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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 8, 2024
___________________________________________

Bloom_Logo (002).jpg
BLOOM ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

001-38598
(Commission File Number)
___________________________________________
Delaware77-0565408
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)
  
4353 North First Street,San Jose,California95134
(Address of principal executive offices)(Zip Code)
  
408543-1500
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
___________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A Common Stock, $0.0001 par value BE New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   ¨

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.  ¨








Item 2.02     Results of Operations and Financial Condition

On August 8, 2024, Bloom Energy Corporation (the “Company) announced its financial results for the second quarter ended June 30, 2024 and issued a press release, a copy of which is attached hereto as Exhibit 99.1. The press release discloses certain non-GAAP financial measures. A reconciliation to the nearest comparable GAAP equivalent of these non-GAAP measures is contained in tabular form in Exhibit 99.1.

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.



Item 9.01    Financial Statements and Exhibits
(d) Exhibits

Exhibit No.Description
Press release dated August 8, 2024
104Cover page interactive data file (embedded within the inline XBRL document)




















SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BLOOM ENERGY CORPORATION
     
Date:
August 8, 2024
By: 
/s/ Daniel Berenbaum
    
Daniel Berenbaum
    
Chief Financial Officer
     (Principal Financial and Accounting Officer)



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Bloom Energy Reports Second Quarter 2024 Financial Results
Reiterating 2024 financial guidance

SAN JOSE, Calif., August 8, 2024 Bloom Energy Corporation (NYSE: BE) reported today its financial results for the second quarter ended June 30, 2024. The company reported revenue of $335.8 million for the second quarter of 2024.

Second Quarter Highlights

Revenue of $335.8 million in the second quarter of 2024, an increase of 11.5% year-over-year.
Gross margin of 20.4% in the second quarter of 2024, an increase of 1.7 percentage points year-over-year; Non-GAAP gross margin of 21.8% in the second quarter of 2024, an increase of 1.4 percentage points year-over-year.
Operating loss of $23.1 million in the second quarter of 2024, an improvement of $31.3 million year-over-year; Non-GAAP operating loss of $3.2 million in the second quarter of 2024, an improvement of $22.7 million year-over-year.
Strengthened our balance sheet through the issuance of 3% convertible green notes.
Announced agreement with CoreWeave, a leader in AI, to power the high-performance data center owned by Chirisa Technology Parks located in Volo, Illinois.
Silicon Valley Power received municipal approval to enter into an agreement using Bloom fuel cells to power 20-megawatts of AWS data centers in Santa Clara, CA.


KR Sridhar, CEO of Bloom Energy said, “It is now widely understood that demand for electricity is expected to far exceed available supply through the grid. It is presenting Bloom with a huge opportunity. We are seeing high levels of commercial interest in our products and solutions. We continue to execute well, advance our technology and build out our team for future growth.”

Dan Berenbaum, CFO of Bloom Energy added, “We delivered record revenue and non-GAAP profitability for a second quarter and strengthened our balance sheet through the issuance of our 3% convertible green notes. We are confident in our commercial pipeline, and we are reaffirming our prior 2024 financial guidance.”








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Summary of Key Financial Metrics

Summary of GAAP Profit and Loss Statements

($000), except EPS dataQ2’24Q1’24Q2’23
Revenue335,767 235,298 301,095 
Cost of Revenue267,245 197,222 244,745 
Gross Profit
68,522 38,076 56,350 
Gross Margin20.4 %16.2 %18.7 %
Operating Expenses91,650 87,093 110,806 
Operating Loss
(23,128)(49,017)(54,456)
Operating Margin(6.9)%(20.8)%(18.1)%
Non-operating Expenses38,659 8,507 11,607 
Net Loss to Common Stockholders
(61,787)(57,524)(66,061)
GAAP EPS, Basic and Diluted
$(0.27)$(0.25)$(0.32)

