Bloom Energy Corp [BE] Filings

10-Q 1 be-20220630.htm 10-Q be-20220630

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 June 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

________________________________________________________________________

BLOOM ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

________________________________________________________________________


Delaware			77-0565408
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

4353 North First Street, San Jose, California			95134
(Address of principal executive offices)			(Zip Code)

(408) 543-1500
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class(1)	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	BE	New York Stock Exchange
(1) Our Class B Common Stock is not registered but is convertible into shares of Class A Common Stock at the election of the holder.

________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

The number of shares of the registrant’s common stock outstanding as of August 1, 2022 was as follows:

Class A Common Stock, $0.0001 par value, 163,294,503 shares

Class B Common Stock, $0.0001 par value, 15,827,865 shares

Bloom Energy Corporation

Quarterly Report on Form 10-Q for the Three and Six Months Ended June 30, 2022

Table of Contents


			Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (unaudited)			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Comprehensive Loss			5
Condensed Consolidated Statements of Changes in Stockholders' Deficit			6
Condensed Consolidated Statements of Cash Flows			8
Notes to Unaudited Condensed Consolidated Financial Statements			9
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations			30
Item 3 - Quantitative and Qualitative Disclosures About Market Risk			45
Item 4 - Controls and Procedures			45

PART II - OTHER INFORMATION
Item 1 - Legal Proceedings			46
Item 1A - Risk Factors			46
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds			46
Item 3 - Defaults Upon Senior Securities			46
Item 4 - Mine Safety Disclosures			46
Item 5 - Other Information			46
Item 6 - Exhibits			47

Signatures			48

Unless the context otherwise requires, the terms "Company", "we," "us," "our," and "Bloom Energy," each refer to Bloom Energy Corporation and all of its subsidiaries.


Table of Contents
Index to Financial Statements

Part I

ITEM 1 - FINANCIAL STATEMENTS

Bloom Energy Corporation

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)


	June 30,		December 31,
	2022		2021
Assets
Current assets:
Cash and cash equivalents1	$	235,638	$	396,035
Restricted cash1	50,293		92,540

Accounts receivable less allowance for doubtful accounts of $119 as of June 30, 2022 and December 31, 20211	77,972		87,789
Contract assets	33,374		25,201
Inventories	206,707		143,370
Deferred cost of revenue	30,110		25,040
Customer financing receivable1	—		5,784
Prepaid expenses and other current assets1	35,155		30,661
Total current assets	669,249		806,420
Property, plant and equipment, net1	628,759		604,106
Operating lease right-of-use assets	110,362		106,660
Customer financing receivable1	—		39,484
Restricted cash1	128,248		126,539
Deferred cost of revenue	5,310		1,289

Other long-term assets1	38,905		41,073
Total assets	$	1,580,833	$	1,725,571
Liabilities, redeemable convertible preferred stock, redeemable noncontrolling interest and stockholders’ deficit
Current liabilities:
Accounts payable	$	134,020	$	72,967
Accrued warranty	9,319		11,746
Accrued expenses and other current liabilities1	101,204		114,138
Deferred revenue and customer deposits1	93,237		89,975

Operating lease liabilities	12,581		13,101
Financing obligations	16,159		14,721
Recourse debt	12,434		8,348
Non-recourse debt1	14,734		17,483


Total current liabilities	393,688		342,479


Deferred revenue and customer deposits1	76,890		90,310
Operating lease liabilities	118,291		106,187

Financing obligations	447,595		461,900
Recourse debt	278,538		283,483
Non-recourse debt1	183,555		217,416


Other long-term liabilities	18,646		16,772
Total liabilities	1,517,203		1,518,547
Commitments and contingencies (Note 13)
Redeemable convertible preferred stock, Series A: — shares authorized and — shares and no shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.	208,551		208,551
Redeemable noncontrolling interest	—		300
Stockholders’ deficit:

Common stock: $0.0001 par value; Class A shares - 600,000,000 shares authorized and 163,085,510 shares and 160,627,544 shares issued and outstanding and Class B shares - 600,000,000 shares authorized and 15,828,287 shares and 15,832,863 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.	18		18
Additional paid-in capital	3,284,261		3,219,081
Accumulated other comprehensive loss	(1,000)		(350)
Accumulated deficit	(3,460,234)		(3,263,075)
Total deficit attributable to Class A and Class B common stockholders	(176,955)		(44,326)
Noncontrolling interest	32,034		42,499
Total stockholders' deficit	$	(144,921)	$	(1,827)
Total liabilities, redeemable convertible preferred stock, redeemable noncontrolling interest and stockholders' deficit	$	1,580,833	$	1,725,571

1We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio Financings).

