8-K
Bloom Energy Corp (BE)
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): November 4, 2021
___________________________________________
BLOOM ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
001-38598
(Commission File Number)
___________________________________________
| Delaware | 77-0565408 | ||
|---|---|---|---|
| (State or other jurisdiction of incorporation) | (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) | |||
| 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(1) | Trading<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| Class A Common Stock, 0.0001 par value | BE | New York Stock Exchange |
| (1) |
All values are in US Dollars.
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 November 4, 2021, Bloom Energy Corporation (the "Company") announced its financial results for the third quarter ended September 30, 2021 and issued a press release, 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 |
|---|---|
| 99.1 | Press release dated November 4, 2021 |
| 104 | Cover 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: | November 4, 2021 | By: | /s/ Gregory Cameron |
| Gregory Cameron | |||
| Executive Vice President and Chief Financial Officer |
Document
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Exhibit 99.1
Bloom Energy Announces Third Quarter 2021 Financial Results
Q3 Revenue of $207.2 million; an increase of 3.5% year-over-year
Q3 GAAP Gross Margin of 17.8%; Non-GAAP Gross Margin of 19.2%
Record number of third quarter acceptances
Successfully launched Bloom Electrolyzer and Hydrogen Energy Server
SAN JOSE, Calif., November 4, 2021 -- Bloom Energy Corporation (NYSE: BE) today announced financial results for its third quarter ended September 30, 2021.
Third Quarter Highlights
•Record acceptances of 353 systems in the third quarter of 2021, an increase of 12.4% versus the third quarter of 2020.
•Revenue of $207.2 million in the third quarter of 2021, an increase of 3.5% compared to revenue of $200.3 million in the third quarter of 2020. Revenue up 11.4% excluding a $14.2 million prior year one-time revenue benefit that did not repeat.
•Launched commercial availability of Bloom Electrolyzer and Hydrogen Energy Server starting in 2022 to establish leadership position in unlocking a net zero emissions future.
•Further buildout of our gigawatt factory in Fremont, California to meet future customer demand is on schedule.
•On October 25, 2021, Bloom Energy and SK ecoplant announced an expansion of their strategic partnership to accelerate hydrogen commercialization.
Commenting on the third quarter, KR Sridhar, founder, chairman, and CEO of Bloom Energy said, “We are excited about our new and enhanced strategic partnership with SK ecoplant, which further validates our technology. It also provides real revenue for the long term and an equity investment in the near term that will enable us to accelerate our growth in our current products and hydrogen electrolyzers around the world. As we look at the challenges of sustainability, resiliency, and cost predictability that our customers face, we are confident that these are not ‘either / or’ choices. They are “and” propositions, which we are best positioned to solve with our fuel cell technology platform.”
Greg Cameron, executive vice president and CFO of Bloom Energy added, “Bloom Energy is executing well in a challenging environment. We achieved record third quarter acceptances, expanded our hydrogen product offering and are continuing to build our manufacturing capacity. Our recently announced expansion of the SK ecoplant partnership provides the capability to accelerate investment in our expanding platform.”