Summary of Non-GAAP Financial Information1

($000), except EPS dataQ2’24Q1’24Q2’23
Revenue335,767 235,298 301,095 
Cost of Revenue262,611 194,071 239,678 
Gross Profit73,156 41,226 61,418 
Gross Margin21.8%17.5%20.4%
Operating Expenses76,344 71,962 87,357 
Operating Loss
(3,188)(30,736)(25,939)
Operating Margin(0.9)%(13.1)%(8.6)%
Adjusted EBITDA10,219 (18,218)(8,421)
Non-GAAP EPS, Basic and Diluted
$(0.06)$(0.17)$(0.17)

1.A detailed reconciliation of GAAP to Non-GAAP financial measures is provided at the end of this press release


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Outlook

Bloom reaffirms outlook for the full-year 2024:

Revenue:                             $1.4 - $1.6B
Non-GAAP Gross Margin:                         ~28%
Non-GAAP Operating Income:                  $75 - $100M

Conference Call Details

Bloom will host a conference call today, August 8, 2024, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss its financial results. To participate in the live call, analysts and investors may call toll-free dial-in number: +1 (888) 596-4144 and toll-dial-in-number +1 (646) 968-2525. The conference ID is 9501971. A simultaneous live webcast will also be available under the Investor Relations section on our website at https://investor.bloomenergy.com/. Following the webcast, an archived version will be available on Bloom's website for one year. A telephonic replay of the conference call will be available for one week following the call, by dialing +1 (800) 770-2030 and entering passcode 9501971

Use of Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures as defined by the rules and regulations of the Securities and Exchange Commission (SEC). These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Bloom urges you to review the reconciliations of its non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures set forth in this press release, and not to rely on any single financial measure to evaluate our business. With respect to Bloom’s expectations regarding its 2024 Outlook, Bloom is not able to provide a quantitative reconciliation of non-GAAP gross margin and non-GAAP operating income measures to the corresponding GAAP measures without unreasonable efforts due to the uncertainty regarding, and the potential variability of, reconciling items such as stock-based compensation expense. Material changes to reconciling items could have a significant effect on future GAAP results and, as such, we believe that any reconciliation provided would imply a degree of precision that could be confusing or misleading to investors.

About Bloom Energy

Bloom Energy empowers businesses and communities to responsibly take charge of their energy. The company’s leading solid oxide platform for distributed generation of electricity and hydrogen is changing the future of energy. Fortune 100 companies turn to Bloom Energy as a trusted partner to deliver lower carbon energy today and a net-zero future. For more information, visit www.bloomenergy.com.

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Forward-Looking Statements

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 contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or the negative of these words or similar terms or expressions that concern Bloom’s expectations, strategy, priorities, plans or intentions. These forward-looking statements include, but are not limited to, Bloom’s expectations regarding: innovation and solutions; customer reaction to Bloom’s products; Bloom’s liquidity position; market demand for energy solutions; and Bloom’s 2024 outlook for revenue and profitability. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors including, but not limited to: Bloom’s limited operating history; the emerging nature of the distributed generation market and rapidly evolving market trends; the significant losses Bloom has incurred in the past; the significant upfront costs of Bloom’s Energy Servers and Bloom’s ability to secure financing for its products; Bloom’s ability to drive cost reductions and to successfully mitigate against potential price increases; Bloom’s ability to service its existing debt obligations; Bloom’s ability to be successful in new markets; government incentive programs including the scheduled expiration of the Investment Tax Credit at the end of 2024; the ability of the Bloom Energy Server to operate on the fuel source a customer will want; the success of the strategic partnership with SK ecoplant in the United States and international markets; timing and development of an ecosystem for the hydrogen market, including in the South Korean market; continued incentives in the South Korean market; adapting to the new government bidding process in the South Korean market; the timing and pace of adoption of hydrogen for stationary power; the risk of manufacturing defects; the accuracy of Bloom’s estimates regarding the useful life of its Energy Servers; delays in the development and introduction of new products or updates to existing products; supply constraints; the availability of rebates, tax credits and other tax benefits; changes in the regulatory landscape; Bloom’s reliance upon a limited number of customers; Bloom’s lengthy sales and installation cycle, construction, utility interconnection and other delays and cost overruns related to the installation of its Energy Servers, including inventories with distributors; business and economic conditions and growth trends in commercial and industrial energy markets; global macroeconomic conditions, including rising interest rates, recession fears and inflationary pressures, or geopolitical events or conflicts; overall electricity generation market; management transitions; Bloom’s ability to protect its intellectual property; and other risks and uncertainties detailed in Bloom’s SEC filings from time to time. More information on potential factors that may impact Bloom’s business are set forth in Bloom’s periodic reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC on February 15, 2024 and May 9, 2024, respectively, as well as subsequent reports filed with or furnished to the SEC from time to time. These reports are available on Bloom’s website at www.bloomenergy.com and the SEC’s website at www.sec.gov. Bloom assumes no obligation to, and does not currently intend to, update any such forward-looking statements.

