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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2021
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-40978
Fluence Energy, Inc.
(Exact name of registrant as specified in its charter)

Delaware
87-1304612
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
4601 Fairfax Drive, Suite 600
Arlington, Virginia
22203
(Address of Principal Executive Offices)
(Zip Code)
(833)358-3623
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.00001 par valueFLNC
The Nasdaq Global Select Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyo
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of February 9, 2022, the registrant had 54,143,275 shares of Class A common stock outstanding and 117,173,390 shares of Class B-1 common stock outstanding.


Table of Contents
Table of Contents
Page
Quantitative and Qualitative Disclosures About Market Risk
2

Table of Contents
Part I - Financial Information
Item 1. Financial Statements
FLUENCE ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(U.S. Dollars in Thousands, except share and per share amounts)
December 31,
2021
September 30,
2021
Assets
Current assets:
Cash and cash equivalents$632,143 $36,829 
Trade receivables, net of allowances ($88 and $90 at December 31 and September 30, 2021, respectively)
56,136 46,664 
Unbilled receivables86,933 101,975 
Receivables from related parties48,388 33,362 
Advances to suppliers40,586 9,741 
Inventory, net442,356 389,787 
Other current assets74,793 43,157 
Total current assets1,381,335 661,515 
Non-current assets:
Property and equipment, net8,567 8,206 
Intangible assets, net35,145 36,057 
Goodwill9,167 9,176 
Deferred income tax asset1,184 1,184 
Other non-current assets47,256 1,537 
Total non-current assets101,319 56,160 
Total assets$1,482,654 $717,675 
Liabilities, Stockholders’ Equity, Members’ Deficit, and Mezzanine Equity
Current liabilities:
Accounts payable$92,802 $158,366 
Deferred revenue145,765 71,365 
Borrowing from line of credit 50,000 
Borrowing from related parties 50,000 
Personnel related liabilities22,990 12,861 
Accruals and provisions214,838 186,143 
Payables and deferred revenue with related parties206,021 227,925 
Taxes payable17,764 12,892 
Other current liabilities2,175 1,941 
Total current liabilities702,355 771,493 
Non-current liabilities:
Personnel related liabilities1,859 1,607 
Accruals and provisions340 774 
Total non-current liabilities2,199 2,381 
Total liabilities704,554 773,874 
Commitments and contingencies (Note 12)
Mezzanine equity (0 and 18,493,275 units issued and outstanding as of December 31, 2021 and September 30, 2021, respectively)
— 117,235 
Stockholders’ Equity / Members’ Deficit
Members’ capital contributions
106,152 
Preferred stock, $0.00001 per share, 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021.
 — 
Class A common stock, $0.00001 par value per share, 1,200,000,000 shares authorized; 54,143,275 shares issued and outstanding as of December 31, 2021.
 — 
Class B-1 common stock, $0.00001 par value per share, 300,000,000 shares authorized; 117,173,390 shares issued and outstanding as of December 31, 2021
1 — 
Class B-2 common stock, $0.00001 par value per share, 300,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021
 — 
Additional paid-in capital281,347 — 
Accumulated other comprehensive income (loss)4(285)
Accumulated deficit(28,805)(279,301)
Total stockholders’ equity attributable to Fluence Energy, Inc./ Members’ deficit252,547 (173,434)
Non-controlling interests525,553 — 
Total stockholders’ equity and members’ deficit778,100 (173,434)
Total liabilities, stockholders’ equity, members’ deficit, and mezzanine equity$1,482,654 $717,675 
The accompanying notes are an integral part of these statements
3

Table of Contents
FLUENCE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS (UNAUDITED)
(U.S. Dollars in Thousands, except share and per share amounts)
Three Months Ended December 31,
20212020
Revenue$27,054 $97,828 
Revenue from related parties147,833 18,405 
Total revenue174,887 116,233 
Cost of goods and services228,036 111,434 
Gross (loss) profit(53,149)4,799 
Operating expenses:
Research and development10,758 4,144 
Sales and marketing13,059 4,741 
General and administrative31,201 6,722 
Depreciation and amortization1,427 1,070 
     Interest expense682 89 
Other income (expense), net(826)156 
Loss before income taxes(111,102)(11,811)
Income tax expense358 685 
Net loss(111,460)(12,496)
Net loss attributable to non-controlling interests(82,655)$(12,496)
Net loss attributable to Fluence Energy, Inc.$(28,805)n/a
Weighted average number of Class A common shares outstanding:
Basic and diluted54,143,275 n/a
Loss per share of Class A common stock
Basic and diluted$(0.53)n/a
Foreign currency translation gain (loss), net of income tax (expense) benefit of $0 in each period
$299 $(851)
Total other comprehensive income (loss)299 (851)
Total comprehensive loss(111,161)(13,347)
Comprehensive loss attributable to non-controlling interest(82,570)$(13,347)
Total comprehensive loss attributable to Fluence Energy, Inc.$(28,591)n/a

The accompanying notes are an integral part of these statements
4

Table of Contents
FLUENCE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY, MEMBERS’
DEFICIT, AND MEZZANINE EQUITY (UNAUDITED)
(U.S. Dollars in Thousands, except share/unit amounts)

Mezzanine
Equity
Members’ capital contributionsClass A
Common Stock
Class B-1
Common Stock
Additional
Paid-In
Capital
Accumulated DeficitAccumulated
Other
Comprehensive
(Loss) Income
Non-Controlling
interest
Total stockholders’ equity and
 members’ deficit
SharesAmountSharesAmount
Balance at September 30, 2021
$117,235 $106,152 — $— — $— $ $(279,301)$(285)$— $(173,434)
Net loss prior to the Transactions— — — — — — — — — (20,317)(20,317)
Other comprehensive gain prior to the Transactions, net of income tax expense of $0
— — — — — — — — 175 — 175 
Effect of the Organizational Transactions(117,235)(106,152)18,493,275  117,173,390 1 (24,091)279,301 75 (31,899)117,235 
Issuance of Class A Common stock in IPO, net of issuance costs— — 35,650,000 — — — 295,740 — — 640,022 935,762 
Net loss subsequent to the transactions— — — — — — — (28,805)— (62,338)(91,143)
Activity under stock compensation plan— — — — — — 9,698 — —  9,698 
Other comprehensive gain subsequent to the Transactions, net of income tax expense of $0
— — — — — — — — 39 85 124 
Balance at December 31, 2021
$— $— 54,143,275 $ 117,173,390 $1 $281,347 $(28,805)$4 $525,553 $778,100 

Limited Members’ CapitalAccumulated
Other
Comprehensive
(Loss) Income
DeficitTotal Members’ Deficit
UnitsAmount
Balance at September 30, 20207,920,000 $99,872 $201 $(117,298)$(17,225)
Net loss— — — (12,496)(12,496)
Other comprehensive loss, net of income tax benefit of $0
— — (851)— (851)
Balance at December 31, 2020
7,920,000 $99,872 $(650)$(129,794)$(30,572)
The accompanying notes are an integral part of these statements
5

Table of Contents
FLUENCE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(U.S. Dollars in Thousands)
Three Months Ended
December 31,
20212020
Operating activities
Net loss$(111,460)$(12,496)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization1,427 1,070 
Amortization of debt issuance costs137  
Inventory provision3,517  
Stock based compensation expense24,877  
Provision (benefit) on loss contracts5,668 (1,399)
Changes in operating assets and liabilities:
Trade receivables(9,472)4,094 
Unbilled receivables15,042 (21,961)