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Exhibit 99.1
Summary of Key Financial Metrics
Preliminary Summary GAAP Profit and Loss Statements
| ($000) | Q321 | Q221 | Q320 |
|---|---|---|---|
| Revenue | 207,228 | 228,470 | 200,305 |
| Cost of Revenue | 170,345 | 191,126 | 144,318 |
| Gross Profit | 36,883 | 37,344 | 55,987 |
| Gross Margin | 17.8% | 16.3% | 28.0% |
| Operating Expenses | 80,772 | 80,055 | 56,359 |
| Operating Loss | (43,889) | (42,711) | (372) |
| Operating Margin | (21.2)% | (18.7)% | (0.2)% |
| Non-operating Expenses1 | 8,481 | 11,152 | 11,582 |
| Net Loss | (52,370) | (53,863) | (11,954) |
| GAAP EPS | (0.30) | (0.31) | (0.09) |
- Non-operating expenses and tax provision and non-controlling interest
Preliminary Summary Non-GAAP Financial Information1
| ($000) | Q321 | Q221 | Q320 |
|---|---|---|---|
| Revenue | 207,228 | 228,470 | 200,305 |
| Cost of Revenue2 | 167,400 | 187,322 | 140,750 |
| Gross Profit2 | 39,828 | 41,148 | 59,555 |
| Gross Margin2 | 19.2% | 18.0% | 29.7% |
| Operating Expenses2 | 62,751 | 64,726 | 44,192 |
| Operating Income (loss) 2 | (22,923) | (23,578) | 15,363 |
| Operating Margin2 | (11.1)% | (10.3)% | 7.7% |
| Adjusted EBITDA3 | (9,777) | (10,947) | 27,673 |
| Adjusted EPS4 | (0.20) | $ (0.23) | (0.04) |
1. Reference pages 10-13 for detailed reconciliation of GAAP to Non-GAAP financial measures
2. Excludes stock-based compensation
3. Adjusted EBITDA is net income (loss) excluding net loss attributable to non-controlling interest, gain (loss) on revaluation of embedded derivatives, fair value adjustment for PPA derivatives, stock-based compensation expense, income tax provision, depreciation and amortization, interest expense and other one-time items
4. Adjusted EPS is net income (loss) excluding net loss attributable to non-controlling interest, gain (loss) on revaluation of embedded derivatives, loss on extinguishment of debt, depreciation and amortization, provision for income tax, interest expense, fair value adjustment for PPA derivatives and stock-based compensation expense using the adjusted Weighted Average Shares Outstanding (WASO) share count
Acceptances
We use acceptances as a key operating metric to measure the volume of our completed Energy Server installation activity from period to period. Acceptance typically occurs upon transfer of control to our customers, which depending on the contract terms is when the system is shipped and delivered to our customers, when the system is shipped and delivered and is physically ready for startup and commissioning, or when the system is shipped and delivered and is turned on and producing power.
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Exhibit 99.1
Balance Sheet Highlights
Bloom Energy’s cash position, including restricted cash, as of September 30, 2021 was $319.9 million, compared to $504.4 million as of September 30, 2020. Unrestricted cash as of September 30, 2021 was $121.9 million, compared to $325.2 million as of September 30, 2020. Bloom ended the third quarter of 2021 with $516.0 million of total debt, a decrease of $3.2 million from the second quarter of 2021. Non-recourse debt as of September 30, 2021 was $216.0 million, compared to $219.2 million as of June 30, 2021.
Conference Call Details
Bloom will host a conference call today, November 4, 2021, 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 +1 (833) 520-0063 and enter the passcode: 6351508. Those calling from outside the United States may dial +1 (236) 714-2197 and enter the same passcode: 6351508. A simultaneous live webcast will also be available under the Investor Relations section on Bloom's 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) 585-8367 or +1 (416) 621-4642 and entering passcode 6351508.
Use of Non-GAAP Financial Measures
This 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 2021 Outlook, Bloom is not able to provide a quantitative reconciliation of non-GAAP gross margin and non-GAAP operating margin measures to the corresponding GAAP measures without unreasonable efforts.
About Bloom Energy
Bloom Energy’s mission is to make clean, reliable energy affordable for everyone in the world. Bloom’s product, the Bloom Energy Server, delivers highly reliable and resilient, always-on electric power that is clean, cost-effective, and ideal for microgrid applications. Bloom’s customers include many Fortune 100 companies and leaders in manufacturing, data centers, healthcare, retail, higher education, utilities, and other industries. For more information, visit www.bloomenergy.com.