The accompanying notes are an integral part of these condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Operations

(in thousands, except share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Revenue:
Product	$	173,625	$	146,867	$	307,172	$	284,797
Installation	12,729		28,879		26,282		31,538
Service	38,426		35,707		73,665		72,124
Electricity	18,456		17,017		37,156		34,018
Total revenue	243,236		228,470		444,275		422,477
Cost of revenue:
Product	129,419		108,891		235,161		196,185
Installation	16,730		36,515		29,503		41,140
Service	41,028		35,565		82,854		71,683
Electricity	58,029		10,155		70,790		21,474
Total cost of revenue	245,206		191,126		418,308		330,482
Gross (loss) profit	(1,970)		37,344		25,967		91,995
Operating expenses:
Research and development	41,614		25,673		76,140		48,968
Sales and marketing	20,475		22,727		41,809		42,679
General and administrative	38,114		31,655		75,850		57,456
Total operating expenses	100,203		80,055		193,799		149,103
Loss from operations	(102,173)		(42,711)		(167,832)		(57,108)
Interest income	196		76		255		150
Interest expense	(13,814)		(14,553)		(27,901)		(29,284)

Loss on extinguishment of debt	(4,233)		—		(4,233)		—
Other (expense) income, net	(1,191)		22		(4,218)		(63)
Gain (loss) on revaluation of embedded derivatives	38		(942)		569		(1,460)
Loss before income taxes	(121,177)		(58,108)		(203,360)		(87,765)
Income tax (benefit) provision	(12)		313		552		437
Net loss	(121,165)		(58,421)		(203,912)		(88,202)
Less: Net loss attributable to noncontrolling interest	(2,365)		(4,536)		(6,453)		(9,424)
Net loss attributable to Class A and Class B common stockholders	$	(118,800)	$	(53,885)	(197,459)		(78,778)
Less: Net loss attributable to redeemable noncontrolling interest	—		(22)		(300)		(26)
Net loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest	$	(118,800)	$	(53,863)	$	(197,159)	$	(78,752)
Net loss per share available to Class A and Class B common stockholders, basic and diluted	$	(0.67)	$	(0.31)	$	(1.11)	$	(0.46)
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic and diluted	178,507		172,749		177,852		171,753

The accompanying notes are an integral part of these condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Net loss	$	(121,165)	$	(58,421)	$	(203,912)	$	(88,202)
Other comprehensive loss, net of taxes:

Change in derivative instruments designated and qualifying as cash flow hedges	—		1,385		—		(3,268)
Foreign currency translation adjustment	(594)		4		(747)		(224)
Other comprehensive loss, net of taxes	(594)		1,389		(747)		(3,492)
Comprehensive loss	(121,759)		(57,032)		(204,659)		(91,694)
Less: Comprehensive loss attributable to noncontrolling interest	(2,462)		(5,919)		(6,550)		(6,265)
Comprehensive loss attributable to Class A and Class B common stockholders	$	(119,297)	$	(51,113)	$	(198,109)	$	(85,429)
Less: Comprehensive loss attributable to redeemable noncontrolling interest	—		(22)		(300)		(26)
Comprehensive loss after portion attributable to redeemable noncontrolling interest and noncontrolling interest	$	(119,297)	$	(51,091)	$	(197,809)	$	(85,403)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Changes in Stockholders' Deficit

(in thousands, except share data) (unaudited)


		Three Months Ended June 30, 2022
	Class A and Class B Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total deficit attributable to Class A and Class B common stockholders		Noncontrolling Interest		Total Stockholders' Deficit
		Shares	Amount
Balances at March 31, 2022		177,995,695	$	18	$	3,251,128	$	(503)	$	(3,341,434)	$	(90,791)	$	36,035	$	(54,756)



Issuance of restricted stock awards		824,702	—		—		—		—		—		—		—

Exercise of stock options		93,400	—		337		—		—		337		—		337

Stock-based compensation		—	—		32,796		—		—		32,796		—		32,796



Distributions and payments to noncontrolling interests		—	—		—		—		—		—		(1,539)		(1,539)


Foreign currency translation adjustment		—	—		—		(497)		—		(497)		(97)		(594)
Net loss1		—	—		—		—		(118,800)		(118,800)		(2,365)		(121,165)
Balances at June 30, 2022		178,913,797	$	18	$	3,284,261	$	(1,000)	$	(3,460,234)	$	(176,955)	$	32,034	$	(144,921)

1There is no net loss attributable to redeemable noncontrolling interest.

