Cash and Cash Equivalents - Cash and cash equivalents increased to $557.4 million as of September 30, 2023, compared to $348.5 million as of December 31, 2022[42] - Money market funds held as cash equivalents totaled $489.4 million as of September 30, 2023[51] - Cash and cash equivalents increased to $557.384 million as of September 30, 2023, compared to $348.498 million as of December 31, 2022[42] - Money market funds, classified as Level 1 assets, amounted to $489.395 million as of September 30, 2023[51] Accounts Receivable - Accounts receivable rose to $334.5 million as of September 30, 2023, up from $251.0 million as of December 31, 2022[42] - Accounts receivable rose to $334.495 million as of September 30, 2023, up from $250.995 million as of December 31, 2022[42] Inventories - Inventories grew to $475.6 million as of September 30, 2023, compared to $268.4 million as of December 31, 2022[42] - Inventories grew to $475.649 million as of September 30, 2023, compared to $268.394 million as of December 31, 2022[42] Total Current Assets - Total current assets increased to $1.68 billion as of September 30, 2023, from $1.06 billion as of December 31, 2022[42] - Total current assets increased to $1.682472 billion as of September 30, 2023, from $1.055963 billion as of December 31, 2022[42] Net Loss and Comprehensive Loss - Net loss for the three months ended September 30, 2023, was $168.1 million, compared to $60.4 million for the same period in 2022[45] - Comprehensive loss for the nine months ended September 30, 2023, was $313.6 million, compared to $266.1 million for the same period in 2022[45] - Net loss for the three months ended September 30, 2023 was $168.078 million, compared to $60.392 million in the same period in 2022, representing a 178.3% increase[62] - Net loss for the three months ended September 30, 2023, was $168.078 million, compared to $60.392 million for the same period in 2022[45] - Comprehensive loss for the nine months ended September 30, 2023, was $313.574 million, compared to $266.078 million for the same period in 2022[45] - Net loss for the three months ended September 30, 2023 was $168.078 million, compared to a net loss of $60.392 million in the same period in 2022[62] Related Party Revenue - Related party revenue for the nine months ended September 30, 2023, was $361.0 million, compared to $30.2 million for the same period in 2022[44] - Related party revenue for the nine months ended September 30, 2023, was $361.0 million, compared to $30.2 million for the same period in 2022[44] Total Liabilities - Total liabilities increased to $1.87 billion as of September 30, 2023, from $1.57 billion as of December 31, 2022[42] - Total liabilities increased to $1.870972 billion as of September 30, 2023, from $1.567811 billion as of December 31, 2022[42] Total Stockholders' Equity - Total stockholders' equity rose to $505.2 million as of September 30, 2023, compared to $378.8 million as of December 31, 2022[42] - Total stockholders' equity rose to $505.200 million as of September 30, 2023, compared to $378.816 million as of December 31, 2022[42] Total Revenue - Total revenue for the three months ended September 30, 2023 was $400.268 million, compared to $292.274 million in the same period in 2022, representing a 36.9% increase[62] - Total revenue for the three months ended September 30, 2023 was $400.268 million, a 36.9% increase compared to $292.274 million in the same period in 2022[62] Revenue by Region - Revenue from the Asia Pacific region accounted for 35% of total revenue for the three months ended September 30, 2023, down from 58% in the same period in 2022[76] - Revenue from the Asia Pacific region accounted for 35% of total revenue in the three months ended September 30, 2023, down from 58% in the same period in 2022[76] Revenue Concentration - Two customers accounted for approximately 40% and 31% of total revenue for the three months ended September 30, 2023[77] - Two customers accounted for 40% and 31% of total revenue in the three months ended September 30, 2023[77] Financing Activities - The company issued $632.5 million in 3% Green Convertible Senior Notes on May 16, 2023, with net proceeds of $612.7 million[72] - The company entered into an amended securities purchase agreement with SK ecoplant on March 20, 2023, issuing 13,491,701 shares of Series B redeemable convertible preferred stock for $311.0 million[71] - The company issued $632.5 million in 3% Green Convertible Senior Notes in May 2023, with net proceeds of $612.7 million[72] - The company entered into an agreement with SK ecoplant in March 2023, issuing 13,491,701 shares of Series B redeemable convertible preferred stock for $311.0 million[71] Operating Cash Flows - Operating cash flows from operating leases were $23.684 million for the three months ended September 30, 2023, compared to $11.759 million in the same period in 2022[67] Future Capital Requirements - The company expects its existing cash and cash equivalents, combined with expected operating cash flows, to be sufficient to meet operational and capital cash flow requirements for the next 12 months[74] - The company's future capital requirements depend on factors such as revenue growth, R&D spending, system build volumes, and market expansion[73] - The company expects existing cash and cash equivalents, along with operating cash flows, to be sufficient to meet operational and capital cash flow requirements for the next 12 months[74] Deferred Revenue - The company's deferred revenue is expected to be recognized over a period of up to 21 years, primarily related to maintenance services and product acceptance[81] Gross Loss and Operating Expenses - Gross loss for the three months ended September 30, 2023 was $5.214 million, compared to a gross profit of $50.944 million in the same period in 2022[62] - Operating expenses for the three months ended September 30, 2023 were $98.494 million, a 4.9% decrease compared to $103.536 million in the same period in 2022[62] - Research and development expenses for the three months ended September 30, 2023 were $35.126 million, a 2.8% decrease compared to $36.146 million in the same period in 2022[62]

Financial Data and Key Metrics Changes - The company reported record total revenue of $301 million for Q2 2023, representing a nearly 24% increase compared to the previous year [18] - Product costs decreased by 13%, leading to an improvement in product margin by 670 basis points [18] - The total cash balance at the end of Q2 was $923 million, positioning the company well for growth [18][20] - The non-GAAP gross margin was 20.4%, with expectations to achieve a positive non-GAAP operating margin and cash flow from operations for the year [21][22] Business Line Data and Key Metrics Changes - The company is focusing on large-scale projects, particularly in data centers, which require complex solutions and longer sales cycles [19] - The introduction of the Series 10 offering aims to address customer needs for affordable, reliable, and flexible power solutions [11][19] - The service business is expected to improve in the coming quarters, with the second quarter anticipated to be the largest service loss [22] Market Data and Key Metrics Changes - The demand for power is significantly outpacing supply, leading to power shortages and rising energy costs [7][8] - The company is seeing increased interest from businesses regarding energy security and decarbonization goals, making energy strategy a critical boardroom issue [8] Company Strategy and Development Direction - The company is committed to providing scalable and proven energy