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Exhibit 99.1
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 ability to accelerate its growth with its current products and hydrogen electrolyzers around the world; Bloom’s expectations regarding the success of its strategic partnership with SK ecoplant; Bloom’s expectations regarding its fuel cell technology platform; and Bloom’s financial outlook for 2021. 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; 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 Korean market; continued incentives 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; the impact of the COVID-19 pandemic on the global economy and its potential impact on Bloom’s business; the availability of rebates, tax credits and other tax benefits; Bloom’s reliance on tax equity financing arrangements; 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; business and economic conditions and growth trends in commercial and industrial energy markets; global economic conditions and uncertainties in the geopolitical environment; overall electricity generation market; 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 its Quarterly Report on Form 10-Q for the quarter ended on June 30, 2021 as filed with the SEC on August 6, 2021, 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:<br><br>Ed Vallejo<br><br>Bloom Energy<br><br>+1 (267) 370-9717<br><br>Edward.vallejo@bloomenergy.com | Media:<br><br>Jennifer Duffourg<br><br>Bloom Energy<br><br>+1 (480) 341-5464<br><br>jennifer.duffourg@bloomenergy.com |
|---|
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Exhibit 99.1
Condensed Consolidated Balance Sheets (preliminary & unaudited) (in thousands)
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 121,861 | $ | 246,947 |
| Restricted cash | 65,315 | 52,470 | ||
| Accounts receivable | 62,066 | 96,186 | ||
| Contract asset | 27,745 | 3,327 | ||
| Inventories | 182,555 | 142,059 | ||
| Deferred cost of revenue | 33,759 | 41,469 | ||
| Customer financing receivable | 5,693 | 5,428 | ||
| Prepaid expenses and other current assets | 31,946 | 30,718 | ||
| Total current assets | 530,940 | 618,604 | ||
| Property, plant and equipment, net | 615,514 | 600,628 | ||
| Operating lease right-of-use assets | 70,055 | 35,621 | ||
| Customer financing receivable, non-current | 40,981 | 45,268 | ||
| Restricted cash, non-current | 132,725 | 117,293 | ||
| Deferred cost of revenue, non-current | 2,918 | 2,462 | ||
| Other long-term assets | 38,593 | 34,511 | ||
| Total assets | $ | 1,431,726 | $ | 1,454,387 |
| Liabilities, Redeemable Noncontrolling Interest, Stockholders’ (Deficit) Equity and Noncontrolling Interest | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 101,908 | $ | 58,334 |
| Accrued warranty | 7,907 | 10,263 | ||
| Accrued expenses and other current liabilities | 85,877 | 112,004 | ||
| Deferred revenue and customer deposits | 81,894 | 114,286 | ||
| Operating lease liabilities | 6,206 | 7,899 | ||
| Financing obligations | 14,260 | 12,745 | ||
| Recourse debt | 6,034 | — | ||
| Non-recourse debt | 7,782 | 120,846 | ||
| Total current liabilities | 311,868 | 436,377 | ||
| Deferred revenue and customer deposits, non-current | 67,887 | 87,463 | ||
| Operating lease liabilities, non-current | 78,146 | 41,849 | ||
| Financing obligations, non-current | 456,315 | 459,981 | ||
| Recourse debt, non-current | 285,216 | 168,008 | ||
| Non-recourse debt, non-current | 205,164 | 102,045 | ||
| Other long-term liabilities | 26,755 | 17,268 | ||
| Total liabilities | 1,431,351 | 1,312,991 |
`
Exhibit 99.1
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Redeemable noncontrolling interest | 331 | 377 | ||
| Stockholders’ equity (deficit): | ||||
| Common stock | 18 | 17 | ||
| Additional paid-in capital | 3,183,101 | 3,182,753 | ||
| Accumulated other comprehensive loss | (278) | (9) | ||
| Accumulated deficit | (3,229,752) | (3,103,937) | ||
| Total stockholders’ (deficit) equity | (46,911) | 78,824 | ||
| Noncontrolling interest | 46,955 | 62,195 | ||
| Total liabilities, redeemable noncontrolling interest, stockholders' (deficit) equity and noncontrolling interest | $ | 1,431,726 | $ | 1,454,387 |
`
Exhibit 99.1
Condensed Consolidated Statements of Operations (preliminary & unaudited) (in thousands, except per share data)