Receivables from related parties(15,026)(13,857)
Advances to suppliers(30,845)(5,219)
Inventory(56,086)(141,213)
Other current assets(134)(718)
Other non-current assets(35,371)(15)
Accounts payable(59,244)(27,353)
Payables and deferred revenue with related parties(21,904)26,727 
Deferred revenue74,400 30,609 
Current accruals and provisions23,027 110,491 
Taxes payable4,872 (3,340)
Other current liabilities(4,794)(3,935)
Other non-current liabilities(182)207 
Net cash used in operating activities(191,551)(58,308)
Investing activities
Cash paid for business acquisition (18,000)
Purchase of property and equipment(870)(1,055)
Net cash used in investing activities(870)(19,055)
Financing activities
Proceeds from issuance of Class A common stock sold in the IPO, net of underwriting discounts947,991  
Payment of IPO costs(5,465) 
Payment of transaction cost related to issuance of membership units(6,320) 
Payment of debt issuance costs(2,719) 
Repayment of promissory notes – related parties(50,000) 
Borrowing from line of credit 22,000 
Repayment to line of credit(50,000) 
Net cash provided by financing activities833,487 22,000 
Effect of exchange rate changes on cash and cash equivalents280 (868)
Net increase (decrease) in cash and cash equivalents641,346 (56,231)
Cash, cash equivalents, and restricted cash as of the beginning of the period38,069 95,051 
Cash, cash equivalents, and restricted cash as of the end of the period$679,415 $38,820 
Supplemental Cash Flows Information:
Interest Paid$503 $ 
Cash paid for income taxes$9 $178 
Non-cash financing activities
Reclassification of deferred offering costs to additional paid-in capital$6,764 $ 
IPO costs included in accounts payable$4,865 $ 
The accompanying notes are an integral part of these statements
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FLUENCE ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.    Organization and Operations
Fluence Energy, Inc., a Delaware corporation (“the Company”), was formed on June 21, 2021. We conduct our business operations through Fluence Energy, LLC and its direct and indirect subsidiaries. Fluence Energy, LLC was formed on June 30, 2017 as a joint venture between Siemens Industry, Inc. (“Siemens Industry”), an indirect subsidiary of Siemens AG (“Siemens”), and AES Grid Stability, LLC (“AES Grid Stability”), an indirect subsidiary of the AES Corporation (“AES”), and commenced operations on January 1, 2018. We refer to Siemens Industry and AES Grid Stability as the “Founders” in this Quarterly Report on Form 10-Q (this “Report”)
Fluence Energy LLC, with its wholly owned subsidiaries including Fluence Energy GmbH in Germany, Fluence Energy Pty Ltd. in Australia, Fluence Energy Inc. in the Philippines, Fluence Energy Global Production Operation, LLC in Delaware, Fluence Energy Singapore PTE. Ltd. in Singapore, and Fluence BESS India Private Limited, is primarily engaged in the construction and sale of battery-based energy storage products and provides related operational services. Except where the content clearly indicates otherwise, “Fluence,” “we,” “us,” “our” or the “Company” refers to Fluence Energy, Inc. and its wholly owned subsidiaries.
The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company’s CODM reviews financial information on a condensed consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating segment, which corresponds to one reportable segment.
QFH’s Investment on Fluence Energy, LLC
On December 27, 2020, Fluence Energy, LLC entered into an agreement with QIA Florence Holdings LLC (“QFH” or the “Blocker Company”) for a $125.0 million investment. QFH was issued 18,493,275 Class B units of Fluence Energy, LLC. QFH is an affiliate of the Qatar Investment Authority (“QIA”), the sovereign wealth fund of Qatar, and its subsidiaries and affiliates. At September 30, 2021, the investment was recognized at carrying value within mezzanine equity on the consolidated balance sheets. As discussed below under “Initial Public Offering and Related Transactions,” during the three months ended December 31, 2021, QFH elected to convert their Class B units, which is a conversion available to all of the holders of Fluence Energy, LLC Class A and Class B units. Accordingly, as of December 31, 2021, no mezzanine equity is recorded on the condensed consolidated balance sheets.
Initial Public Offering and Related Transactions
On November 1, 2021, the Company completed an initial public offering (the “IPO”) in which it issued and sold 35,650,000 shares of its Class A common stock, par value $0.00001 per share, at the public offering price of $28.00 per share, which includes the exercise by the underwriters of their option to purchase an additional 4,650,000 shares of the Company’s Class A common stock. The net proceeds to the Company from the IPO were $935.8 million, after deducting underwriting discounts and offering expenses payable by the Company.
We consummated the following transactions (the “Organizational Transactions”) in connection with the IPO (collectively with the IPO, the “Transactions”):
we amended and restated the existing limited liability company agreement of Fluence Energy, LLC, which became effective prior to the consummation of the IPO, to, among other things, (1) recapitalize all existing ownership interests in Fluence Energy, LLC into 135,666,665 LLC Interests and (2) appoint Fluence Energy, Inc. as the sole managing member of Fluence Energy, LLC upon its acquisition of LLC Interests;
we amended and restated Fluence Energy, Inc.’s certificate of incorporation to, among other things, provide (1) for Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our stockholders generally, (2) for Class B-1 common stock, with each share of our Class B-1 common stock entitling its holder to five votes per share on all matters presented to our stockholders generally, (3) for Class B-2 common stock, with each share of our Class B-2 common stock entitling its holder to one vote per share on all matters presented to our stockholders generally, and that shares of our Class B-1 and Class B-2 common stock may only be held by the Founders and their respective permitted transferees;
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we acquired, by means of one or more mergers (the “Blocker Mergers”), the Blocker Company and issued to its owner, Qatar Holding LLC (the “Blocker Shareholder”), 18,493,275 shares of our Class A common stock as consideration in the Blocker Mergers;
we issued 117,173,390 shares of our Class B-1 common stock to the Founders, which is equal to the number of LLC Interests held by such Founders, for nominal consideration;
we used the net proceeds from the IPO to purchase 35,650,000 newly issued LLC Interests directly from Fluence Energy, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less the underwriting discount and estimated offering expenses payable by us;
Fluence Energy, LLC used the net proceeds from the sale of LLC Interests to Fluence Energy, Inc. to repay all outstanding borrowings under our existing Line of Credit and the Promissory Notes (each as defined in Note 10 -    Short-term Borrowing );
AES Grid Stability, Siemens Industry, and the Blockers Shareholder (collectively, the “Continuing Equity Owners”) and Fluence Energy, Inc. have entered into the Stockholders Agreement and the Registration Rights Agreement. Fluence Energy, Inc., Fluence Energy, LLC, and the Founders entered into a tax receivable agreement (the “Tax Receivable Agreement”).
