors for energy storage installations, with past issues in timeliness and quality of services[117] - Competition for qualified personnel in the energy storage industry is intense, with challenges in hiring and retaining skilled employees[118] - The company's hybrid work policy in the U.S. may impact its ability to attract and retain talent compared to competitors with more flexible arrangements[120] - Risks associated with project delays, including government authorizations, permits, and customer financing, could impact the company's operations[121] - Regulatory changes in electricity pricing, net metering, and incentives could increase costs for customers, making energy storage solutions less appealing[122] - The company's pipeline and contracted backlog may not result in actual revenue or profitability due to market uncertainties and customer financing challenges[137] - Acquisitions are a key strategy for growth, with past acquisitions including Fluence Nispera in 2022 and a software platform in 2020, but integration risks remain significant[139] - Battery prices increased in fiscal year 2022 but decreased in fiscal years 2023 and 2024, impacting the company's contracting strategy and margin preservation[146] - Global energy storage capacity grew 63% annually between 2015 and 2020, with an estimated addition of 2,529 GWh in the utility-scale market (excluding China) from 2024 to 2035[147] - The company faces risks from project delays, liquidated damages, and supply chain disruptions, particularly due to COVID-19 impacts in fiscal years 2021 and 2022[142] - The economic benefit of the company's energy storage solutions depends on local utility electricity rates, which are subject to change and could affect demand[149] - The company relies on U.S. domestic supply chains for growth, and delays or increased costs in these supply chains could harm project timelines and customer relationships[146] - The company may face challenges in obtaining letters of credit, surety bonds, or other financial assurances for projects, which could impact liquidity and indemnification obligations[142] - Renewable energy adoption and demand for the company's offerings are influenced by factors such as cost-effectiveness, government incentives, and energy market fluctuations[145] - The company's market growth assumptions include declining lithium-ion battery costs, increased electricity demand, and grid complexity, which may prove inaccurate[147] - Macroeconomic uncertainty and market conditions may reduce demand for the company's energy storage solutions and services, impacting financial results[150] - Increased interest rates or reduced availability of tax equity and project financing could lower demand for the company's energy storage solutions[151] - A significant percentage of end-users rely on third-party financing for renewable energy storage systems, and higher interest rates could reduce investment attractiveness[152] - Severe weather events and climate change may disrupt the company's operations, supply chain, and project sites, increasing costs and risks[154] - Increasing ESG scrutiny and evolving regulations may lead to higher compliance costs and reputational risks for the company[155] - The 2024 Credit Agreement imposes restrictions on the company's ability to incur debt, make payments, and pursue business opportunities[157] - The company may need to raise additional capital to support operations, R&D, and international expansion, potentially diluting existing stockholders[159] - Failure to secure financing on favorable terms could hinder the company's ability to develop products and execute its business plan[160] Intellectual Property and Cybersecurity - Company holds over 179 granted patents worldwide and has 82 patent applications pending as of September 2024[50] - Company has over 108 registered trademarks with domestic and foreign trademark offices as of September 2024[50] - Company relies on trade secret protection and confidentiality agreements for proprietary know-how and software not covered by patents[50] - The company relies on a combination of patent, trademark, trade-secret, copyright, and other intellectual property protection laws to safeguard its internally developed technology and intellectual property[161] - The company plans to expand its internal intellectual property team and increase filings for trademarks, patents, and other intellectual property protections both in the U.S. and abroad[161] - The company faces risks of intellectual property infringement claims from third parties, including competitors and non-practicing entities, which could result in costly litigation and potential redesign efforts[163] - The company may need to enter into licensing agreements or develop alternative technologies if found to infringe on third-party intellectual property, which could be time-consuming and expensive[163] - The company’s trademarks and trade names may be challenged, infringed, or declared generic, potentially harming its ability to build brand recognition[165] - The company may face difficulties enforcing its intellectual property rights in foreign jurisdictions, particularly in developing countries where legal systems may not favor such enforcement[166] - The company could be subject to claims that its employees, consultants, or advisors have wrongfully used or disclosed trade secrets from their current or former employers[166] - The company’s pending patent applications may not be granted, or existing patents may be contested, invalidated, or limited in scope, potentially allowing competitors to exploit similar technologies[167] - Company's issued patents may not provide adequate protection against competitors, potentially leading to invalidation or rejection of patent applications[169] - Company's business highly depends on maintaining effective information and operational technology systems, with potential risks of data loss or corruption[169] - Company must invest in long-term solutions to enhance customer experience and protect against cybersecurity risks, including potential harm from cyber-attacks[169] - Company experienced cybersecurity incidents in the past, with potential future incidents exposing it to claims, litigation, and regulatory investigations[169] - SEC issued final rules in 2023 related to cybersecurity risk management, increasing regulatory burden and compliance costs[169] - Company uses open-source software, which may pose risks to proprietary software and solutions, including potential claims and legal costs[172] - Company licenses intellectual property from third parties, with potential risks of losing license rights if obligations are not met[172] - Company may face challenges in licensing third-party intellectual property on reasonable terms, affecting commercialization of new solutions[175] - Compromises or interruptions in company's systems could lead to delays in business operations and affect results[176] Ownership and Corporate Governance - AES Grid Stability owns approximately 28.5% of the economic interest in Fluence Energy, LLC and 66.6% of the combined voting power of Fluence Energy, Inc.[18] - Siemens entities collectively represent approximately 13.3% of the combined voting power and 28.5% of the economic interest in Fluence Energy, Inc.[18] - QHL owns 3.8% of the combined voting power and 8.1% of the economic interest in Fluence Energy, Inc.[18] - As of September 30, 2024, the company had 129,421,797 shares of Class A common stock outstanding, with 63,254,327 shares freely tradable by public investors[203] - AES Grid Stability owns 51,499,195 LLC Interests, which could be redeemed for an equivalent number of Class A common stock shares[203] - The company has reserved 9,500,000 shares of Class A common stock for issuance under the 2021 Equity Plan, with 5,207,625 shares still available for grant as of September 30, 2024[203] - Continuing Equity Owners control approximately 83.7% of the combined voting power of the company's common stock[206] - The company may issue additional securities for investments, acquisitions, or capital raising, potentially constituting a material portion of outstanding Class A common stock[205] - The SEC is investigating the company's revenue recognition practices, internal controls, and certain service contracts with related parties[205] - The company relies on its Founders' brands and reputation for establishing customer relationships, which could be impacted by changes in Founders' ownership[209] - The company may be required to pay additional taxes due to partnership audit rules under U.S. federal income tax law[211] - Fluence Energy, LLC's future tax savings from redemptions are estimated at $126.4 million[215] - Siemens and AES are entitled to receive $107.4 million under the Tax Receivable Agreement, representing 85% of the tax savings[215] - Fluence Energy, Inc. expects to benefit from 15% of the cash tax benefits realized from tax basis adjustments[215] - The 2024 Credit Agreement limits the company's ability to make certain payments, including dividends and distributions[212] - Fluence Energy, LLC is obligated to make tax distributions to holders of LLC Interests, subject to limitations and restrictions[212] - The Tax Receivable Agreement requires payments equal to 85% of the tax benefits realized by Fluence Energy, Inc.[215] - Siemens Industry, Inc. redeemed 58,586,695 LLC Interests of Fluence Energy, LLC on June 30, 2022[215] - AES Grid Stability redeemed 7,087,500 LLC Interests of Fluence Energy, LLC on December 8, 2023[215] - Fluence Energy, Inc. may use excess cash for obligations under the Tax Receivable Agreement or other purposes[214] - Non