| Three Months Ended | ||||
|---|---|---|---|---|
| September 30, | ||||
| 2021 | 2020 | |||
| Revenue: | ||||
| Product | $ | 128,550 | $ | 131,076 |
| Installation | 22,172 | 26,603 | ||
| Service | 39,251 | 26,141 | ||
| Electricity | 17,255 | 16,485 | ||
| Total revenue | 207,228 | 200,305 | ||
| Cost of revenue: | ||||
| Product | 93,704 | 72,037 | ||
| Installation | 25,616 | 27,872 | ||
| Service | 39,586 | 33,214 | ||
| Electricity | 11,439 | 11,195 | ||
| Total cost of revenue | 170,345 | 144,318 | ||
| Gross profit | 36,883 | 55,987 | ||
| Operating expenses: | ||||
| Research and development | 27,634 | 19,231 | ||
| Sales and marketing | 20,124 | 11,700 | ||
| General and administrative | 33,014 | 25,428 | ||
| Total operating expenses | 80,772 | 56,359 | ||
| Loss from operations | (43,889) | (372) | ||
| Interest income | 72 | 254 | ||
| Interest expense | (14,514) | (19,902) | ||
| Interest expense - related parties | — | (353) | ||
| Other income (expense), net | 2,011 | (221) | ||
| Gain on extinguishment of debt | — | 1,220 | ||
| (Loss) gain on revaluation of embedded derivatives | (184) | 1,505 | ||
| Loss before income taxes | (56,504) | (17,869) | ||
| Income tax provision | 158 | 7 | ||
| Net loss | (56,662) | (17,876) | ||
| Less: Net loss attributable to noncontrolling interest and redeemable noncontrolling interest | (4,292) | (5,922) | ||
| Net loss to common stockholders | $ | (52,370) | $ | (11,954) |
| Net loss per share to common stockholders, basic and diluted | $ | (0.30) | $ | (0.09) |
| Weighted average shares used to compute net loss per share to common stockholders, basic and diluted | 174,269 | 138,964 |
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Exhibit 99.1
Condensed Consolidated Statement of Cash Flows (preliminary & unaudited) (in thousands)
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, | ||||||
| 2021 | 2020 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (144,864) | $ | (147,496) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 40,079 | 38,888 | ||||
| Non-cash lease expense | 7,161 | 4,419 | ||||
| Write-off of property, plant and equipment, net | — | 36 | ||||
| Impairment of equity method investment | — | 4,236 | ||||
| Revaluation of derivative contracts | 486 | (2,267) | ||||
| Stock-based compensation expense | 57,309 | 57,385 | ||||
| Gain on remeasurement of investment | (1,966) | — | ||||
| Loss on extinguishment of debt | — | 11,785 | ||||
| Amortization of debt issuance costs and premium, net | 2,824 | (195) | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 34,291 | (4,058) | ||||
| Contract assets | (24,418) | (8,596) | ||||
| Inventories | (39,953) | (22,772) | ||||
| Deferred cost of revenue | 7,307 | 1,562 | ||||
| Customer financing receivable | 4,022 | 3,790 | ||||
| Prepaid expenses and other current assets | 236 | (2,647) | ||||
| Other long-term assets | (374) | (3,217) | ||||
| Accounts payable | 37,973 | 8,704 | ||||
| Accrued warranty | (2,357) | (525) | ||||
| Accrued expenses and other current liabilities | (26,178) | 4,932 | ||||
| Operating lease right-of-use assets and operating lease liabilities | (7,593) | (4,467) | ||||
| Deferred revenue and customer deposits | (53,181) | (15,658) | ||||
| Other long-term liabilities | 1,289 | (3,828) | ||||
| Net cash used in operating activities | (107,907) | (79,989) | ||||
| Cash flows from investing activities: | ||||||
| Purchase of property, plant and equipment | (44,625) | (33,066) | ||||
| Net cash acquired from step acquisition | 3,114 | — | ||||
| Net cash used in investing activities | (41,511) | (33,066) |
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Exhibit 99.1
| Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | ||||
| 2021 | 2020 | |||
| Cash flows from financing activities: | ||||
| Proceeds from issuance of debt | — | 300,000 | ||
| Proceeds from issuance of debt to related parties | — | 30,000 | ||
| Repayment of debt | (11,017) | (92,546) | ||
| Repayment of debt - related parties | — | (2,105) | ||
| Debt issuance costs | — | (13,247) | ||
| Proceeds from financing obligations | 7,534 | 14,807 | ||
| Repayment of financing obligations | (10,174) | (7,828) | ||
| Contribution from noncontrolling interest | — | 4,314 | ||