solutions that can operate on natural gas and transition to hydrogen as it becomes available [9][12] - The launch of the enhanced combined heat and power (CHP) solution is aimed at decarbonizing industrial processes and reducing energy costs [15][16] - The company is actively pursuing international markets, with recent successes in Europe and Asia, indicating a strong sales pipeline [46][47] Management's Comments on Operating Environment and Future Outlook - Management highlighted the urgency for businesses to find reliable energy solutions due to ongoing power shortages and rising costs [7][8] - The company expects to see revenue growth similar to Q2 in Q3, with slight improvements in margins due to cost reductions and better service performance [23][29] - Management remains optimistic about the future, emphasizing the importance of their product solutions in achieving a net-zero carbon future [23] Other Important Information - The company executed a convertible green bond offering, raising net proceeds of $560 million [20] - The Series 10 offering is designed to provide a flat power price for five years, addressing customer concerns about rising energy costs [11][62] Q&A Session Summary Question: When should the Series 10 products start impacting the P&L? - Management indicated that while the Series 10 will primarily drive revenue in 2024 and 2025, initial transactions are expected to occur within the current year due to shorter sales cycles [24][25] Question: Can you elaborate on the margin trajectory for Q3 and Q4? - Management expects Q2 to be the peak for service losses, with improvements anticipated in the second half of the year, particularly in Q4, which is typically the largest acceptance quarter [29][30] Question: What are the implications of the U.S. Treasury's guidance on H2 production tax credits? - Management expressed confidence in their electrolyzer technology's adaptability to various regulatory outcomes, emphasizing their agnostic approach to hydrogen production [33][34] Question: Can you quantify the savings from the CHP system? - Management noted that customers could see up to 30% cost savings and a similar reduction in carbon footprint by utilizing the CHP system for cooling applications [39][40] Question: What is the status of the electrolyzer project at Prairie Island? - Management confirmed that the project is on track for regulatory approvals and is expected to showcase their technology effectively [41][42] Question: What is the company's strategy for international markets? - Management highlighted successful partnerships in Europe and ongoing efforts in Asia, particularly in Taiwan, indicating strong momentum in international sales [46][47] Question: How is the company managing supplier relationships in the hydrogen economy? - Management emphasized the importance of building relationships with suppliers and leveraging existing partnerships to enhance their supply chain for electrolyzers and fuel cells [50][51]

PART I - FINANCIAL INFORMATION [Item 1 - Financial Statements (unaudited)](index=3&type=section&id=Item%201%20-%20Financial%20Statements%20%28unaudited%29) This section presents unaudited condensed consolidated financial statements and notes, detailing financial performance and position [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section details the company's financial position, including assets, liabilities, and equity, for the specified periods Condensed Consolidated Balance Sheets (in thousands) | Assets/Liabilities/Equity | June 30, 2023 | December 31, 2022 | | :------------------------ | :------------ | :---------------- | | **Assets** | | | | Cash and cash equivalents | $767,055 | $348,498 | | Total current assets | $1,776,399 | $1,055,963 | | Total assets | $2,719,902 | $1,946,627 | | **Liabilities** | | | | Total current liabilities | $828,548 | $541,946 | | Total liabilities | $2,373,667 | $1,567,811 | | **Stockholders' Equity** | | | | Total stockholders' equity| $346,235 | $378,816 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's financial performance, including revenue, costs, gross profit, and net loss for the periods presented Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenue | $301,095 | $243,236 | $576,286 | $444,275 | | Total cost of revenue | $244,745 | $245,206 | $465,669 | $418,308 | | Gross profit (loss) | $56,350 | $(1,970) | $110,617 | $25,967 | | Loss from operations | $(54,456) | $(102,173) | $(118,137) | $(167,832) | | Net loss | $(69,059) | $(121,165) | $(143,976) | $(203,912) | | Net loss per share (basic & diluted) | $(0.32) | $(0.67) | $(0.66) | $(1.11) | [Condensed Consolidated Statements of Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) This section presents the company's comprehensive loss, including net loss and other comprehensive items, for the periods presented Condensed Consolidated Statements of Comprehensive Loss (in thousands) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(69,059) | $(121,165) | $(143,976) | $(203,912) | | Foreign currency translation adjustment | $(722) | $(594) | $(993) | $(747) | | Comprehensive loss | $(69,781) | $(121,759) | $(144,969) | $(204,659) | | Comprehensive loss attributable to Class A and Class B common stockholders | $(66,762) | $(119,297) | $(138,430) | $(198,109) | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28Deficit%29) This section outlines changes in stockholders' equity, including stock-based compensation and net loss, for the six months ended June 30, 2023 Changes in Stockholders' Equity (Six Months Ended June 30, 2023, in thousands) | Item | Amount | | :---------------------------------------------------------------- | :----------- | | Balances at December 31, 2022 | $378,816 | | Stock-based compensation | $58,286 | | Derecognition of pre-modification forward contract fair value | $76,242 | | Equity component of Series B redeemable convertible preferred stock | $16,145 | | Purchase of capped call related to convertible notes | $(54,522) | | Net loss | $(143,976) | | Balances at June 30, 2023 | $346,235 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes cash flows from operating, investing, and financing activities for the six months ended June 30, 2023, and June 30, 2022 Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30, in thousands) | Cash Flow Activity | 2023 | 2022 | | :----------------- | :---------- | :---------- | | Operating activities | $(361,195) | $(98,514) | | Investing activities | $(46,125) | $(44,728) | | Financing activities | $811,826 | $(56,946) | | Net change in cash | $404,178 | $(200,935) | | Cash, cash equivalents and restricted cash, end of period | $922,544 | $414,179 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes accompanying the unaudited condensed consolidated financial statements, offering context for key financial items [Note 1. Nature of Business, Liquidity and Basis of Presentation](index=11&type=section&id=Note%201.