The Investor Relations section of Bloom’s website at investor.bloomenergy.com contains a significant amount of information about Bloom Energy, including financial and other information for investors. Bloom encourages investors to visit this website from time to time, as information is updated and new information is posted.
Investor Relations:
Michael Tierney
Bloom Energy
investor@bloomenergy.com
Media:
Bloom Energy
press@bloomenergy.com
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Condensed Consolidated Balance Sheets (unaudited)
(in thousands, except share data)
June 30,December 31,
20242023
Assets
Current assets:
Cash and cash equivalents1
$581,684 $664,593 
Restricted cash1
25,167 46,821 
Accounts receivable less allowance for credit losses of $119 as of June 30, 2024 and December 31, 20231, 2
524,000 340,740 
Contract assets3
90,388 41,366 
Inventories1
520,216 502,515 
Deferred cost of revenue4
48,457 45,984 
Prepaid expenses and other current assets1, 5
40,102 51,148 
Total current assets1,830,014 1,693,167 
Property, plant and equipment, net1
494,377 493,352 
Operating lease right-of-use assets1, 6
134,972 139,732 
Restricted cash1
30,953 33,764 
Deferred cost of revenue3,565 3,454 
Other long-term assets1, 7
54,163 50,208 
Total assets$2,548,044 $2,413,677 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable1, 8
$104,201 $132,078 
Accrued warranty12,388 19,326 
Accrued expenses and other current liabilities1, 9
116,399 130,879 
Deferred revenue and customer deposits1, 10
112,032 128,922 
Operating lease liabilities1, 11
20,123 20,245 
Financing obligations28,332 38,972 
Total current liabilities393,475 470,422 
Deferred revenue and customer deposits1, 12
28,589 19,140 
Operating lease liabilities1, 13
137,209 141,939 
Financing obligations408,384 405,824 
Recourse debt1,121,011 842,006 
Non-recourse debt1, 14
4,347 4,627 
Other long-term liabilities8,479 9,049 
Total liabilities$2,101,494 $1,893,007 
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June 30,December 31,
20242023
Commitments and contingencies
Stockholders’ equity:
Common stock: $0.0001 par value; Class A shares — 600,000,000 shares authorized and 227,556,594 shares and 224,717,533 shares issued and outstanding, and Class B shares — 470,092,742 shares and 600,000,000 shares authorized and no shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively
23 21 
Additional paid-in capital4,413,233 4,370,343 
Accumulated other comprehensive loss(2,301)(1,687)
Accumulated deficit(3,987,702)(3,866,599)
Total equity attributable to common stockholders423,253 502,078 
Noncontrolling interest23,297 18,592 
Total stockholders’ equity$446,550 $520,670 
Total liabilities and stockholders’ equity$2,548,044 $2,413,677 