Note: There was no redeemable noncontrolling interest as of March 31, 2022 and June 30, 2022.


		Three Months Ended June 30, 2021
	Class A and Class B Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total deficit attributable to Class A and Class B common stockholders		Noncontrolling Interest		Total Stockholders' Deficit
		Shares	Amount
Balances at March 31, 2021		172,099,453	$	17	$	3,129,687	$	(126)	$	(3,123,518)	$	6,060	$	57,986	$	64,046





Issuance of restricted stock awards		811,162	—		—		—		—		—		—		—

Exercise of stock options		491,545	—		7,715		—		—		7,715		—		7,715
Stock-based compensation		—	—		18,515		—		—		18,515		—		18,515

Change in effective portion of interest rate swap agreement		—	—		—		—		—		—		(1,385)		(1,385)
Distributions to noncontrolling interests		—	—		—		—		—		—		(882)		(882)


Foreign currency translation adjustment		—	—		—		2		—		2		2		4
Net loss2		—	—		—		—		(53,863)		(53,863)		(4,536)		(58,399)
Balances at June 30, 2021		173,402,160	$	17	$	3,155,917	$	(124)	$	(3,177,381)	$	(21,571)	$	51,185	$	29,614

2Excludes $22 attributable to redeemable noncontrolling interest.

Note: Beginning redeemable noncontrolling interest of $356 - net loss attributable to redeemable noncontrolling interest of $22 = ending redeemable noncontrolling interest of $334.


		Six Months Ended June 30, 2022
	Class A and Class B Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total deficit attributable to Class A and Class B common stockholders		Noncontrolling Interest		Total Stockholders' Deficit
		Shares	Amount
Balances at December 31, 2021		176,460,407	$	18	$	3,219,081	$	(350)	$	(3,263,075)	$	(44,326)	$	42,499	$	(1,827)



Issuance of restricted stock awards		1,789,639	—		—		—		—		—		—		—
ESPP purchase		420,689	—		5,981		—		—		5,981		—		5,981
Exercise of stock options		243,062	—		1,317		—		—		1,317		—		1,317
Stock-based compensation		—	—		58,382		—		—		58,382		—		58,382


Distributions and payments to noncontrolling interests		—	—		(500)		—		—		(500)		(3,915)		(4,415)


Foreign currency translation adjustment		—	—		—		(650)		—		(650)		(97)		(747)
Net loss3		—	—		—		—		(197,159)		(197,159)		(6,453)		(203,612)
Balances at June 30, 2022		178,913,797	$	18	$	3,284,261	$	(1,000)	$	(3,460,234)	$	(176,955)	$	32,034	$	(144,921)

3Excludes $300 attributable to redeemable noncontrolling interest.

Note: Beginning redeemable noncontrolling interest of $300 - net loss attributable to redeemable noncontrolling interest of $300 = ending redeemable noncontrolling interest of Nil.


		Six Months Ended June 30, 2021
	Class A and Class B Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total deficit attributable to Class A and Class B common stockholders		Noncontrolling Interest		Total Stockholders' Deficit
		Shares	Amount
Balances at December 31, 2020		168,002,726	$	17	$	3,182,753	$	(9)	$	(3,103,937)	$	78,824	$	62,195	$	141,019
Cumulative effect upon adoption of Accounting Standards Update 2020-06		—	—		(126,799)		—		5,308		(121,491)		—		(121,491)




Issuance of restricted stock awards		1,951,664	—		—		—		—		—		—		—
ESPP purchase		977,508	—		4,726		—		—		4,726		—		4,726
Exercise of stock options		2,470,262	—		60,942		—		—		60,942		—		60,942
Stock-based compensation		—	—		34,295		—		—		34,295		—		34,295

Change in effective portion of interest rate swap agreement		—	—		—		—		—		—		3,268		3,268
Distributions and payments to noncontrolling interests		—	—		—		—		—		—		(4,745)		(4,745)


Foreign currency translation adjustment		—	—		—		(115)		—		(115)		(109)		(224)
Net loss4		—	—		—		—		(78,752)		(78,752)		(9,424)		(88,176)
Balances at June 30, 2021		173,402,160	$	17	$	3,155,917	$	(124)	$	(3,177,381)	$	(21,571)	$	51,185	$	29,614

4Excludes $26 attributable to redeemable noncontrolling interest.