%20Nature%20of%20Business%2C%20Liquidity%20and%20Basis%20of%20Presentation) This note describes the company's business, liquidity, and financial statement presentation, highlighting historical losses, recent debt, and concentration risks - The company has historically incurred operating losses and negative cash flows from operations since its inception[87](index=87&type=chunk) - As of June 30, 2023, the company had **$839.2 million** of total outstanding recourse debt, classified as long-term[87](index=87&type=chunk) - Management expects existing cash and cash equivalents, combined with operating cash flows, to be sufficient for the next 12 months[118](index=118&type=chunk) - The Inflation Reduction Act of 2022 (IRA) is expected to make the financing market more robust for the company's products[228](index=228&type=chunk)[90](index=90&type=chunk) Revenue Concentration by Geography and Customer (Six Months Ended June 30, 2023) | Category | Detail | Percentage of Total Revenue | | :------- | :----------------------------------- | :-------------------------- | | Geographic | United States | Majority | | Geographic | Asia Pacific region (Korea, Japan, India) | 17% | | Customer | Top 3 customers | 40%, 13%, 12% | [Note 2. Summary of Significant Accounting Policies](index=14&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note refers to accounting policies in the Annual Report on Form 10-K, noting no significant changes from new pronouncements - No significant changes in reported financial position or results of operations and cash flows resulted from the adoption of new accounting pronouncements[99](index=99&type=chunk) [Note 3. Revenue Recognition](index=14&type=section&id=Note%203.%20Revenue%20Recognition) This note details revenue recognition policies, including contract balances and deferred revenue, and disaggregates revenue by category for the periods presented - Contract assets relate to revenue recognized but not yet billed, while customer deposits and deferred revenue are payments received or invoiced prior to performance obligation transfer[101](index=101&type=chunk) - Deferred revenue primarily consists of performance obligations for maintenance services and product acceptance/installation, expected to be recognized over periods up to **21 years**[125](index=125&type=chunk) Disaggregated Revenue (in thousands) | Revenue Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Product revenue | $214,706 | $173,625 | $408,451 | $307,172 | | Installation revenue | $24,321 | $12,729 | $44,846 | $26,282 | | Services revenue | $42,298 | $38,426 | $82,961 | $73,665 | | Electricity revenue | $19,770 | $18,456 | $40,028 | $37,156 | | **Total revenue**| **$301,095** | **$243,236** | **$576,286** | **$444,275** | [Note 4. Financial Instruments](index=16&type=section&id=Note%204.%20Financial%20Instruments) This note details cash, cash equivalents, and restricted cash, including money market funds and restricted accounts, and covers factoring arrangements Cash, Cash Equivalents and Restricted Cash (in thousands) | Category | June 30, 2023 | December 31, 2022 | | :---------------------- | :------------ | :---------------- | | Cash and cash equivalents | $767,055 | $348,498 | | Restricted cash | $155,489 | $169,868 | | **Total** | **$922,544** | **$518,366** | - The company derecognized **$59.6 million** of accounts receivable during the six months ended June 30, 2023, through non-recourse factoring arrangements[152](index=152&type=chunk) - Costs of factoring for the six months ended June 30, 2023, were **$0.7 million**, a decrease from $1.2 million in the prior year period[129](index=129&type=chunk) [Note 5. Fair Value](index=17&type=section&id=Note%205.%20Fair%20Value) This note outlines fair value measurements for financial assets and liabilities, categorizing them by input observability, and details valuation of money market funds and EPP derivatives - Money market funds are classified as **Level 1** financial assets, valued using quoted market prices[132](index=132&type=chunk) - Embedded EPP derivatives are classified as **Level 3** financial liabilities, valued using a Monte Carlo simulation model considering electricity price curves[111](index=111&type=chunk) Fair Value of Financial Assets and Liabilities (June 30, 2023, in thousands) | Category | Level 1 | Level 2 | Level 3 | Total | | :----------------------- | :-------- | :------ | :------ | :-------- | | **Assets** | | | | | | Cash equivalents: Money market funds | $614,969 | $— | $— | $614,969 | | **Liabilities** | | | | | | Derivatives: Embedded EPP derivatives | $— | $— | $3,834 | $3,834 | - The embedded EPP derivative liability decreased from **$5.9 million** at December 31, 2022, to **$3.8 million** at June 30, 2023, partly due to a **$3.2 million** payment to a customer[133](index=133&type=chunk)[156](index=156&type=chunk) [Note 6. Balance Sheet Components](index=18&type=section&id=Note%206.%20Balance%20Sheet%20Components) This note provides a detailed breakdown of various balance sheet components, including inventories, property, plant and equipment, and accrued warranty, highlighting changes between periods Inventories (in thousands) | Category | June 30, 2023 | December 31, 2022 | | :--------------- | :------------ | :---------------- | | Raw materials | $223,526 | $165,446 | | Finished goods | $188,803 | $58,288 | | Work-in-progress | $55,937 | $44,660 | | **Total** | **$468,266** | **$268,394** | Property, Plant and Equipment, Net (in thousands) | Category | June 30, 2023 | December 31, 2022 | | :----------------------- | :------------ | :---------------- | | Energy Servers | $545,047 | $538,912 | | Machinery and equipment | $159,171 | $145,555 | | Leasehold improvements | $105,888 | $104,528 | | Construction-in-progress | $92,896 | $72,174 | | Buildings | $49,424 | $49,240 | | Computers, software and hardware | $26,359 | $24,608 | | Furniture and fixtures | $9,722 | $9,581 | | Less: accumulated depreciation | $(382,500) | $(344,184) | | **Total, net** | **$606,007** | **$600,414** | Accrued Warranty Liabilities (in thousands) | Category | June 30, 2023 | December 31, 2022 | | :------------------ | :------------ | :---------------- | | Product performance | $13,926 | $16,901 | | Product warranty | $980 | $431 | | **Total** | **$14,906** | **$17,332** | - The company had **13,491,701 shares** of Series B redeemable convertible preferred stock issued and outstanding as of June 30, 2023, compared to none at December 31, 2022[140](index=140&type=chunk) [Note 7. Outstanding Loans and Security Agreements](index=22&type=section&id=Note%207.%2E%20Outstanding%20Loans%20and%20Security%20Agreements) This note details the company's recourse and non-recourse debt facilities, including new Green Convertible Senior Notes, debt retirement, and associated capped call transactions - On May 16, 2023, the company issued **$632.5 million** in 3% Green Convertible Senior Notes due June 2028, with net proceeds of **$612.9 million**[88](index=88&type=chunk)[181](index=181&type=chunk) - The company retired **$57.6 million** of 10.25% Senior Secured Notes due March 2027 during Q2 2023, incurring a **$2.9 million** loss on extinguishment of debt[171](index=171&type=chunk)[348](index=348&type=chunk) - The company entered into capped call transactions for **$54.5 million** to reduce potential dilution from the 3% Green Notes, recorded as a reduction to additional paid-in capital[148](index=148&type=chunk)[169](index=169&type=chunk) Total Debt Summary (in thousands) | Debt Type | June 30, 2023 (Unpaid Principal) | December 31, 2022 (Unpaid Principal) | | :-------------- | :------------------------------- | :----------------------------------- | | Recourse debt | $862,500 | $291,653 | | Non-recourse debt | $120,071 | $127,430 | | **Total debt** | **$982,571** | **$419,083** | Loan Principal Repayment Schedule (as of June 30, 2023, in thousands) | Period | Amount | | :---------------- | :---------- | | Remainder of 2023 | $4,414 | | 2024 | $11,483 | | 2025 | $242,591 | | 2026 | $15,356 | | 2027 | $647,567 | | Thereafter | $61,160 | | **Total** | **$982,571**| [Note 8. Leases](index=25&type=section&id=Note%208.