1 We have a variable interest entity related to a joint venture in the Republic of Korea, which represents a portion of the consolidated balances recorded within these financial statement line items.
2 Including amounts from related parties of $348.2 million and $262.0 million as of June 30, 2024 and December 31, 2023, respectively.
3 Including amounts from related parties of $0.9 million and $6.9 million as of June 30, 2024 and December 31, 2023, respectively.
4 Including amounts from related parties of $0.9 million as of December 31, 2023. There were no amounts from related parties as of June 30, 2024.
5 Including amounts from related parties of $1.3 million and $2.3 million as of June 30, 2024 and December 31, 2023, respectively.
6 Including amounts from related parties of $1.7 million and $2.0 million as of June 30, 2024 and December 31, 2023, respectively.
7 Including amounts from related parties of $9.5 million and $9.1 million as of June 30, 2024 and December 31, 2023, respectively.
8 Including amounts from related parties of $0.1 million as of December 31, 2023. There were no amounts from related parties as of June 30, 2024.
9 Including amounts from related parties of $5.8 million and $3.4 million as of June 30, 2024 and December 31, 2023, respectively.
10 Including amounts from related parties of $8.6 million and $1.7 million as of June 30, 2024 and December 31, 2023, respectively.
11 Including amounts from related parties of $0.4 million and $0.4 million as of June 30, 2024 and December 31, 2023, respectively.
12 Including amounts from related parties of $4.3 million and $6.7 million as of June 30, 2024 and December 31, 2023, respectively.
13 Including amounts from related parties of $1.3 million and $1.6 million as of June 30, 2024 and December 31, 2023, respectively.
14 Including amounts from related parties of $4.3 million and $4.6 million as of June 30, 2024 and December 31, 2023, respectively.
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Condensed Consolidated Statements of Operations (unaudited)
(in thousands, except per share data)
Three Months Ended June 30, 2024
Three Months Ended March 31, 2024
Three Months Ended June 30, 2023
Revenue:
Product$226,308 $153,364 $214,706 
Installation42,733 11,444 24,321 
Service52,531 56,460 42,298 
Electricity14,195 14,030 19,770 
Total revenue1
335,767 235,298 301,095 
Cost of revenue:
Product161,332 115,757 145,146 
Installation44,298 15,353 26,879 
Service52,401 56,506 57,263 
Electricity9,214 9,606 15,457 
Total cost of revenue
267,245 197,222 244,745 
Gross profit
68,522 38,076 56,350 
Operating expenses:
Research and development37,364 35,485 41,493 
Sales and marketing17,901 13,599 26,822 
General and administrative2
36,385 38,009 42,491 
Total operating expenses91,650 87,093 110,806 
Loss from operations
(23,128)(49,017)(54,456)
Interest income6,430 7,531 4,357 
Interest expense3
(15,376)(14,546)(13,953)
Other expense, net4
(985)(1,170)(740)
Loss on extinguishment of debt
(27,182)— (2,873)
(Loss) gain on revaluation of embedded derivatives
(88)158 (1,216)
Loss before income taxes
(60,329)(57,044)(68,881)
Income tax provision (benefit)
856 (501)178 
Net loss
(61,185)(56,543)(69,059)
Less: Net income (loss) attributable to noncontrolling interest
602 981 (2,998)
Net loss attributable to common stockholders
$(61,787)$(57,524)$(66,061)
Net loss per share available to common stockholders, basic and diluted
$(0.27)$(0.25)$(0.32)
Weighted average shares used to compute net loss per share available to common stockholders, basic and diluted227,167 225,587 208,692 
1 Including related party revenue of $86.8 million, $122.2 million and $4.6 million for the three months ended June 30, 2024, March 31, 2024, and June 30, 2023, respectively.
2 Including related party general and administrative expenses of $0.2 million and $0.2 million for the three months ended June 30, 2024, and March 31, 2024, respectively. There were no related party general and administrative expenses for the three months ended June 30, 2023.
3 Including related party interest expense of $0.1 million and $0.1 million for the three months ended June 30, 2024, and March 31, 2024, respectively. There were no related party general and administrative expenses for the three months ended June 30, 2023.
4 Including related party other expense, net of $0.4 million and $0.5 million for the three months ended June 30, 2024, and March 31, 2024, respectively. There were no related party general and administrative expenses for the three months ended June 30, 2023.
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Condensed Consolidated Statement of Cash Flows (unaudited)
(in thousands)
Three Months Ended June 30, 2024Three Months Ended March 31, 2024Three Months Ended June 30, 2023
Cash flows from operating activities:
Net loss
$(61,185)$(56,543)$(69,059)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization13,407 12,518 17,518 
Non-cash lease expense8,980 8,951 8,250 
(Gain) loss on disposal of property, plant and equipment
(13)(2)
Revaluation of derivative contracts88 (158)1,216 
Stock-based compensation expense19,191 18,136 28,102 
Amortization of debt issuance costs
1,603 1,471 1,121 
Loss on extinguishment of debt27,182 — 2,873 
Unrealized foreign currency exchange loss
418 1,136 1,484 
Other(50)(50)— 
Changes in operating assets and liabilities:
Accounts receivable1
(175,657)(7,615)(21,079)
Contract assets2
(56,599)7,578 12,595 
Inventories5,862 (24,965)(69,680)
Deferred cost of revenue3
7,592 (10,183)(13,337)
Prepaid expenses and other assets4
7,537 3,509 6,485 
Other long-term assets5
(1,800)(2,155)3,543 
Operating lease right-of-use assets and operating lease liabilities
(9,216)(8,807)(7,940)
Financing lease liabilities223 97 492 
Accounts payable6
8,206 (33,455)62,729 
Accrued warranty3,191 (10,129)5,450 
Accrued expenses and other liabilities7
19,789 (32,996)(3,442)
Deferred revenue and customer deposits8
6,013 (13,454)(13,658)
Other long-term liabilities(257)(150)(153)
Net cash used in operating activities
(175,495)(147,266)(46,485)
Cash flows from investing activities:
Purchase of property, plant and equipment(12,019)(21,435)(19,576)
Proceeds from sale of property, plant and equipment15 25 
Net cash used in investing activities(12,004)(21,428)(19,551)
Cash flows from financing activities:
Proceeds from issuance of debt9
402,500 — 634,018 
Payment of debt issuance costs
(12,323)— (15,828)
Repayment of debt
(140,990)— (62,960)
Proceeds from financing obligations— 1,334 1,539 
Repayment of financing obligations(5,041)(4,958)(4,462)
Proceeds from issuance of common stock159 6,816 733 
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Three Months Ended June 30, 2024Three Months Ended March 31, 2024Three Months Ended June 30, 2023
Proceeds from issuance of redeemable convertible preferred stock
— — 310,957 
Contributions from noncontrolling interest— 3,958 6,979 
Dividend paid
(1,468)— — 
Purchase of capped calls— — (54,522)
Other— — (158)
Net cash provided by financing activities
242,837 7,150 816,296 
Effect of exchange rate changes on cash, cash equivalent and restricted cash(256)(912)(204)
Net increase (decrease) in cash, cash equivalents, and restricted cash
55,082 (162,456)750,056 
Cash, cash equivalents, and restricted cash:
Beginning of period582,722 745,178 172,488 
End of period$637,804 $582,722 $922,544 
1 Including changes in related party balances of $55.8 million, $30.3 million and $2.6 million for the three months ended June 30, 2024, March 31, 2024, and June 30, 2023, respectively.
2 Including changes in related party balances of $2.7 million and $3.3 million for the three months ended June 30, 2024 and March 31, 2024, respectively. There were no changes in related party balances for the three months ended June 30, 2023.
3 Including changes in related party balances of $0.9 million for the three months ended March 31, 2024. There were no changes in related party balances for the three months ended June 30, 2024, and June 30, 2023.
4 Including changes in related party balances of $0.9 million and $0.1 million for the three months ended June 30, 2024 and March 31, 2024, respectively. There were no changes in related party balances for the three months ended June 30, 2023.
5 Including changes in related party balances of $0.4 million and $0.8 million for the three months ended June 30, 2024 and March 31, 2024, respectively. There were no changes in related party balances for the three months ended June 30, 2023.
6 Including changes in related party balances of $0.1 million for the three months ended March 31, 2024. There were no changes in related party balances for the three months ended June 30, 2024, and June 30, 2023.
7 Including changes in related party balances of $0.3 million and $2.7 million for the three months ended June 30, 2024 and March 31, 2024, respectively. There were no changes in related party balances for the three months ended June 30, 2023.
8 Including changes in related party balances of $3.6 million and $0.8 million for the three months ended June 30, 2024 and March 31, 2024, respectively. There were no changes in related party balances for the three months ended June 30, 2023.
9 Including changes in related party balances of $0.1 million and $0.2 million for the three months ended June 30, 2024 and March 31, 2024, respectively. There were no changes in related party balances for the three months ended June 30, 2023.
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Reconciliation of GAAP to Non-GAAP Financial Measures
(unaudited)
(in thousands, except percentages)