| Distributions to noncontrolling interests and redeemable noncontrolling interests | (5,322) | (6,103) | ||
| Proceeds from issuance of common stock | 72,109 | 12,745 | ||
| Net cash provided by financing activities | 53,130 | 240,037 | ||
| Effect of exchange rate changes on cash, cash equivalent and restricted cash | (521) | — | ||
| Net (decrease) increase in cash, cash equivalents, and restricted cash | (96,809) | 126,982 | ||
| Cash, cash equivalents, and restricted cash: | ||||
| Beginning of period | 416,710 | 377,388 | ||
| End of period | $ | 319,901 | $ | 504,370 |
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Exhibit 99.1
Reconciliation of GAAP to Non-GAAP Financial Measures (preliminary & unaudited) (in thousands)
Gross Profit and Gross Margin to Gross Profit Excluding Stock-Based Compensation and Gross Margin Excluding Stock-Based Compensation
Gross profit and gross margin excluding stock-based compensation (SBC) are supplemental measures of operating performance that do not represent and should not be considered alternatives to gross profit or gross margin, as determined under GAAP. These measures remove the impact of stock-based compensation. We believe that gross profit and gross margin excluding stock-based compensation supplement the GAAP measures and enable us to more effectively evaluate our performance period-over-period. A reconciliation of gross profit and gross margin excluding stock-based compensation to gross profit and gross margin, the most directly comparable GAAP measures, and the computation of gross margin excluding stock-based compensation are as follows:
| Q321 | Q221 | Q320 | |
|---|---|---|---|
| Revenue | 207,228 | 228,470 | 200,305 |
| Gross profit | 36,883 | 37,344 | 55,987 |
| Gross margin % | 17.8% | 16.3% | 28.0% |
| Stock-based compensation - cost of revenue | 2,945 | 3,804 | 3,568 |
| Gross profit excluding SBC | 39,828 | 41,148 | 59,555 |
| Gross margin excluding SBC % | 19.2% | 18.0% | 29.7% |
Cost of Revenue and Operating Expenses to Cost of Revenue and Operating Expenses Excluding Stock-Based Compensation
Cost of revenue and operating expenses excluding stock-based compensation are a supplemental measure of operating performance that does not represent and should not be considered an alternative to cost of revenue and operating expenses, as determined under GAAP. This measure removes the impact of stock-based compensation. We believe that cost of revenue and operating expenses excluding stock-based compensation supplements the GAAP measure and enables us to more effectively evaluate our performance period-over-period. A reconciliation of cost of revenue and operating expenses excluding stock-based compensation to cost of revenue and operating expenses, the most directly comparable GAAP measure, are as follows:
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Exhibit 99.1
| Q321 | Q221 | Q320 | |
|---|---|---|---|
| Cost of revenue | 170,345 | 191,126 | 144,318 |
| Stock-based compensation - cost of revenue | 2,945 | 3,804 | 3,568 |
| Cost of revenue – excluding SBC | 167,400 | 187,322 | 140,750 |
| Q321 | Q221 | Q320 | |
| --- | --- | --- | --- |
| Operating expenses | 80,772 | 80,055 | 56,359 |
| Stock-based compensation - operating expenses | 18,021 | 15,329 | 12,167 |
| Operating expenses – excluding SBC | 62,751 | 64,726 | 44,192 |
Operating Loss to Operating Income (Loss) Excluding Stock-Based Compensation
Operating loss excluding stock-based compensation is a supplemental measure of operating performance that does not represent and should not be considered an alternative to operating loss, as determined under GAAP. This measure removes the impact of stock-based compensation. We believe that operating income (loss) excluding stock-based compensation supplements the GAAP measure and enables us to more effectively evaluate our performance period-over-period. A reconciliation of operating income (loss) excluding stock-based compensation to operating loss, the most directly comparable GAAP measure, and the computation of operating income (loss) excluding stock-based compensation are as follows:
| Q321 | Q221 | Q320 | |
|---|---|---|---|
| Operating loss | (43,889) | (42,711) | (372) |
| Stock-based compensation | 20,966 | 19,133 | 15,735 |
| Operating Income (loss) excluding SBC | (22,923) | (23,578) | 15,363 |