Immediately following the consummation of the Transactions:
Fluence Energy, Inc. became a holding company and its principal asset consists of LLC Interests it purchases directly from Fluence Energy, LLC and acquired indirectly from the Blocker Shareholder;
Fluence Energy, Inc. became the sole managing member of Fluence Energy, LLC and controls the business and affairs of Fluence Energy, LLC and its direct and indirect subsidiaries;
Fluence Energy, Inc. owns, directly or indirectly, 54,143,275 LLC Interests, representing approximately 31.6% of the economic interest in Fluence Energy, LLC;
the Founders own (1) 117,173,390 LLC Interests, representing approximately 68.4% of the economic interest in Fluence Energy, LLC and (2) 117,173,390 shares of Class B-1 common stock of Fluence Energy, Inc., representing approximately 91.5% of the combined voting power of all of Fluence Energy, Inc.’s common stock;
the Blocker Shareholder owns (1) 18,493,275 shares of Class A common stock of Fluence Energy, Inc., representing approximately 2.9% of the combined voting power of all of Fluence Energy, Inc.’s common stock and approximately 34.2% of the economic interest in Fluence Energy, Inc., (2) directly and indirectly through Fluence Energy, Inc.’s ownership of LLC Interests, approximately 10.8% of the economic interest in Fluence Energy, LLC;
the investors in our IPO own (1) 35,650,000 shares of Class A common stock of Fluence Energy, Inc., representing approximately 5.6% of the combined voting power of all of Fluence Energy, Inc.’s common stock and approximately 65.8% of the economic interest in Fluence Energy, Inc., and (2) through Fluence Energy, Inc.’s ownership of LLC Interests, indirectly hold approximately 20.8% of the economic interest in Fluence Energy, LLC; and
we have 23,988,372 shares of Class A common stock reserved for issuance pursuant to awards under our incentive compensation plans.
2.    Summary of Significant Accounting Policies and Estimates
Principles of Accounting and Consolidation
As the sole managing member of Fluence Energy, LLC, Fluence Energy, Inc. operates and controls all the business and affairs of Fluence Energy, LLC and, through Fluence Energy, LLC and its direct and indirect subsidiaries, conducts the Company’s business. Fluence Energy, LLC is a variable interest entity, of which the Company beneficially owns a 31.6% interest as of December 31, 2021. For accounting purposes, Fluence Energy, Inc. is considered the primary beneficiary and therefore consolidates the results of Fluence Energy, LLC. Prior to the IPO, Fluence Energy, Inc. had no operations and had no asset or liabilities. Accordingly, financial results, balances, and other information included herein for periods prior to the IPO are reflective of Fluence Energy, LLC.
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The accompanying condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and under the rules of the Securities and Exchange Commission (SEC). The accompanying condensed consolidated financial statements include the accounts of Fluence Energy Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Non-controlling Interest
The non-controlling interest on the condensed consolidated statement of operations and comprehensive loss represents the portion of earnings or loss attributable to the economic interest in Fluence Energy, LLC, held by the Founders. For the three months ended December 31, 2021, the net loss of Fluence Energy, LLC prior to the date of the Transactions has been attributed to the non-controlling interest, and the net loss of Fluence Energy, LLC subsequent to the date of the Transactions has been allocated between Fluence Energy, Inc. and the non-controlling interest based on the respective ownership percentages of Fluence Energy, LLC held by Fluence Energy, Inc. and the Founders. Non-controlling interest on the condensed consolidated balance sheet represents the portion of net assets of the Company attributable to the Founders, based on the portion of the LLC Interests owned by such shareholders. As of December 31, 2021, the non-controlling interest was 68.4%.
Unaudited Interim Financial Information
The accompanying condensed consolidated financial statements as of December 31, 2021, and for the three months ended December 31, 2021 and 2020 are unaudited. These financial statements should be read in conjunction with the Company’s audited financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2021 (“ 2021 Annual Report”). In our opinion, they reflect all adjustments, including normal recurring items, that are necessary for the fair statement of the Company’s financial position as of December 31, 2021 and the results of its operations and its cash flows for the three months ended December 31, 2021 and 2020. The financial data and other information disclosed in these notes related to the three months ended December 31, 2021 and 2020 are also unaudited. The results for the three months ended December 31, 2021 and 2020 are not necessarily indicative of results for the full year ending September 30, 2022 and 2021, any other interim periods, or any future year or period. The balance sheet as of September 30, 2021 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim financial statements.
For a complete description of our significant accounting policies, refer to Note 2-Summary of Significant Accounting Policies and Estimates on our 2021 Annual Report. We include herein certain updates to those policies.
Reclassification
Certain prior year amounts have been reclassified from “Cost of goods and services” to “Sales and marketing” and “General and administrative” to conform to current period presentation on the condensed consolidated statements of operations and comprehensive loss.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on-hand and highly liquid investments readily convertible to cash, with an original maturity of 90 days or less when purchased.
Cash restricted for use as a result of financing or other obligations is classified separately as restricted cash in “Other current assets” and “Other non-current assets” on the Company’s condensed consolidated balance sheets.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash as shown in the Company’s condensed consolidated statements of cash flows:
December 31,
in thousands
20212020
Cash and cash equivalents$632,143 $37,572 
Restricted cash included in “Other current assets”
39,506 1,248 
Restricted cash included in “Other non- current assets”7,766  
Total cash, cash equivalents and restricted cash shown in the statements of cash flows
$679,415 $38,820 
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Restricted cash included in “Other current assets” on the condensed consolidated balance sheets as of December 31, 2021 and 2020 consists of $0.9 million and $0.9 million collateral for credit card program, respectively, and $38.6 million and $0.3 million of collateral for outstanding bank guarantee, respectively. Restricted cash included in “Other non-current assets” as of December 31, 2021 was related to the collateral for outstanding bank guarantee.
Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs and to minimize the use of unobservable inputs. The following fair value hierarchy, defined by ASC 820, Fair Value Measurements, is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities:
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2—Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 inputs include those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted prices, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. The Company does not have any recurring Level 3 fair value measurements.
The Company’s cash equivalents include term deposits with original maturity of less than three months and are recorded at amortized cost. Fair value of cash equivalents approximates the carrying amount using Level 2 inputs. The carrying amounts of trade receivables, accounts payable and short-term debt obligations approximate fair values due to their short maturities using Level 2 inputs.
Loss per Share
Basic net loss per share of Class A Common Stock is computed by dividing net loss attributable to Class A common stockholders by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted net loss per share of Class A Common Stock is computed by adjusting the net loss available to Class A common stockholders and the weighted-average shares of Class A common stock outstanding to give effect to potentially dilutive securities. Shares of our Class B-1 and Class B-2 common stock are not entitled to receive any distributions or dividends and have no rights to convert into Class A common stock. When a common unit of Fluence Energy, LLC is exchanged for, at the Company’s election, cash or Class A common stock by a Founder who holds shares of our Class B-1 or Class B-2 common stock, such Founder will be required to surrender a share of Class B-1 or Class B-2 common stock, as the case may be, which we will cancel for no consideration. In the event of cash settlement, the Company is required to issue new shares of Class A common stock and use the proceeds from the sale of these newly-issued shares of Class A common stock to fully fund the cash settlement. Therefore, we did not include shares of our Class B-1 or Class B-2 common stock in the computation of basic loss per share. As we have incurred losses for all periods presented, diluted loss per share is equal to basic loss per share because the effect of potentially dilutive securities would be antidilutive. The potentially dilutive securities that were excluded consist of 117,173,390 Class B-1 common shares, 11,294,681 outstanding stock options, 2,170,541 outstanding phantom units, and 670,487 outstanding restricted stock units.
All earnings prior to and up to November 1, 2021, the date of completion of the IPO, were entirely allocable to non-controlling interest and, as a result, loss per share information is not applicable for reporting periods prior to this date. Consequently, only the net loss allocable to Fluence Energy, Inc. from the period subsequent to November 1, 2021 is included in the net loss attributable to the stockholders of Class A Common Stock for the three months ended December 31, 2021. Basic and diluted net loss per share of Class A Common Stock from November 1, 2021 to December 31, 2021 have been computed as follows:
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In thousands, except share and per share amounts
Net Loss for the three months ended December 31, 2021
(111,460)
Less: Net loss attributable to the non-controlling interest(82,655)
Net loss attributable to Fluence Energy, Inc.$(28,805)
Weighted average number of Class A common shares outstanding, basic and diluted54,143,275 
Loss per share of Class A common stock, basic and diluted$(0.53)
Recent Accounting Standards Adopted
No new accounting standards were adopted during the three months ended December 31, 2021.
Recent Accounting Standards Not Yet Adopted

The following table presents accounting standards not yet adopted:

StandardDescriptionRequired date of adoption Effect on the financial statements and other significant matters
ASU 2016-02, Leases (Topic 842)
 In February 2016, the FASB issued ASU 2016-02, which supersedes existing guidance on accounting for leases in ASC 840, Leases. This standard requires all leases to be recognized on the consolidated balance sheet. The FASB has issued several amendments to ASU 2016-02, including ASU 2018-11, Leases (Topic 842): Targeted Improvements that introduced an additional transition method permitting an entity to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2016-02 includes optional practical expedients intended to reduce the cost and complexity to implement the new lease standard, such as an option to maintain the current lease classification for all existing lease arrangements and the option to use hindsight in evaluating lessee options to extend or terminate a lease. Early application is permitted.
As an emerging growth company, the Company is permitted to defer adoption until the non-public company adoption date, i.e., annual periods starting after December 15, 2021.The Company’s existing lease population is mainly comprised of operating leases for office space. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
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StandardDescriptionRequired date of adoption Effect on the financial statements and other significant matters
ASU 2016-13, Financial Instruments—Credit Losses (Topic 326)
In February 2016, the FASB issued ASU 2016-13, which updates the impairment model for financial assets measured at amortized cost, known as the Current Expected Credit Loss (“CECL”) model. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. There are various transition methods available upon adoption. Early adoption is permitted.As an EGC, the Company is permitted to defer adoption until the non-public company adoption date, i.e., annual periods starting after December 15, 2022.The Company is currently evaluating the impact of adoption on its consolidated financial statements.
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued ASU 2019-12, which removes certain exceptions related to the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also clarifies and simplifies other areas of ASC 740. Certain amendments must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. Early adoption is permitted.As an EGC, the Company is permitted to defer adoption until the non-public company adoption date, i.e., annual periods starting December 15, 2021, and for interim periods beginning after December 15, 2022. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848)
In March 2020, the FASB issued ASU 2020-04, which provides optional expedients and exceptions for applying U.S. GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.
The ASU is effective as of March 12, 2020 through December 31, 2022.
The Company is currently evaluating transactions or contract modifications occurring as a result of reference rate reform and determining whether to apply the optional guidance on an ongoing basis. The ASU is currently not expected to have a material impact on our consolidated financial statements.
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3.    Revenue from Contracts with Customers
The following table presents the Company’s revenue disaggregated by geographical region. Revenues are attributed to regions based on location of customers.
In thousands
Three Months Ended December 31,
20212020
Americas (North, Central and South America)
$141,833 $44,152 
APAC (Asia Pacific)16,809 62,398 
EMEA (Europe, Middle-East and Africa)16,245 9,683 
Total$174,887 $116,233 
Deferred Revenue
Deferred revenue represents the excess billings over the amount of revenue recognized to date. Deferred revenue from related parties is included in payables and deferred revenue with related parties on the Company’s condensed consolidated balance sheets. The following table provides information about deferred revenue from contracts with customers:
In thousandsThree Months Ended December 31,
20212020
Deferred revenue beginning of period$71,365 $123,841 
Additions87,800 73,025 
Revenue recognized related to amounts that were included in beginning balance of deferred revenue(13,400)(42,416)
Deferred revenue end of period$145,765 $154,450 
In thousandsThree Months Ended December 31,
20212020
Deferred revenue from related parties beginning of period$220,122 $11,425 
Additions87,543 34,471 
Revenue recognized related to amounts that were included in beginning balance of deferred revenue(107,580)(1,615)
Deferred revenue from related parties end of period$200,085 $44,281 
Customer Concentration
For the three months ended December 31, 2021, the Company had one customer that accounted for 84% of total revenue.