Note: Beginning redeemable noncontrolling interest of $377 - distributions to redeemable noncontrolling interest of $17 - net loss attributable to redeemable noncontrolling interest of $26 = ending redeemable noncontrolling interest of $334.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Bloom Energy Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities:
Net loss	$	(203,912)	$	(88,202)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	30,697		26,808
Non-cash lease expense	8,800		4,520
Gain on sale of property, plant and equipment	(523)		—

Write-off of assets related to PPA IIIa	44,800		—




Revaluation of derivative liabilities	1,680		462
Stock-based compensation	57,774		36,343






Loss on extinguishment of debt	4,233		—

Amortization of warrants and debt issuance costs	1,651		1,900
Other	3,487		—
Changes in operating assets and liabilities:
Accounts receivable	9,817		41,718
Contract assets	(8,173)		(15,311)
Inventories	(62,824)		(21,026)
Deferred cost of revenue	(8,995)		4,984
Customer financing receivable	2,510		2,636
Prepaid expenses and other assets	(5,813)		6,246
Operating lease right-of-use assets and operating lease liabilities	2,422		(5,140)
Finance lease liabilities	48		—
Accounts payable	51,982		29,449
Accrued expenses and other liabilities	(18,017)		(17,261)
Deferred revenue and customer deposits	(10,158)		(43,428)
Net cash used in operating activities	(98,514)		(35,302)
Cash flows from investing activities:
Purchase of property, plant and equipment	(44,728)		(34,460)



Net cash used in investing activities	(44,728)		(34,460)
Cash flows from financing activities:


Repayment of debt of PPA IIIa	(30,212)		—
Repayment of debt	(10,729)		(7,838)

Debt make-whole payment related to PPA IIIa debt	(2,413)		—

Proceeds from financing obligations	—		7,123
Repayment of financing obligations	(16,475)		(6,387)
Distributions to redeemable noncontrolling interests	—		(17)
Distributions to noncontrolling interests	(4,415)		(4,745)
Proceeds from issuance of common stock	5,981		65,668
Proceeds from exercise of options	1,317		—





Net cash (used in) provided by financing activities	(56,946)		53,804
Effect of exchange rate changes on cash, cash equivalent and restricted cash	(747)		(224)
Net decrease in cash, cash equivalents and restricted cash	(200,935)		(16,182)
Cash, cash equivalents and restricted cash:
Beginning of period	615,114		416,710
End of period	$	414,179	$	400,528

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	25,938	$	27,219
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	4,387		6,132
Operating cash flows from finance leases	462		259
Cash paid during the period for income taxes	982		185
Non-cash investing and financing activities:

Transfer of customer financing receivable to property, plant and equipment, net	$	42,758	$	—
Increase in recourse debt, non-current upon adoption of ASU 2020-06, net	$	—	$	121,491
Liabilities recorded for property, plant and equipment, net	15,988		11

Recognition of operating lease right-of-use asset during the year-to-date period	11,192		40,762
Recognition of finance lease right-of-use asset during the year-to-date period	—		1,335

Bloom Energy Corp [BE] Filings
10-Q	[2022-08-09]
10-Q	[2022-05-06]
10-K	[2022-02-25]
10-Q	[2021-11-05]
10-Q	[2021-08-06]
10-Q	[2021-05-06]
10-K	[2021-02-26]
10-Q	[2020-11-06]
10-Q	[2020-08-04]
10-Q	[2020-05-11]
10-K	[2020-03-31]
10-Q	[2019-11-14]
10-Q	[2019-08-14]
10-Q	[2019-05-14]
10-K	[2019-03-22]
10-Q	[2018-11-13]
10-Q	[2018-09-07]
S-1	[2018-06-12]