%20Leases) This note details the company's lease arrangements for facilities, Energy Servers, and vehicles, distinguishing between operating and finance leases, and covers managed services and portfolio financings Total Lease Costs (in thousands) | Lease Type | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease costs | $8,166 | $6,049 | $15,965 | $11,885 | | Financing lease costs | $263 | $315 | $526 | $626 | | Short-term lease costs | $733 | $167 | $1,177 | $241 | | **Total lease costs** | **$9,162** | **$6,531** | **$17,668** | **$12,752** | - The weighted average remaining lease term for operating leases was **8.0 years** at June 30, 2023, with a weighted average discount rate of **12.4%**[177](index=177&type=chunk) - Managed Services generated **$8.5 million** in product revenue and **$1.8 million** in installation revenue from successful sale and leaseback transactions for the three months ended June 30, 2023[195](index=195&type=chunk) [Note 9. Stock-Based Compensation and Employee Benefit Plans](index=28&type=section&id=Note%209.%20Stock-Based%20Compensation%20and%20Employee%20Benefit%20Plans) This note outlines stock-based compensation expense for options and awards, and details activity under the 2018 Employee Stock Purchase Plan Stock-Based Compensation Expense (in thousands) | Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of revenue | $5,067 | $4,767 | $9,228 | $8,627 | | Research and development | $7,678 | $13,213 | $16,088 | $20,295 | | Sales and marketing | $6,257 | $4,805 | $12,074 | $9,580 | | General and administrative | $9,477 | $9,814 | $20,642 | $20,405 | | **Total** | **$28,479** | **$32,599** | **$58,032** | **$58,907** | - Unrecognized compensation costs for unvested stock options were **$0.2 million** at June 30, 2023, expected to be recognized over **0.7 years**[180](index=180&type=chunk) - Unrecognized stock-based compensation expense for unvested stock awards was **$159.9 million** at June 30, 2023, expected over **2.2 years**[216](index=216&type=chunk) - The company granted RSU and PSU awards to executive staff on February 15, 2023, with time-based and performance-based vesting schedules[217](index=217&type=chunk) [Note 10. Portfolio Financings](index=30&type=section&id=Note%2010.%20Portfolio%20Financings) This note provides an overview of the company's financing options for customers through third-party ownership arrangements, detailing the aggregate assets and liabilities of a consolidated PPA Entity - The company consolidates PPA V as a Variable Interest Entity (VIE), being its primary beneficiary[37](index=37&type=chunk) - PPA V contains non-recourse debt to the company and owns Energy Server assets for which the company does not have title[37](index=37&type=chunk) PPA Entity's Aggregate Assets and Liabilities (in thousands) | Category | June 30, 2023 | December 31, 2022 | | :---------------------- | :------------ | :---------------- | | **Assets** | | | | Total current assets | $3,823 | $9,557 | | Property, plant and equipment, net | $126,159 | $133,285 | | Total assets | $139,617 | $152,711 | | **Liabilities** | | | | Total current liabilities | $11,500 | $15,006 | | Non-recourse debt | $106,260 | $112,480 | | Total liabilities | $122,180 | $132,234 | [Note 11. Related Party Transactions](index=30&type=section&id=Note%2011.%20Related%20Party%20Transactions) This note reports on related party transactions, indicating no changes in relationships during the six months ended June 30, 2023, and summarizes revenue and outstanding balances - No material changes in related party relationships occurred during the six months ended June 30, 2023[38](index=38&type=chunk) Related Party Transactions (in thousands) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenue from related parties | $4,585 | $10,233 | $5,418 | $17,699 | | Accounts receivable (as of period end) | N/A | N/A | $5,999 | $4,257 | - The company had no material debt or convertible notes from investors considered to be related parties as of June 30, 2023, and December 31, 2022[42](index=42&type=chunk) [Note 12. Commitments and Contingencies](index=31&type=section&id=Note%2012.%20Commitments%20and%20Contingencies) This note details various commitments and contingencies, including purchase commitments, performance guarantees, letters of credit, and legal matters, along with investment tax credits - The company had no material open non-cancellable purchase orders with component suppliers and third-party manufacturers as of June 30, 2023, and December 31, 2022[16](index=16&type=chunk) - Payments for performance guarantees were **$4.1 million** for the three months and **$19.9 million** for the six months ended June 30, 2023, an increase from $9.4 million and $9.7 million respectively in the prior year[17](index=17&type=chunk) - The balance of a cash-collateralized letter of credit was **$47.4 million** at June 30, 2023, down from $69.1 million at December 31, 2022[18](index=18&type=chunk) - The company reached an agreement in principle to settle a federal class action lawsuit for **$3 million**, expected to be funded by insurers, and settled a dispute with the City of Santa Clara regarding building permits[24](index=24&type=chunk)[25](index=25&type=chunk) [Note 13. Income Taxes](index=34&type=section&id=Note%2013.%20Income%20Taxes) This note provides information on income tax provisions and effective tax rates, noting lower rates due to a full valuation allowance against U.S. deferred tax assets Income Tax Provisions and Effective Tax Rates (in millions) | Period | Income Tax Provision (Benefit) | Pre-Tax Losses | Effective Tax Rate | | :-------------------------- | :----------------------------- | :------------- | :----------------- | | Three Months Ended June 30, 2023 | $0.2 | $(68.9) | (0.3)% | | Six Months Ended June 30, 2023 | $0.4 | $(143.5) | (0.3)% | | Three Months Ended June 30, 2022 | $0.01 | $(121.2) | 0.01% | | Six Months Ended June 30, 2022 | $0.6 | $(203.4) | (0.3)% | - The effective tax rate was lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets[29](index=29&type=chunk) [Note 14. Net Loss per Share Available to Common Stockholders](index=34&type=section&id=Note%2014.%20Net%20Loss%20per%20Share%20Available%20to%20Common%20Stockholders) This note presents common stock equivalents excluded from diluted net loss per share calculation due to their antidilutive effect Common Stock Equivalents Excluded from Diluted EPS (in thousands) | Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Convertible notes | 31,146 | 14,187 | 22,713 | 14,187 | | Redeemable convertible preferred stock | 13,492 | 11,000 | 7,454 | 11,000 | | Stock options and awards | 3,611 | 4,655 | 5,345 | 4,894 | | **Total** | **48,249** | **29,842** | **35,512** | **30,081** | [Note 15. SK ecoplant Strategic Investment](index=34&type=section&id=Note%2015.%20SK%20ecoplant%20Strategic%20Investment) This note details the expanded strategic relationship with SK ecoplant, including amendments to agreements, and the issuance of Series A and Series B preferred stock - In October 2021, the company expanded its relationship with SK ecoplant, amending the Preferred Distribution Agreement (PDA) and Joint Venture Agreement (JVA)[5](index=5&type=chunk) - The restated PDA establishes SK ecoplant's three-year purchase commitments for Energy Servers on a take-or-pay basis[5](index=5&type=chunk) - The initial investment involved the sale of **10,000,000 shares** of Series A redeemable convertible preferred stock to SK ecoplant for **$255.0 million** in December 2021[8](index=8&type=chunk) - On March 23, 2023, the company issued **13,491,701 shares** of Series B redeemable convertible preferred stock to SK ecoplant for **$311.0 million** in cash proceeds as part of the Second Tranche Closing[14](index=14&type=chunk) - A Loan Agreement was also entered into with SK ecoplant, providing an option to draw on a **$311.0 million** loan with a **4.6%** interest rate and five-year maturity, recognized as a loan commitment asset of **$52.8 million**[62](index=62&type=chunk)[63](index=63&type=chunk) Korean Joint Venture's Assets and Liabilities (in thousands) | Category | June 30, 2023 | December 31, 2022 | | :---------------------- | :------------ | :---------------- | | **Assets** | | | | Total current assets | $23,879 | $22,905 | | Total assets | $27,333 | $26,483 | | **Liabilities** | | | | Total current liabilities | $2,297 | $7,357 | | Total liabilities | $5,644 | $9,357 | [Note 16. Subsequent Events](index=37&type=section&id=Note%2016.