Q2’24Q1’24Q2’23
GAAP revenue335,767 235,298 301,095 
GAAP cost of sales267,245 197,222 244,745 
GAAP gross profit
68,522 38,076 56,350 
Non-GAAP adjustments:
Stock-based compensation expense4,110 3,814 5,067 
Restructuring
116 (663)— 
Other
408 — — 
Non-GAAP gross profit
73,156 41,226 61,417 
GAAP gross margin %20.4 %16.2 %18.7 %
Non-GAAP adjustments1.4 %1.3 %1.7 %
Non-GAAP gross margin %21.8 %17.5 %20.4 %

Q2’24Q1’24Q2’23
GAAP loss from operations
(23,128)(49,017)(54,456)
Non-GAAP adjustments:
Stock-based compensation expense19,423 18,860 28,479 
Restructuring
73 (616)— 
Other
445 37 37 
Non-GAAP loss from operations
(3,188)(30,736)(25,940)
GAAP operating margin %(6.9)%(20.8)%(18.1)%
Non-GAAP adjustments5.9 %7.8 %9.5 %
Non-GAAP operating margin %(0.9)%(13.1)%(8.6)%



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Reconciliation of GAAP Net Loss to non-GAAP Net Loss and Computation of non-GAAP Net Loss per Share (EPS)
(unaudited)
(in thousands, except share data)

Q2’24Q1’24Q2’23
Net loss to Common Stockholders
(61,787)(57,524)(66,061)
Non-GAAP adjustments:
Add back: gain (loss) for non-controlling interests
602 981 (2,998)
Loss (gain) on derivative liabilities
88 (158)1,216 
Loss on extinguishment of debt27,182 — 2,873 
Stock-based compensation expense19,423 18,860 28,479 
Restructuring
73 (616)— 
Other
445 25 37 
Adjusted Net Loss
(13,974)(38,432)(36,454)
Adjusted net loss per share (EPS), Basic and Diluted
$(0.06)$(0.17)$(0.17)
Weighted average shares outstanding attributable to common stockholders, Basic and Diluted
227,167 225,587 208,692 


Reconciliation of GAAP Net Loss to Adjusted EBITDA
(unaudited)
(in thousands)

Q2’24Q1’24Q2’23
Net loss to Common Stockholders
(61,787)(57,524)(66,061)
Add back: gain (loss) for non-controlling interests602 981 (2,998)
Loss (gain) on derivative liabilities
88 (158)1,216 
Loss on extinguishment of debt27,182 — 2,873 
Stock-based compensation expense19,423 18,860 28,479 
Restructuring73 (616)— 
Other445 25 37 
Adjusted Net Loss
(13,974)(38,432)(36,454)
Depreciation & amortization13,407 12,518 17,519 
Income tax provision (benefit)
856 (501)178 
Interest expense, Other expense, net9,930 8,197 10,336 
Adjusted EBITDA10,219 (18,218)(8,421)