For the three months ended December 31, 2020, the Company had two customers, in the aggregate, that accounted for 72% of the total revenue.
The Company has a limited number of suppliers of batteries, which is a major component of energy storage products.
Remaining performance obligations
The Company’s remaining performance obligations (“backlog”) represent the unrecognized revenue value of its contract commitments, which include deferred revenue and amounts that will be billed and recognized as revenue in future periods. The Company’s backlog may vary significantly each reporting period based on the timing of major new contract commitments and the backlog may fluctuate with currency movements. In addition, the Company’s customers have the right, under some circumstances, to terminate contracts or defer the timing of its services and their payments to the Company.
As of December 31, 2021, the Company had a total of $1,921.0 million of remaining performance obligations related to our contract commitments, of which we expect to recognize 90% in revenue in the next five years and the remainder after five years.
Variable consideration
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As of December 31, 2021 and September 30, 2021, the transaction prices of our active energy solution contracts have been reduced to reflect variable consideration of $60.1 million and $52.8 million, respectively.
4.    Business Combinations
During October 2020, the Company acquired the assets and assumed the liabilities of a US based software and digital intelligence platform. The Company expects the acquisition will offer new capabilities, amplify and extend the Company’s energy storage product line, enabling customers to maximize the value of energy storage and renewables while accelerating grid decarbonization. The acquisition price of $18.0 million was fully paid with cash, and was adjusted for an immaterial amount to account for changes in net working capital adjustments. The acquisition represents a business combination. the Company included the financial results of the acquisition in its consolidated financial statements from the date of acquisition. Transaction costs associated with the acquisition were not significant and were expensed as incurred. The following table summarizes the aggregate fair values and estimated useful lives of the assets acquired and liabilities assumed, as of the date of the acquisition.
In thousandsFair ValueEstimated Useful Life
Intangible assets - Developed technology$12,600 12 years
Intangible assets - Customer relationships780 6 years
Property and equipment171 Various
Goodwill4,449 
Cash paid for acquisition$18,000 
The fair value of developed technology was determined using the multi-period excess earnings method as developed technology is considered to be the primary revenue-generating identifiable intangible asset acquired in the acquisition. The fair value assigned to assets acquired and liabilities assumed are based on management’s estimates and assumptions.
The goodwill is primarily attributed to the expanded market opportunities when integrating the acquired entity’s technology with the Company’s technology and the assembled workforce. The excess of the acquisition price over the fair value of assets acquired and liabilities assumed was recorded to goodwill. The Company expects such goodwill to be deductible for income tax purposes. Purchase accounting adjustments related to the acquisition have been completed.
5.    Inventory, Net
Inventory consisted of the following:
In thousands
December 31, 2021September 30, 2021
CostProvisionNetCostProvisionNet
Cubes, batteries, and other equipment (a)
$441,739 $(1,545)$440,194 $402,157 $(12,980)$389,177 
Shipping containers and spare parts
7,253 (5,091)2,162 1,857 (1,247)610 
Total
$448,992 $(6,636)$442,356 $404,014 $(14,227)$389,787 
(a) Provision at September 30, 2021 included a $13.0 million loss recognized during fiscal year 2021 for inventory damaged in transit related to the 2021 cargo loss incident. During the three months ended December 31, 2021, $11.5 million of inventory was written off against the provision. Refer to Note 12 - Commitments and Contingencies for a detail discussion of the 2021 cargo loss incident.
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6.    Other Current Assets
Other current assets consisted of the following amounts:
In thousandsDecember 31, 2021September 30, 2021
Restricted cash$39,506 $1,240 
Taxes recoverable21,636 14,049 
Prepaid expenses6,504 2,480 
Advance payments2,585 3,601 
Receivable from insurance (a)
2,500 10,000 
Deferred equity issuance costs 7,103 
Other2,062 4,684 
Total$74,793 $43,157 
(a) Receivable from insurance represents insurance recoveries that are probable of collection related to the 2021 cargo loss incident. The Company collected $7.5 million receivable from insurance during the three months ended December 31, 2021. Refer to Note 12 - Commitments and Contingencies for a detail discussion of the 2021 cargo loss incident.
7.    Intangible Assets, Net
Intangible assets are stated at amortized cost and consist of the following:
In thousands
December 31, 2021September 30, 2021
Cost
Accumulated
Amortization
Net
Cost
Accumulated
Amortization
Net
Patents and licenses$32,984 $(9,826)$23,158 $32,982 $(9,207)$23,775 
Developed technology (a)
12,600 (1,313)11,287 12,600 (1,050)11,550 
Other (a)
898 (198)700 894 (162)732 
Total
$46,482 $(11,337)$35,145 $46,476 $(10,419)$36,057 
(a) The developed technology intangible asset and other intangible asset included $12.6 million and $0.8 million, respectively, related to the a business acquisition discussed in Note 4 - Business Combinations.
Intangible assets are amortized over their estimated useful lives on a straight-line basis. Total amortization expense for the three months ended December 31, 2021 and 2020 were $0.9 million and $0.8 million, respectively.
8.    Goodwill
No impairment was recognized for the three months ended December 31, 2021 and 2020. The following table presents the goodwill activity:
In thousands
Three Months Ended December 31,
20212020
Goodwill, Beginning of the period
$9,176 $4,731 
Foreign currency adjustment(9)23 
   Acquisition related goodwill (a)
 4,449 
Goodwill, End of the period
$9,167 $9,203 
(a) Refer to Note 4 - Business Combination for a further discussion of acquisition related goodwill.
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9.    Current Accruals and Provisions
Accruals mainly represent not yet invoiced milestones for inventory such as batteries, cubes, and inverters. According to master supply agreements between the Company and suppliers of the inventory, vendor bills are issued according to contracted billing schedules with some milestones invoiced after delivery, upon full installation and commissioning of the equipment at substantial completion and final completion project stages. Current accruals and provisions consisted of the following:
In thousandsDecember 31, 2021September 30, 2021
Accruals$178,990 $155,963 
Provisions for expected project losses
35,848 30,180 
Total$214,838 $186,143 
10.    Short-term Borrowing
Revolving Credit Facility
On November 1, 2021, we entered into a revolving credit facility (the “Revolver”), by and among Fluence Energy, LLC, as the borrower, Fluence Energy, Inc., as a parent guarantor, the subsidiary guarantors party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent. The Revolver is secured by a (i) first priority pledge of the equity securities of Fluence Energy, LLC and its subsidiaries and (ii) first priority security interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property of Fluence Energy, LLC, the parent guarantor and each subsidiary guarantor party thereto, in each case, subject to customary exceptions and limitations. The initial aggregate amount of commitments is $190.0 million from the lenders party including JP Morgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Barclays Bank PLC, and five other banks. The maturity date of the Revolver is November 1, 2025.
