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 8, 2023
___________________________________________
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 | 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 |
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 8, 2023, Bloom Energy Corporation (the “Company”) announced its financial results for the third quarter ended September 30, 2023 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 |
|---|---|
| 99.1 | Press release dated November 8, 2023 |
| 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 8, 2023 | By: | /s/ Gregory Cameron |
| Gregory Cameron | |||
| President and Chief Financial Officer |
Document
Bloom Energy Reports Record Revenue in Third Quarter 2023 Financial Results
SAN JOSE, Calif., November 8, 2023 - Bloom Energy Corporation (NYSE: BE) reported today its total revenue for the third quarter ended September 30, 2023 grew 37% compared with the third quarter of 2022. The record revenue for the quarter was driven by continued growth in Product and Service revenue.
Third Quarter Highlights
•Revenue of $400.3 million in the third quarter of 2023, an increase of 36.9% compared to $292.3 million in the third quarter of 2022. Product and Service revenue of $352.5 million in the third quarter of 2023, an increase of 40.7% compared to $250.6 million in the third quarter of 2022.
•Gross margin of (1.3)% in the third quarter of 2023, a decrease of 18.7 percentage points compared to 17.4% in the third quarter of 2022.
•Non-GAAP gross margin of 31.6% in the third quarter of 2023, an increase of 12.4 percentage points compared to 19.1% in the third quarter of 2022.
•Operating loss of $103.7 million in the third quarter of 2023, a decrease of $51.1 million compared to $52.6 million in the third quarter of 2022.
•Non-GAAP operating profit of $51.8 million in the third quarter of 2023, an improvement of $80.3 million compared to a non-GAAP operating loss of $28.5 million in the third quarter of 2022.
“Bloom Energy is executing at a high level on innovation and growth,” said KR Sridhar, Chairman and CEO of Bloom Energy. “AI adoption across all sectors of our society will become a forcing function for data centers to adopt Bloom energy servers as a quickly deployable primary power solution. The ability to quickly deploy our energy servers together with our CHP solution for data center cooling and carbon capture for sustainability creates a real competitive advantage over virtually all alternatives in the marketplace. We are excited with our results and future prospects.”
Greg Cameron, President and CFO of Bloom Energy, added, “We had a very strong third quarter and are executing across our company. We achieved record third quarter revenues with expanding margins. We have made significant progress on reducing our costs as we continue to invest and innovate for our future. We are well positioned to meet our 2023 goals.”
Summary of Key Financial Metrics
Preliminary Summary of GAAP Profit and Loss Statements
| ($000), except EPS data | Q3’23 | Q2’23 | Q3’22 | Q3’23 YTD | Q3’22 YTD | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 400,268 | 301,095 | 292,274 | 976,554 | 736,549 | ||||||||||
| Cost of Revenue | 405,482 | 244,745 | 241,330 | 871,151 | 659,638 | ||||||||||
| Gross (Loss) Profit | (5,214) | 56,350 | 50,944 | 105,403 | 76,911 | ||||||||||
| Gross Margin | (1.3) | % | 18.7 | % | 17.4 | % | 10.8 | % | 10.4 | % | |||||
| Operating Expenses | 98,494 | 110,806 | 103,536 | 327,248 | 297,335 | ||||||||||
| Operating Loss | (103,708) | (54,456) | (52,592) | (221,845) | (220,424) | ||||||||||
| Operating Margin | (25.9)% | (18.1)% | (18.0)% | (22.7)% | (29.9)% | ||||||||||
| Non-operating Expenses | 65,291 | 11,607 | 4,485 | 84,782 | 33,812 | ||||||||||
| Net Loss to Common Stockholders | (168,999) | (66,061) | (57,077) | (306,627) | (254,236) | ||||||||||
| GAAP EPS, Basic and Diluted | $ | (0.80) | $ | (0.32) | $ | (0.31) | $ | (1.47) | $ | (1.41) |