11


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Use of non-GAAP financial measures

To supplement Bloom Energy consolidated financial statement information presented on a GAAP basis, Bloom Energy provides financial measures including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP operating loss margin, non-GAAP net loss, non-GAAP basic and diluted loss per share and Adjusted EBITDA. Bloom Energy also provides forecasts of non-GAAP gross margin and non-GAAP operating profit (loss).

These non-GAAP financial measures are not computed in accordance with, or as an alternative to, GAAP in the United States.

The GAAP measure most directly comparable to non-GAAP gross profit is gross profit.
The GAAP measure most directly comparable to non-GAAP gross margin is gross margin.
The GAAP measure most directly comparable to non-GAAP operating loss is operating loss.
The GAAP measure most directly comparable to non-GAAP operating margin is operating margin.
The GAAP measure most directly comparable to non-GAAP net loss is net loss.
The GAAP measure most directly comparable to non-GAAP diluted loss per share is diluted loss per share.
The GAAP measure most directly comparable to Adjusted EBITDA is net loss.

Reconciliations of each of these non-GAAP financial measures to GAAP information are included in the tables above or elsewhere in the materials accompanying this news release.

Use and economic substance of non-GAAP financial measures used by Bloom Energy

Non-GAAP gross profit and non-GAAP gross margin are defined to exclude charges relating to stock-based compensation expense, restructuring (expense reversals) charges, and other charges. Non-GAAP net loss and non-GAAP diluted loss per share consist of net loss or diluted net loss per share excluding charges relating to stock-based compensation expense, gain (loss) for non-controlling interest, loss (gain) on derivatives liabilities, restructuring (expense reversals) charges, loss on extinguishment of debt, and other charges. Adjusted EBITDA is defined as net loss before interest expense, income tax provision (benefit), depreciation and amortization expense, charges relating to stock-based compensation expense, gain (loss) for non-controlling interest, loss (gain) on derivatives liabilities, restructuring (expense reversals) charges, loss on extinguishment of debt, and other charges. Bloom Energy management uses these non-GAAP financial measures for purposes of evaluating Bloom Energy’s historical and prospective financial performance, as well as Bloom Energy’s performance relative to its competitors. Bloom Energy believes that excluding the items mentioned above from these non-GAAP financial measures allows Bloom Energy management to better understand Bloom Energy’s consolidated financial performance as management does not believe that the excluded items are reflective of ongoing operating results. More specifically, Bloom Energy management excludes each of those items mentioned above for the following reasons:

Stock-based compensation expense consists of equity awards granted based on the estimated fair value of those awards at grant date. Although stock-based compensation is a key incentive offered to our employees, Bloom Energy excludes these charges for the purpose of calculating these non-GAAP measures, primarily because they are non-cash expenses and such an exclusion
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facilitates a more meaningful evaluation of Bloom Energy current operating performance and comparisons to Bloom Energy operating performance in other periods.
Gain (loss) for non-controlling interest represents allocation to the non-controlling interests under the hypothetical liquidation at book value (HLBV) method and are associated with our Bloom Energy legacy PPA entities and the joint venture in the Republic of Korea.
Loss (gain) on derivatives liabilities represents non-cash adjustments to the fair value of the embedded derivatives.
Loss on debt extinguishment for the three months ended June 30, 2024, related to the partial repurchase of the 2.5% Green Convertible Senior Notes due August 2025 and comprised of 22.6% premium upon partial repurchase of $26.0 million and $1.2 million of debt issuance cost write-off. Loss on debt extinguishment for the three months ended June 30, 2023, related to the redemption on July 1, 2023 of 10.25% senior secured notes due March 2027 and comprised of 4% premium upon redemption of $2.3 million and $0.6 million of debt issuance cost write-off.
Restructuring charges and reversals, if any, are represented by severance expense, facility closure costs, and others.
Other represents site termination costs of $0.4 million for the three months ended June 30, 2024, immaterial amounts of quarterly amortization of acquired intangible assets, PPA sales property tax, and other gain from termination of a managed service agreement.
Adjusted EBITDA is defined as Adjusted Net Loss before depreciation and amortization expense, provision for income tax, interest expense, other expense, net. We use Adjusted EBITDA to measure the operating performance of our business, excluding specifically identified items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations.