The interest rate is either (i) the Adjusted LIBOR or Adjusted EURIBO Rate (each as defined in the Revolver) plus 3.0% or (ii) the Alternate Base Rate (as defined in the Revolver) plus 2.0% (subject to customary LIBOR replacement provisions and alternative benchmark rates including customary spread adjustments with respect to borrowings in foreign currency), at the option of Fluence Energy, LLC. Fluence Energy, LLC is required to pay to the lenders a commitment fee of 0.55% per annum on the average daily unused portion of the revolving commitments through maturity, which will be the four-year anniversary of the closing date of the Revolver. The Revolver also provides for up to $190.0 million in letter of credit issuances, which will require customary issuance and administration fees, as well as a fronting fee payable to each issuer thereof and a letter of credit participation fee of 2.75% per annum payable to the lenders.
The Revolver contains covenants that restrict our ability to incur additional indebtedness; incur liens; sell, transfer, or dispose of property and assets; make investments or acquisitions; make dividends, distributions or other restricted payments; and engage in affiliate transactions. The Revolver limits our ability to make certain payments, including dividends and distributions on Fluence Energy, LLC’s equity, Fluence Energy, Inc.’s equity and other restricted payments. In addition, we are required to maintain (i) minimum liquidity and gross revenue requirements, in each case, until consolidated EBITDA reaches $150.0 million for the most recent four fiscal quarters and we make an election, and (ii) thereafter, a maximum total leverage ratio and a minimum interest coverage ratio. Such covenants will be tested on a quarterly basis.
As of December 31, 2021, we had no borrowings under the Revolver.

Line of Credit
Prior to the IPO, the Company had an Uncommitted Line of Credit Agreement (“Line of Credit’) with Citibank, N.A. (“Citibank”) which allowed us to borrow an amount in aggregate not to exceed $50.0 million, with the expiration date on March 31, 2023. Outstanding borrowings from the Line of Credit were $50.0 million as of September 30, 2021. The weighted average annual interest rate of the borrowing was 2.83%. On November 1, 2021, the $50.0 million outstanding borrowings from the Line of Credit was paid off using the proceeds from our IPO, and the Line of Credit was canceled shortly thereafter.
Refer to Note 13 — Related-Party Transactions for borrowings from related parties.
11.    Income Taxes
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The Company’s provision for income taxes is based on the estimated annual effective tax rate, plus discrete items. Income tax expense was $0.4 million and $0.7 million for the three months ended December 31, 2021 and 2020, respectively. The effective tax rate for the three months ended December 31, 2021 and 2020 was (0.3)% and (5.8)%, respectively. For the three months ended December 31, 2021, the Company’s effective tax rate differs from the U.S. statutory tax rate of 21% primarily due to flow-through losses incurred prior to the IPO on November 1, 2021, flow-through losses attributable to the Founders, and valuation allowances. For the three months ended December 31, 2020, the Company’s effective tax rate differs from the U.S. statutory tax rate of 21% primarily due to flow-through losses and valuation allowances.
The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits as of December 31, 2021 and September 30, 2021, that if recognized, would affect the annual effective tax rate.
As of December 31, 2021 and September 30, 2021, the Company had recorded a full valuation allowance against deferred tax assets of its German and Australian subsidiaries. Upon the IPO on November 1, 2021, Fluence Energy, Inc. became a holding company of Fluence Energy, LLC, and as a corporation, recorded deferred tax assets primarily related to its investment in the partnership. The Company determined that based on the weight of available evidence, including cumulative losses, it is more-likely-than-not that the net deferred tax assets of Fluence Energy, Inc. and Fluence Energy, LLC’s subsidiaries in Germany and Australian will not be realized and valuation allowances have been recorded against such deferred tax assets.
12.    Commitments and Contingencies
The Company has certain contractual obligations incurred in the normal course of business that require fixed and determinable payments in the future. These commitments include lease obligations and purchase commitments under a master supply agreement.
The Company did not have significant changes in lease contracts an and purchase commitments during the three months ended December 31, 2021. During the three months ended December 31, 2021, the Company made a $60.0 million advance payment as a capacity guarantee pursuant to a purchase agreement with one of our suppliers, of which, $25.0 million and $35.0 million was recorded within “Advances to suppliers” and “Other non-current assets”, respectively, on the condensed consolidated balance sheets.
Legal Contingencies
From time to time, the Company may be involved in litigation relating to claims that arise out of our operations and businesses and that cover a wide range of matters, including, among others, intellectual property matters, contract and employment claims, personal injury claims, product liability claims and warranty claims. The Company accrues for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. It is reasonably possible that some matters could be decided unfavorably to the Company and could require the Company to pay damages or make expenditures in amounts that could be material. In aggregate, the Company estimates the range of potential losses, where estimable, related to reasonably possible material contingencies to be between $0 million and $5 million.
The following discussion covers the Company’s potential loss contingencies as of December 31, 2021:
2021 Cargo Loss Incident
On April 28, 2021, the Company was notified of an emergency aboard a vessel carrying Fluence inventory. This incident (the “Cargo Loss Incident”) resulted in damage to a portion of our cargo aboard the vessel. The Company has recorded $13.0 million provision to its inventory as of September 30, 2021 based on the net realizable value of cargo that was destroyed. During the three months ended December 31, 2021, $11.5 million of inventory was written off against the provision. In addition to the inventory losses, we have incurred and expect to incur incremental expenses related to the incident, primarily consisting of inspection costs, project cost overruns due to logistical changes, legal fees and fees to dispose of the damaged cargo. We expect insurance proceeds of at least $10.0 million related to non-disputed claims, of which $7.5 million was collected in October 2021 and the remainder is probable of collection.
The Company has notified the marine cargo insurers of the incident and has also notified each affected customer of this event, which under relevant supply contracts, provides the Company an extension of the relevant schedule due to the resulting battery supply delays. We believe this event qualifies as force majeure under the contracts with our customers. However, if the incident ultimately is determined not to constitute a force majeure event, the Company estimates potential liquidated damages exposure of approximately $15.0 million.