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Exhibit 99.1
Net Loss to Adjusted Net Loss and Computation of Adjusted Net Loss per Share (EPS)
Adjusted net loss and adjusted net loss per share are supplemental measures of operating performance that do not represent and should not be considered alternatives to net loss and net loss per share, as determined under GAAP. These measures remove the impact of the non-controlling interests associated with our legacy PPA entities, the revaluation of derivatives, fair market value adjustment for the PPA derivatives, and stock-based compensation, all of which are non-cash charges. We believe that adjusted net loss and adjusted net loss per share supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period. A reconciliation of adjusted net loss to net loss, the most directly comparable GAAP measure, and the computation of adjusted net loss per share are as follows:
| Q321 | Q221 | Q320 | |
|---|---|---|---|
| Net loss to Common Stockholders | (52,370) | (53,863) | (11,954) |
| Loss on extinguishment of debt | — | — | (1,220) |
| Loss for non-controlling interests1 | (4,292) | (4,558) | (5,922) |
| Loss (gain) on derivatives liabilities2 | 184 | 942 | (1,505) |
| Loss (gain) on the fair value adjustments for certain PPA derivatives3 | (125) | (735) | (726) |
| Stock-based compensation | 20,966 | 19,133 | 15,735 |
| Adjusted Net Loss | (35,637) | (39,081) | (5,592) |
| Net loss to Common Stockholders per share | $ (0.30) | $ (0.31) | $ (0.09) |
| Adjusted net loss per share (EPS) | $ (0.20) | $ (0.23) | $ (0.04) |
| GAAP weighted average shares outstanding attributable to common, Basic and Diluted (thousands) | 174,269 | 172,749 | 138,964 |
| Adjusted weighted average shares outstanding attributable to common, Basic and Diluted (thousands)4 | 174,269 | 172,749 | 138,964 |
1.Represents the profits and losses allocated to the non-controlling interests under the hypothetical liquidation at book value (HLBV) method
2.Represents the adjustments to the fair value of the embedded derivatives associated with the convertible notes and other derivatives
3.Represents the adjustments to the fair value of the derivative forward contract for one PPA entity (our Third PPA company), a wholly owned subsidiary
4.Includes adjustments to reflect assumed conversion of certain convertible promissory notes
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Exhibit 99.1
Net Loss to Adjusted EBITDA
Adjusted EBITDA is a non-GAAP supplemental measure of operating performance that does not represent and should not be considered an alternative to operating loss or cash flow from operations, as determined by GAAP. Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense, non-controlling interest, revaluations, stock-based compensation and depreciation and amortization expense. 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. Adjusted EBITDA may not be comparable to similarly titled measures provided by other companies due to potential differences in methods of calculations. A reconciliation of Adjusted EBITDA to net loss is as follows:
| Q321 | Q221 | Q320 | |
|---|---|---|---|
| Net loss to Common Stockholders | (52,370) | (53,863) | (11,954) |
| Loss on extinguishment of debt | — | — | (1,220) |
| Loss for non-controlling interests1 | (4,292) | (4,558) | (5,922) |
| Loss (gain) on derivatives liabilities2 | 184 | 942 | (1,505) |
| Loss (gain) on the fair value adjustments for certain PPA derivatives3 | (125) | (735) | (726) |
| Stock-based compensation | 20,966 | 19,133 | 15,735 |
| Depreciation & amortization | 13,271 | 13,366 | 13,036 |
| Provision (benefit) for income tax | 158 | 313 | 7 |
| Interest expense (income), Other expense (income), net | 12,431 | 14,455 | 20,222 |
| Adjusted EBITDA | (9,777) | (10,947) | 27,673 |
1.Represents the profits and losses allocated to the non-controlling interests under the hypothetical liquidation at book value (HLBV) method
2.Represents the adjustments to the fair value of the embedded derivatives associated with the convertible notes and other derivatives
3.Represents the adjustments to the fair value of the derivative forward contract for one PPA entity (our Third PPA company)
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