%20Subsequent%20Events) This note states no material subsequent events occurred requiring adjustment or disclosure in the condensed consolidated financial statements - No material subsequent events occurred that would require adjustment or disclosure in the condensed consolidated financial statements[222](index=222&type=chunk) [Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202%20-%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition and results of operations, covering business, strategic investments, performance factors, liquidity, and detailed financial analysis [Overview](index=38&type=section&id=Overview) This section provides a high-level overview of Bloom Energy's mission, technology, and sales strategy, emphasizing clean energy and hydrogen production - Bloom Energy's mission is to make clean, reliable energy affordable, utilizing solid oxide fuel-cell based power generation that is fuel-flexible (biogas, hydrogen, natural gas) and highly efficient[209](index=209&type=chunk) - The company's technology also supports hydrogen production, recognized as a critical tool for decarbonization[209](index=209&type=chunk) - Sales are primarily through a direct sales organization in the U.S. and international channels, with various financing options to support customer acquisition[209](index=209&type=chunk) [Strategic Investment](index=39&type=section&id=Strategic%20Investment) This section highlights the company's strategic partnership with SK ecoplant as a key focus, with further details provided in Note 15 - The company's strategic partnership with SK ecoplant is a key focus, with details referenced in Note 15[210](index=210&type=chunk)[251](index=251&type=chunk) [Certain Factors Affecting our Performance](index=39&type=section&id=Certain%20Factors%20Affecting%20our%20Performance) This section discusses various factors influencing the company's performance, including energy market conditions, supply chain constraints, customer financing, and ESG initiatives - Global energy transition, regulatory shifts, and geopolitical stresses are extending sales cycles and impacting demand for natural gas, biogas, and hydrogen products[252](index=252&type=chunk) - Supply chain tightness, inflationary environment, and geopolitical instability continue to pose risks of longer lead times and increased costs, though no significant component shortages have occurred to date[227](index=227&type=chunk)[253](index=253&type=chunk) - Customer financing depends on creditworthiness, and regional banking instability could make financing more difficult, though the IRA is expected to strengthen the financing market[228](index=228&type=chunk)[254](index=254&type=chunk) - The company released its 2022 Sustainability Report, aligning with ESG frameworks and demonstrating commitment to decarbonization[230](index=230&type=chunk)[255](index=255&type=chunk) [Inflation Reduction Act of 2022](index=41&type=section&id=Inflation%20Reduction%20Act%20of%202022) This section highlights the positive impact of the Inflation Reduction Act of 2022 (IRA) on the company's business through new and expanded production and tax credits - The Inflation Reduction Act of 2022 (IRA) is expected to positively impact the company's business through new and expanded production and tax credits for clean energy manufacturers and projects[70](index=70&type=chunk)[90](index=90&type=chunk)[231](index=231&type=chunk)[257](index=257&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity position, capital requirements, and sources and uses of cash, highlighting recent financing activities and their impact on working capital - The company raised cash through financing activities with SK ecoplant (**$311.0 million**) and issuing 3% Green Notes (**$632.5 million** principal amount) in the first half of 2023[232](index=232&type=chunk)[233](index=233&type=chunk)[257](index=257&type=chunk)[258](index=258&type=chunk) - Cash and cash equivalents totaled **$767.1 million** as of June 30, 2023[234](index=234&type=chunk) - Net cash used in operating activities increased by **$262.7 million** to **$361.2 million** for the six months ended June 30, 2023, primarily due to increased working capital to support future demand[237](index=237&type=chunk)[262](index=262&type=chunk) - Net cash provided by financing activities increased by **$868.8 million** to **$811.8 million** for the six months ended June 30, 2023, driven by proceeds from Green Notes and preferred stock issuance[264](index=264&type=chunk) Consolidated Sources and Uses of Cash (Six Months Ended June 30, in thousands) | Cash Flow Activity | 2023 | 2022 | | :----------------- | :---------- | :---------- | | Operating activities | $(361,195) | $(98,514) | | Investing activities | $(46,125) | $(44,728) | | Financing activities | $811,826 | $(56,946) | [Purchase and Financing Options](index=43&type=section&id=Purchase%20and%20Financing%20Options) This section describes the various purchase options for Energy Servers, including direct purchase and traditional leases, and their revenue attribution - The company offers various purchase options for its Energy Servers, including direct purchase (which encompasses third-party PPAs and international channels) and traditional leases[246](index=246&type=chunk)[269](index=269&type=chunk) Revenue Attributable to Purchase Options (Three and Six Months Ended June 30) | Purchase Option | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Direct purchase (incl. third-party PPAs & int'l channels) | 97% | 100% | 97% | 100% | | Traditional lease | 3% | —% | 3% | —% | [Performance Guarantees](index=43&type=section&id=Performance%20Guarantees) This section details the company's aggregate remaining potential liability related to underperformance obligations for O&M Agreements and performance guarantee payments - The company's aggregate remaining potential liability related to underperformance obligations for O&M Agreements was approximately **$482.5 million** as of June 30, 2023[241](index=241&type=chunk) - Performance guarantee payments for the six months ended June 30, 2023, totaled **$19.9 million**[241](index=241&type=chunk) [International Channel Partners](index=44&type=section&id=International%20Channel%20Partners) This section notes that there were no significant changes in international channel partners during the six months ended June 30, 2023 - No significant changes in international channel partners occurred during the six months ended June 30, 2023[242](index=242&type=chunk) [Key Operating Metrics - Comparison of the Three and Six Months Ended June 30, 2023 and 2022](index=44&type=section&id=Key%20Operating%20Metrics%20-%20Comparison%20of%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202023%20and%202022) This section presents key operating metrics, specifically product acceptances and megawatts