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2021 Overheating Event at Customer Facility
On September 4, 2021, a 300 MW energy storage facility owned by one of our customers experienced an overheating event. Fluence served as the energy storage technology provider and installed the facility, which was completed in fiscal year 2021. No injuries were reported from the incident. Since then, the facility was taken offline as teams from Fluence, our customer, and the battery manufacturer investigate the incident. Our customer recently has released initial findings on what it contends is the root cause of the incident. At this time, Fluence cannot comment on or accept the customer’s stated findings, because Fluence’s investigation of the root cause remains ongoing, with continued participation by our customer and other parties involved. The customer’s stated findings, if ultimately confirmed and proven, could relate to certain scopes of work for which Fluence or its subcontractors could be responsible. The customer’s stated findings, however, could also relate to certain scopes of work for which other parties were responsible and/or relate to other causes. We are currently not able to estimate the impact, if any, that this incident may have on our reputation or financial results, or on the market adoption of our products.
13.    Related-Party Transactions
Related parties are represented by AES and Siemens, their respective subsidiaries and other entities under common control.
Borrowings from Related Parties
On August 11, 2021, the Company borrowed $25.0 million and $25.0 million from AES Grid Stability and Siemens Industry, respectively, in the form of subordinated promissory notes, each bearing an annual interest at 2.86%. The promissory notes were paid off on November 1, 2021 using proceeds from the IPO.
Sales and Procurement Contracts with Related Parties
Fluence signs battery-based energy storage product and related service contracts with AES, Siemens and their subsidiaries (collectively refer to as affiliates). The contract price is similar to the price charged to third-party customers. Revenue from contracts with affiliates is included in “Revenue from related parties” on the Company’s condensed consolidated statements of operations and comprehensive loss.
In addition, Fluence purchases material and supplies from its affiliates and records the costs in “Cost of goods and services” on the Company’s condensed consolidated statements of operations and comprehensive loss.
Service Agreements with Affiliates
Fluence and its affiliates have signed service agreements under which the affiliates provide certain management and administrative services to Fluence. The services include but are not limited to, treasury, information technology services, payroll and human resources services, sales and marketing services, research and development. Cost of services are accrued monthly and included in “Payables and deferred revenue with related parties”, and “General and administrative”, “Sales and marketing”, or “Research and development” on the Company’s condensed consolidated balance sheets and statements of operations and comprehensive loss, respectively.
Contract Performance Guarantees
Fluence paid performance guarantee fees to its affiliates in exchange for guaranteeing Fluence’s performance obligations in certain contracts with customers. Fluence paid guarantee fees to its affiliates under contractual arrangements and the fees are based on parent costs with a reasonable markup. The guarantee fees are included in “Costs of goods and services” on Fluence’s condensed consolidated statements of operations and comprehensive loss.
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The following table presents the components of receivables from related parties and payable to related parties on the Company’s condensed consolidated balance sheets:
In thousandsDecember 31, 2021September 30, 2021
Accounts receivable$42,510 $26,292 
Unbilled receivables5,878 7,070 
Total receivables from related parties$48,388 $33,362 
Accounts payable$1,464 $4,510 
Deferred revenue200,085 220,122 
Accrued liabilities4,472 3,293 
Total payables and deferred revenue with related parties$206,021 $227,925 
Unbilled receivables represent the excess of revenues recognized over billings to date on sales or service contracts with related parties. Deferred revenue represents the excess billings to date over the amount of revenue recognized to date on sales or service contracts with related parties. Receivables from related parties and payables and deferred revenue with related parties are unsecured and settlement of these balances occurs in cash. No provision has been made related to the receivables from related parties.
The following table presents the related party transactions that are included the Company’s condensed consolidated statements of operations and comprehensive loss for the periods indicated:
In thousandsThree Months Ended December 31,
20212020
Revenue$147,833 $18,405 
Cost of goods and services(7,495)(427)
Research and development expenses(45)(92)
Sales and marketing expenses(607)(336)
General and administrative expenses(1,191)(182)
14.    Stock-Based Compensation
2020 Equity Incentive Plans
In October 2020, the Board of Directors of Fluence Energy, LLC approved the 2020 Unit Option Plan (the “2020 Option Plan”) and the 2020 Phantom Equity Incentive Plan (the “2020 Phantom Plan”, and collectively with the 2020 Option Plan, the “2020 Plans”). The 2020 Plans authorized Fluence Energy, LLC to issue Class A-1 unit options and phantom units. Upon completion of the Transactions, all unit options granted pursuant to the 2020 Option Plan were converted into stock options in the Company and remain outstanding and continue to vest in accordance with their original terms. Awards issued under the 2020 Phantom Plan can be settled in cash, shares, or any other form of consideration deemed appropriate by the Board of Directors. No further awards are expected to be made under 2020 Plans.
2021 Incentive Award Plan
In connection with the IPO, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan) to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of the company and certain of its affiliates to enable the company to obtain and retain services of these individuals, which we believe is essential to our long-term success. At inception, there were 9,500,000 shares of Class A common stock available for issuance under the 2021 Plan. During the three months ended December 31, 2021, the Company granted restricted stock units (“RSUs”) under the 2021 Plan to certain employees and directors.
Award Modifications
In October 2021, the Board of Directors issued resolutions to amend certain awards previously granted under the 2020 Plans, as described below. These amendments were treated as award modifications under ASC 718 Compensation - Stock Compensation during the three months ended December 31, 2021.
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In relation to awards previously granted to the Company’s former CEO, who served as a director of the Company through the date of the IPO, 1) accelerate to the IPO date the vesting of 102,082 phantom units that would have otherwise vested on the six-month anniversary of the consummation, and 2) accelerate to the IPO date the vesting of 112,439 unit options that would have otherwise vested on April 2, 2022 assuming continued service. The resolution stipulates that the awards subject to accelerated vesting shall be settled fully in cash, using the IPO price to calculate the settlement value. All other equity awards granted to the individual were concurrently cancelled. Stock compensation expense related to the modification was $5.7 million, which was recognized fully during the three months ended December 31, 2021.
Amend the vesting of 893,589 phantom unit awards previously granted to the Company’s executive officers, which had been scheduled to fully vest on the six-month anniversary of the consummation of the IPO, such that 1/3 of the awards vest on the six-month anniversary of the consummation of the IPO, 1/3 on the eighteen-month anniversary, and 1/3 on the thirty-month anniversary, assuming continued service through each vesting date. Given that no changes were made to the first tranche of the awards, modification accounting was only applied to the second and third tranches of the awards, which totaled 595,728 phantom units. Stock compensation expense related to the modification was $16.7 million, which will be recognized over the vesting period of each tranche of the modified awards.
Stock Based Compensation Expense
Stock based compensation expense is included in “Cost of goods and services”, “Research and development”, “Sales and marketing” or “General and administrative” on the condensed consolidated statements of operations and comprehensive loss, based on the classification of the employee’s regular wages.