For more information about these non-GAAP financial measures, please see the tables captioned “Reconciliation of GAAP to Non-GAAP Financial Measures,” “Reconciliation of GAAP Loss to non-GAAP Net Loss and Computation of non-GAAP Net Loss per Share (EPS),” and “Reconciliation of GAAP Net Loss to Adjusted EBITDA” set forth in this release, which should be read together with the preceding financial statements prepared in accordance with GAAP.

Material limitations associated with use of non-GAAP financial measures

These non-GAAP financial measures have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of Bloom Energy results as reported under GAAP. Some of the limitations in relying on these non-GAAP financial measures are:

Items such as stock-based compensation expense that is excluded from non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating loss, non-GAAP operating margin, non-GAAP net loss, and non-GAAP diluted loss per share can have a material impact on the equivalent GAAP earnings measure.
Gain (loss) for non-controlling interest and loss (gain) on derivatives liabilities, though not directly affecting Bloom Energy’s cash position, represent the loss (gain) in value of certain assets and liabilities. The expense associated with this loss (gain) in value is excluded from non-GAAP net loss, and non-GAAP diluted loss per share and can have a material impact on the equivalent GAAP earnings measure.
Other companies may calculate non-GAAP gross profit (loss), non-GAAP gross margin, non-GAAP operating profit (loss) (non-GAAP earnings from operations), non-GAAP operating margin, non-GAAP net earnings (loss), non-GAAP diluted earnings (loss) per share and Adjusted
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EBITDA differently than Bloom Energy does, limiting the usefulness of those measures for comparative purposes.

Compensation for limitations associated with use of non-GAAP financial measures

Bloom Energy compensates for the limitations on its use of non-GAAP financial measures by relying primarily on its GAAP results and using non-GAAP financial measures only as a supplement. Bloom Energy also provides a reconciliation of each non-GAAP financial measure to its most directly comparable GAAP measure within this news release and in other written materials that include these non-GAAP financial measures, and Bloom Energy encourages investors to review those reconciliations carefully.

Usefulness of non-GAAP financial measures to investors

Bloom Energy believes that providing financial measures including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, non-GAAP operating margin, non-GAAP net loss, non-GAAP diluted loss per share in addition to the related GAAP measures provides investors with greater transparency to the information used by Bloom Energy management in its financial and operational decision making and allows investors to see Bloom Energy’s results “through the eyes” of management. Bloom Energy further believes that providing this information better enables Bloom Energy investors to understand Bloom Energy’s operating performance and to evaluate the efficacy of the methodology and information used by Bloom Energy management to evaluate and measure such performance. Disclosure of these non-GAAP financial measures also facilitates comparisons of Bloom Energy’s operating performance with the performance of other companies in Bloom Energy’s industry that supplement their GAAP results with non-GAAP financial measures that may be calculated in a similar manner.
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v3.24.2.u1
Cover
Aug. 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 08, 2024
Entity Registrant Name BLOOM ENERGY CORPORATION
Entity File Number 001-38598
Entity Tax Identification Number 77-0565408
Entity Incorporation, State or Country Code DE
Entity Address, Postal Zip Code 95134
Entity Address, State or Province CA
Entity Address, City or Town San Jose,
Entity Address, Address Line One 4353 North First Street,
Local Phone Number 543-1500
City Area Code 408
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.0001 par value
Trading Symbol BE
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001664703

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