accepted, demonstrating growth in demand for the company's Energy Servers Product and Megawatts Accepted (Three and Six Months Ended June 30) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change Amount | % Change | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change Amount | % Change | | :---------------------- | :------------------------------- | :------------------------------- | :------------ | :------- | :----------------------------- | :----------------------------- | :------------ | :------- | | Product accepted | 606 | 471 | 135 | 28.7% | 1,118 | 846 | 272 | 32.2% | | Megawatts accepted, net | 61 | 47 | 14 | 28.7% | 112 | 85 | 27 | 32.2% | - Total megawatts accepted, net, increased from **973 MW** to **1,085 MW**, adding **112 MW** to the installed base[268](index=268&type=chunk) [Costs Related to Our Products](index=45&type=section&id=Costs%20Related%20to%20Our%20Products) This section analyzes the costs associated with the company's products, including product costs, manufacturing-related period costs, and installation costs, highlighting efforts to reduce material costs Product Related Costs (Three and Six Months Ended June 30) | Cost Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change Amount | % Change | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change Amount | % Change | | :-------------------------------------------------------- | :------------------------------- | :------------------------------- | :------------ | :------- | :----------------------------- | :----------------------------- | :------------ | :------- | | Product costs of product accepted (per kW) | $2,106/kW | $2,462/kW | $(356/kW) | (14.5)% | $2,189/kW | $2,506/kW | $(317/kW) | (12.6)% | | Period costs of manufacturing related expenses (in thousands) | $17,479 | $13,489 | $3,990 | 29.6% | $30,073 | $23,176 | $6,897 | 29.8% | | Installation costs on product accepted (per kW) | $443/kW | $355/kW | $88/kW | 24.8% | $463/kW | $349/kW | $114/kW | 32.7% | - The decrease in product costs per kilowatt was driven by ongoing efforts to reduce material costs, vendor programs, and improved manufacturing efficiency through increased volume and automation[248](index=248&type=chunk)[294](index=294&type=chunk) - Period costs of manufacturing related expenses increased due to investments in capacity expansion efforts[271](index=271&type=chunk)[295](index=295&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's financial performance, covering revenue, cost of revenue, gross profit, operating expenses, and net loss for the three and six months ended June 30, 2023, compared to the prior year [Revenue](index=46&type=section&id=Revenue) This section analyzes the company's total revenue, disaggregated by product, installation, service, and electricity categories, highlighting growth drivers for the periods presented Total Revenue (in thousands) | Revenue Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change Amount | % Change | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change Amount | % Change | | :--------------- | :------------------------------- | :------------------------------- | :------------ | :------- | :----------------------------- | :----------------------------- | :------------ | :------- | | Product | $214,706 | $173,625 | $41,081 | 23.7% | $408,451 | $307,172 | $101,279 | 33.0% | | Installation | $24,321 | $12,729 | $11,592 | 91.1% | $44,846 | $26,282 | $18,564 | 70.6% | | Service | $42,298 | $38,426 | $3,872 | 10.1% | $82,961 | $73,665 | $9,296 | 12.6% | | Electricity | $19,770 | $18,456 | $1,314 | 7.1% | $40,028 | $37,156 | $2,872 | 7.7% | | **Total revenue**| **$301,095** | **$243,236** | **$57,859** | **23.8%**| **$576,286** | **$444,275** | **$132,011** | **29.7%**| - Product revenue increased primarily due to a **28.7%** (three months) and **32.2%** (six months) increase in product acceptances, partially offset by prior year revenue from the PPA IIIa Upgrade[276](index=276&type=chunk)[299](index=299&type=chunk) - Installation revenue growth was driven by a change in the mix of product acceptances requiring installations by the company[277](index=277&type=chunk)[300](index=300&type=chunk) - Service revenue increased due to higher product acceptances and maintenance contracts, partially offset by product performance guarantees[278](index=278&type=chunk)[279](index=279&type=chunk)[301](index=301&type=chunk) - Electricity revenue increased due to a rise in installed units from Managed Services transactions[281](index=281&type=chunk)[303](index=303&type=chunk) [Cost of Revenue](index=47&type=section&id=Cost%20of%20Revenue) This section analyzes the total cost of revenue, broken down by product, installation, service, and electricity, highlighting factors influencing changes in costs for the periods presented Total Cost of Revenue (in thousands) | Cost Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change Amount | % Change | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change Amount | % Change | | :------------ | :------------------------------- | :------------------------------- | :------------ | :------- | :----------------------------- | :----------------------------- | :------------ | :------- | | Product | $145,146 | $129,419 | $15,727 | 12.2% | $274,759 | $235,161 | $39,598 | 16.8% | | Installation | $26,879 | $16,730 | $10,149 | 60.7% | $51,979 | $29,503 | $22,476 | 76.2% | | Service | $57,263 | $41,028 | $16,235 | 39.6% | $108,507 | $82,854 | $25,653 | 31.0% | | Electricity | $15,457 | $58,029 | $(42,572) | (73.4)% | $30,424 | $70,790 | $(40,366) | (57.0)% | | **Total cost of revenue** | **$244,745** | **$245,206** | **$(461)** | **(0.2)%**| **$465,669** | **$418,308** | **$47,361** | **11.3%**| - Cost of product revenue increased due to higher product acceptances, but was offset by lower cost per unit from material cost reductions and manufacturing efficiencies[283](index=283&type=chunk)[305](index=305&type=chunk) - Cost of installation revenue increased significantly due to a change in the mix of product acceptances requiring company installations[285](index=285&type=chunk)[328](index=328&type=chunk) - Cost of electricity revenue decreased substantially, primarily due to the write-off of old Energy Servers from the PPA IIIa Upgrade in Q2 2022[287](index=287&type=chunk)[330](index=330&type=chunk) [Gross Profit (Loss) and Gross Margin](index=48&type=section&id=Gross%20Profit%20%28Loss%29%20and%20Gross%20Margin) This section analyzes the company's gross profit (loss) and gross margin across product, installation, service, and electricity segments, highlighting improvements and challenges for the periods presented Gross Profit (Loss) and Gross Margin (in thousands) | Gross Profit (Loss) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change Amount | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change Amount | | :------------------ | :------------------------------- | :------------------------------- | :------------ | :----------------------------- | :----------------------------- | :------------ | | Product | $69,560 | $44,206 | $25,354 | $133,692 | $72,011 | $61,681 | | Installation | $(2,558) | $(4,001) | $1,443 | $(7,133) | $(3,221) | $(3,912) | | Service | $(14,965) | $(2,602) | $(12,363) | $(25,546) | $(9,189) | $(16,357) | | Electricity | $4,313 | $(39,573) | $43,886 | $9,604 | $(33,634) | $43,238 | | **Total gross profit (loss)** | **$56,350** | **$(1,970)** | **$58,320** | **$110,617** | **$25,967** | **$84,650** | | **Gross Margin** | | | | | | | | Product | 32% | 25% | | 33% | 23% | | | Installation | (11)% | (31)% | | (16)% | (12)% | | | Service | (35)% | (7)% | | (31)% | (12)% | | | Electricity | 22% | (214)% | | 24% | (91)% | | | **Total gross margin**| **19%** | **(1)%** | | **19%** | **6%** | | - Total gross profit improved significantly by **$58.3 million** (three months) and **$84.7 million** (six months) due to increased product acceptances, cost reduction efforts, and improved electricity gross profit[289](index=289&type=chunk)[331](index=331&type=chunk) - Electricity gross profit increased substantially due to a decrease in the cost of electricity revenue, primarily from the write-off of old Energy Servers in Q2 2022[314](index=314&type=chunk)[336](index=336&type=chunk) - Service gross loss worsened due to deployments of field replacement units and product performance guarantees, partially offset by cost reductions[313](index=313&type=chunk)[334](index=334&type=chunk) [Operating Expenses](index=50&type=section&id=Operating%20Expenses) This section analyzes the company's operating expenses, including research and development, sales and marketing, and general and administrative costs, highlighting factors driving changes for the periods presented Total Operating Expenses (in thousands) | Operating Expense Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change Amount | % Change | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change Amount | % Change | | :------------------------- | :------------------------------- | :------------------------------- | :------------ | :------- | :----------------------------- | :----------------------------- | :------------ | :------- | | Research and development | $41,493 | $41,614 | $(121) | (0.3)% | $87,183 | $76,140 | $11,043 | 14.5% | | Sales and marketing | $26,822 | $20,475 | $6,347 | 31.0% | $53,933 | $41,809 | $12,124 | 29.0% | | General and administrative | $42,491 | $38,114 | $4,377 | 11.5% | $87,638 | $75,850 | $11,788 | 15.5% | | **Total operating expenses** | **$110,806** | **$100,203** | **$10,603** | **10.6%**| **$228,754** | **$193,799** | **$34,955** | **18.0%**| - Total operating expenses increased due to continued investment in R&D, workforce expansion, business development, and increases in office, facility, and travel expenses[315](index=315&type=chunk)[337](index=337&type=chunk) - R&D expenses increased for the six-month period due to higher laboratory supplies, materials, employee compensation, and outside services[338](index=338&type=chunk) - Sales and marketing expenses rose due to increased employee compensation and benefits for expanding the sales force, and higher outside services[317](index=317&type=chunk)[339](index=339&type=chunk) [Stock-Based Compensation](index=51&type=section&id=Stock-Based%20Compensation) This section analyzes the company's total stock-based compensation expense, disaggregated by cost of revenue, R&D, sales and marketing, and general and administrative categories Total Stock-Based Compensation (in thousands) | Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change Amount | % Change | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change Amount | % Change | | :----------------------- | :------------------------------- | :------------------------------- | :------------ | :------- | :----------------------------- | :----------------------------- | :------------ | :------- | | Cost of revenue | $5,067 | $4,767 | $300 | 6.3% | $9,228 | $8,627 | $601 | 7.0% | | Research and development | $7,678 | $13,213 | $(5,535) | (41.9)% | $16,088 | $20,295 | $(4,207) | (20.7)% | | Sales and marketing | $6,257 | $4,805 | $1,452 | 30.2% | $12,074 | $9,580 | $2,494 | 26.0% | | General and administrative | $9,477 | $9,814 | $(337) | (3.4)% | $20,642 | $20,405 | $237 | 1.2% | | **Total stock-based compensation** | **$28,479** | **$32,599** | **$(4,120)** | **(12.6)%**| **$58,032** | **$58,907** | **$(875)** | **(1.5)%**| - Total stock-based compensation decreased for both three and six-month periods, primarily due to a decrease in option expense from exercised, expired, or cancelled options, partially offset by increased ESPP expense and employee base expansion[319](index=319&type=chunk)[343](index=343&type=chunk) [Other Income and Expense](index=51&type=section&id=Other%20Income%20and%20Expense) This section details other income and expense items, including interest income, interest expense, and loss on extinguishment of debt, for the periods presented Other Income and Expense (in thousands) | Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change Amount | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change Amount | | :---------------------------------------- | :------------------------------- | :------------------------------- | :------------ | :----------------------------- | :----------------------------- | :------------ | | Interest income | $4,357 | $196 | $4,161 | $6,352 | $255 | $6,097 | | Interest expense | $(13,953) | $(13,814) | $(139) | $(25,699) | $(27,901) | $2,202 | | Other expense, net | $(740) | $(1,191) | $451 | $(2,083) | $(4,218) | $2,135 | | Loss on extinguishment of debt | $(2,873) | $(4,233) | $1,360 | $(2,873) | $(4,233) | $1,360 | | (Loss) gain on revaluation of embedded derivatives | $(1,216) | $38 | $(1,254) | $(1,099) | $569 | $(1,668) | | **Total** | **$(14,425)** | **$(19,004)** | **$4,579** | **$(25,402)** | **$(35,528)** | **$10,126** | - Interest income increased significantly due to higher cash balances in money market funds[344](index=344&type=chunk) - Interest expense decreased for the six-month period due to debt repayments, partially offset by interest from new 3.04% Senior Secured Notes[321](index=321&type=chunk) - Loss on extinguishment of debt for Q2 2023 was **$2.9 million**, resulting from the redemption of 10.25% Senior Secured Notes[348](index=348&type=chunk) [Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests](index=53&type=section&id=Net%20Loss%20Attributable%20to%20Noncontrolling%20Interests%20and%20Redeemable%20Noncontrolling%20Interests) This section presents the net loss attributable to noncontrolling interests and redeemable noncontrolling interests, calculated using the hypothetical liquidation at book value method Net Loss Attributable to Noncontrolling Interests (in thousands) | Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change Amount | % Change | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change Amount | % Change | | :---------------------------------------- | :------------------------------- | :------------------------------- | :------------ | :------- | :----------------------------- | :----------------------------- | :------------ | :------- | | Net loss attributable to noncontrolling interest | $(2,998) | $(2,365) | $(633) | 26.8% | $(6,348) | $(6,453) | $105 | (1.6)% | | Net loss attributable to redeemable noncontrolling interest | $— | $— | $— | —% | $— | $(300) | $300 | (100.0)% | - Net loss attributable to noncontrolling interests is calculated using the hypothetical liquidation at book value (HLBV) method[371](index=371&type=chunk) [Critical Accounting Policies and Estimates](index=53&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section identifies critical accounting policies and estimates requiring significant judgment and assumptions, noting no significant changes during the period - Key critical accounting policies and estimates include Revenue Recognition, Valuation of Assets and Liabilities of the SK ecoplant Strategic Investment, Incremental Borrowing Rate by Lease Class, Stock-Based Compensation, Income Taxes, Principles of Consolidation, and Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests[326](index=326&type=chunk) - No significant