The Company recognizes the costs associated with granting stock based awards using a fair value-based measure in accordance with the requirements of ASC 718, Compensation - Stock Compensation. Management engaged a third-party valuation firm to assist in determining the fair value of awards granted under the 2020 Plans. The fair value of RSUs granted under the 2021 Plan are based on the price of our publicly traded common stock on the date of grant.
As of September 30, 2021, the Company determined that achievement of the performance conditions related to awards granted under the 2020 Plans was not probable and therefore, no expense was recognized for unit options or phantom units during the fiscal year ended September 30, 2021. The completion of the IPO on November 1, 2021 resulted in achievement of the performance condition underlying awards granted under the 2020 Plans. Accordingly previously unrecognized stock compensation expense was caught up during the three months ended December 31, 2021.
The following table presents stock based compensation expense by financial statement line item:
In thousandsThree Months Ended December 31,
20212020
Cost of goods and services$3,528 $ 
Research and development1,813  
Sales and marketing6,441  
General and administrative13,095  
Total$24,877 $ 
Options
Unit options were granted with an exercise price equal to the fair value of Fluence Energy, LLC’s units at the date of grant. Unit option awards vest with the satisfaction of the following two criteria: (1) a service requirement of three years and (2) the occurrence of a liquidity event, such as a change in control or an initial public offering. The options expire 10 years following the grant date.
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The following table presents information concerning the outstanding options granted by the Company:
Number of AwardsWeighted-Average
Exercise Price
Outstanding at inception of the Unit Option Plan $ 
Granted12,389,470 2.45 
Forfeited(466,908)2.45 
Outstanding as of September 30, 2021
11,922,562 $2.45 
Granted  
Modified and settled in cash(112,439)2.45 
Forfeited(515,442)2.45 
Outstanding as of December 31, 2021
11,294,681 $2.45 
No options have been exercised through December 31, 2021 and no options are exercisable as of December 31, 2021. The weighted average grant date fair value for options granted during the year ended September 30, 2021 was $0.69. The fair value of options granted was calculated using a Black-Scholes option valuation model. The intrinsic value of options outstanding as of December 31, 2021 was $374.0 million. The weighted average remaining contractual term of options outstanding as of December 31, 2021 was 9.3 years.
Phantom Units
With the exception of the modified phantom units discussed above, all phantom units vest six months following the satisfaction of a performance condition, if the condition is met before the awards’ expiration date. The performance condition is satisfied upon the occurrence of a liquidity event, which was satisfied as the result of our IPO. Phantom units granted to foreign employees in certain countries will require cash settlement, and are classified as liability awards. See “Liability-Classified Awards” below. The remainder of the phantom units include a contingent cash settlement option outside the control of the holder and as such are classified as equity. The following table presents activity related to the equity-classified phantom unit awards:
Number of AwardsWeighted Average Grant Date Fair Value
Outstanding at inception of the 2020 Incentive Plan $ 
Granted2,688,781 2.12 
Forfeited(399,887)2.20 
Outstanding as of September 30, 2021
2,288,894 $2.11 
Granted  
Cancellation of modified awards(595,728)2.20 
Re-grant of modified awards595,728 28.00 
Modified and settled in cash(102,082)2.20 
Forfeited(16,271)2.20 
Outstanding as of December 31, 2021
2,170,541 $9.18 
Liability-Classified Awards
The following table presents activity related to liability-classified phantom unit awards:
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Number of AwardsWeighted Average Grant Date Fair Value
Outstanding at inception of the 2020 Incentive Plan $ 
Granted465,275 2.41 
Forfeited(11,095)2.45 
Outstanding as of September 30, 2021
454,180 $2.41 
Granted  
Forfeited(48,821)2.39 
Outstanding as of December 31, 2021
405,359 $2.42 
The Company has recognized a liability of $15.2 million on its condensed consolidated balance sheets as of December 31, 2021 reflecting the fair value of the liability-classified awards, based on the Company’s stock price as of the last day of the period.
RSUs
During the three months ended December 31, 2021, the Company issued RSUs to certain employees and directors that vest over a period of 3 years. The following table presents activity related to RSUs:
Number of AwardsWeighted Average Grant Date Fair Value
Outstanding as of September 30, 2021
 $ 
Granted678,804 36.11 
Forfeited(8,317)35.86 
Outstanding as of December 31, 2021
670,487 $36.11 
Unrecognized Stock Compensation Expense
The following table summarizes total unrecognized compensation expense related to stock based compensation as of December 31, 2021:
Unrecognized Stock Compensation Expense
(in thousands)
Weighted Average Remaining Period of Expense Recognition
(in years)
Options$4,292 1.6
Phantom units15,857 1.7
Liability-classified awards4,144 0.3
RSUs22,172 1.9
Total$46,465 

15. Supply Chain Financing
We have provided certain of our suppliers with access to a supply chain financing program through a third-party financing institution (the “SCF Bank”). This program allows us to seek extended payment terms with our suppliers, and allows our suppliers to monetize their receivables prior to the payment due date, subject to a discount. Once a supplier elects to participate in the program and reaches an agreement with the SCF Bank, the supplier elects which individual invoices to sell to the SCF Bank. We then pay the SCF Bank on the invoice due date. We have no economic interest in a supplier’s decision to sell a receivable to the SCF Bank. The agreements between our suppliers and the SCF Bank are solely at their discretion and are negotiated directly between them. Our suppliers’ ability to continue using such agreements is primarily dependent upon the strength of our financial condition and guarantees issued by AES and Siemens. As of December 31, 2021, AES and Siemens issued guarantees of $50.0 million each, for a total of $100.0 million, to the SCF Bank on our behalf.
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As of December 31, 2021 and September 30, 2021, we had $34.6 million and $58.4 million of payables outstanding subject to the program. All outstanding payments owed under the program are recorded within “Accounts payable” on the condensed consolidated balance sheets.


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this Report, excluding historical information, contain or may contain forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, including, among others, statements regarding expected growth, future capital expenditures and debt service obligations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
Factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but are not limited to, the following:
our future financial performance, including our ability to achieve or maintain profitability;
our ability to successfully execute our business and growth strategy;
the sufficiency of our cash and cash equivalents to meet our liquidity needs;
our ability to attract and retain customers;
our ability to develop new offerings and services, including digital applications;
our ability to optimize sales channels and market segmentation;
our ability to compete with existing and new competitors in existing and new markets and offerings;
the continued impact of the COVID-19 pandemic on our ground operations at project sites, our manufacturing facilities and our suppliers and vendors;