changes to critical accounting policies and estimates occurred during the six months ended June 30, 2023[374](index=374&type=chunk) [Item 3 - Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203%20-%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states no significant changes to market risk disclosures occurred during the six months ended June 30, 2023, referring to the Annual Report on Form 10-K - No significant changes to quantitative and qualitative disclosures about market risk occurred during the six months ended June 30, 2023[354](index=354&type=chunk) [Item 4 - Controls and Procedures](index=54&type=section&id=Item%204%20-%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter - The company's disclosure controls and procedures were effective as of June 30, 2023, as evaluated by management, CEO, and CFO[355](index=355&type=chunk) - No material changes in internal control over financial reporting were identified during the three months ended June 30, 2023[356](index=356&type=chunk) PART II - OTHER INFORMATION [Item 1 - Legal Proceedings](index=55&type=section&id=Item%201%20-%20Legal%20Proceedings) This section refers to Note 12 for legal proceedings and states no other material legal proceedings would adversely affect the company's business - The company is involved in various legal proceedings arising in the ordinary course of business, with details provided in Note 12[358](index=358&type=chunk) - No other legal proceedings are currently deemed to have a material adverse effect on the company's business, operating results, financial condition, or cash flows[358](index=358&type=chunk) [Item 1A - Risk Factors](index=55&type=section&id=Item%201A%20-%20Risk%20Factors) This section indicates no material changes to risk factors beyond those disclosed in the Annual Report on Form 10-K for FY2022 and the Q1 2023 10-Q - No material changes in risk factors were reported, beyond those disclosed in the Annual Report on Form 10-K for FY2022 and the Q1 2023 10-Q[359](index=359&type=chunk) [Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202%20-%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section states no unregistered sales of equity securities were made during the quarter ended June 30, 2023, except as previously disclosed in a Form 8-K - No unregistered sales of equity securities were made during the quarter ended June 30, 2023, other than those previously disclosed in a Form 8-K filed on May 16, 2023[360](index=360&type=chunk) [Item 3 - Defaults Upon Senior Securities](index=55&type=section&id=Item%203%20-%20Defaults%20Upon%20Senior%20Securities) This section reports that there were no defaults upon senior securities during the period - No defaults upon senior securities occurred during the reporting period[361](index=361&type=chunk) [Item 4 - Mine Safety Disclosures](index=55&type=section&id=Item%204%20-%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[362](index=362&type=chunk) [Item 5 - Other Information](index=55&type=section&id=Item%205%20-%20Other%20Information) This section reports no director or Section 16 officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No director or Section 16 officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2023[363](index=363&type=chunk)[378](index=378&type=chunk) [Item 6 - Exhibits](index=56&type=section&id=Item%206%20-%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including corporate governance documents, debt indentures, and certifications Selected Exhibits Filed | Exhibit Number | Description | | :------------- | :------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | | 3.4 | Certificate of Designation of Series B Redeemable Convertible Preferred Stock | | 4.1 | Indenture, dated as of May 16, 2023, between Bloom Energy Corporation and U.S. Bank Trust Company, National Association, as trustee | | 10.1 | Form of Confirmation of Call Option Transaction, between Bloom Energy Corporation and each Option Counterparty | | 31.1 | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1994, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2 | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1994, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | [SIGNATURES](index=57&type=section&id=SIGNATURES) This section contains the required signatures for the Quarterly Report on Form 10-Q, confirming its submission on behalf of Bloom Energy Corporation - The report is signed by KR Sridhar, Founder, Chief Executive Officer, Chairman and Director, and Gregory Cameron, President and Chief Financial Officer, on August 3, 2023[220](index=220&type=chunk)[368](index=368&type=chunk)

Bloom Energy Corporation (NYSE:BE) Q1 2023 Earnings Conference Call May 9, 2023 5:00 PM ET Company Participants Ed Vallejo - VP, IR K.R. Sridhar - Founder, Chairman and CEO Greg Cameron - President and CFO Conference Call Participants Andrew Percoco - Morgan Stanley Manav Gupta - UBS Alex Vrabel - Bank of America Sam Burwell - Jefferies Jason Vernoff - Oppenheimer Sangita Jain - KeyBanc Pavel Molchanov - Raymond James Luke Tilkens - Piper Sandler Jordan Levy - Truist Abhishek Sinha - Northland Capital Noel ...

FORM 10-Q 1 PART II - OTHER INFORMATION Item 1 - Legal Proceedings 44 Item 1A - Risk Factors 44 Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 44 Item 3 - Defaults Upon Senior Securities 44 Item 4 - Mine Safety Disclosures 44 Item 5 - Other Information 44 Item 6 - Exhibits 45 2 ITEM 1 - FINANCIAL STATEMENTS We have variable interest entity related to PPA V (see Note 10 - Portfolio Financings) and joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment), w ...

• require super-majority voting to amend some provisions in our restated certificate of incorporation and amended and restated bylaws; • authorize the issuance of "blank check" preferred stock that our board of directors could use to implement a shareholder rights plan; • authorize only the chairman of our board of directors, our chief executive officer, or a majority of our board of directors to call a special meeting of stockholders; • prohibit stockholder action by written consent, which thereby requires ...

Bloom Energy Corporation. (NYSE:BE) Q4 2022 Earnings Conference Call February 9, 2023 5:00 PM ET Company Participants Ed Vallejo - Vice President, Investor Relations K.R. Sridhar - Founder, Chairman & Chief Executive Officer Greg Cameron - Chief Financial Officer Conference Call Participants Manav Gupta - UBS Julien Dumoulin-Smith - Bank of America Michael Blum - Wells Fargo Martin Malloy - Johnson Rice & Company Jordan Levy - Truist Securities Colin Rusch - Oppenheimer Sam Burwell - Jefferies Biju Perinche ...

Bloom Energy Corporation (NYSE:BE) Q3 2022 Earnings Conference Call November 3, 2022 5:00 PM ET Company Participants Ed Vallejo - Vice President, Investor Relations K.R. Sridhar - Founder, Chairman & Chief Executive Officer Greg Cameron - Chief Financial Officer Conference Call Participants Sam Burwell - Jefferies Michael Blum - Wells Fargo Securities Maheep Mandloi - Credit Suisse Julien Dumoulin-Smith - Bank of America Martin Malloy - Johnson Rice & Company L.L.C Noel Parks - Tuohy Brothers Kashy Harrison ...

| --- | --- | --- | --- | --- | |-------|-------|-------|-------|-------| | | | | | | | | | | | | Forward-looking statements and non-GAAP financial measures This press release contains certain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they con ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________________ FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to ____________ Commission File Number 001-38598 _____________________________ ...