Preliminary Summary of Non-GAAP Financial Information1
| ($000), except EPS data | Q3’23 | Q2’23 | Q3’22 | Q3’23 YTD | Q3’22 YTD | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 400,268 | 301,095 | 292,274 | 976,554 | 736,549 | |||||
| Cost of Revenue | 273,888 | 239,678 | 236,349 | 730,329 | 556,430 | |||||
| Gross Profit | 126,380 | 61,418 | 55,925 | 246,225 | 180,119 | |||||
| Gross Margin | 31.6% | 20.4% | 19.1% | 25.2% | 24.5% | |||||
| Operating Expenses | 74,580 | 87,357 | 84,449 | 254,457 | 272,620 | |||||
| Operating Income (Loss) | 51,800 | (25,940) | (28,524) | (8,232) | (92,501) | |||||
| Operating Margin | 12.9% | (8.6)% | (9.8)% | (0.8)% | (12.6)% | |||||
| Adjusted EBITDA | 66,415 | (8,421) | (13,076) | 42,051 | (46,320) | |||||
| Basic EPS | $ | 0.20 | $ | (0.17) | $ | (0.20) | $ | (0.19) | $ | (0.72) |
| Diluted EPS | $ | 0.15 | $ | (0.17) | $ | (0.20) | $ | (0.19) | $ | (0.72) |
1.A detailed reconciliation of GAAP to Non-GAAP financial measures is provided at the end of this press release
Outlook
Bloom reaffirms outlook for the full-year 2023:
•Revenue, billion: $1.4 - $1.5
•Product & Service Revenue, billion: $1.25 - $1.35
•Non-GAAP Gross Margin: ~25%
•Non-GAAP Operating Margin: Positive
Conference Call Details
Bloom will host a conference call today, November 8, 2023, 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) 330-2443 and toll-dial-in-number +1 (240) 789-2728. The conference ID is 4781037. 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 or +1 (647) 362 9199 and entering passcode 4781037.
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 2023 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 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.
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 2023 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; 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; Bloom’s ability to secure partners in order to commercialize its electrolyzer and carbon capture products; supply constraints; the availability of rebates, tax credits and other tax benefits; changes in the regulatory landscape; 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 macroeconomic conditions, including rising interest rates, recession fears and inflationary pressures, or geopolitical events or conflicts; 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 our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 21, 2023 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, as filed with the SEC on May 9, 2023, August 3, 2023, and November 8, 2023, 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:<br><br>Ed Vallejo<br><br>Bloom Energy<br><br>+1 (267) 370-9717 | Media:<br><br>Amanda Song<br><br>Bloom Energy<br><br>press@bloomenergy.com |
|---|
Condensed Consolidated Balance Sheets
(preliminary & unaudited)
(in thousands, except share data)
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents1 | $ | 557,384 | $ | 348,498 |
| Restricted cash1 | 42,614 | 51,515 | ||
| Accounts receivable less allowance for doubtful accounts of $119 as of September 30, 2023 and December 31, 20221, 2 | 334,495 | 250,995 | ||
| Contract assets3 | 143,875 | 46,727 | ||
| Inventories1 | 475,649 | 268,394 | ||
| Deferred cost of revenue4 | 62,212 | 46,191 | ||
| Prepaid expenses and other current assets1 | 66,243 | 43,643 | ||
| Total current assets | 1,682,472 | 1,055,963 | ||
| Property, plant and equipment, net1 | 490,535 | 600,414 | ||
| Operating lease right-of-use assets1 | 127,973 | 126,955 | ||
| Restricted cash1 | 37,698 | 118,353 | ||
| Deferred cost of revenue | 4,286 | 4,737 | ||
| Other long-term assets1 | 33,208 | 40,205 | ||
| Total assets | $ | 2,376,172 | $ | 1,946,627 |
| Liabilities and stockholders’ equity | ||||
| Current liabilities: | ||||
| Accounts payable1 | $ | 153,793 | $ | 161,770 |
| Accrued warranty | 16,537 | 17,332 | ||
| Accrued expenses and other current liabilities1, 5 | 116,480 | 144,183 | ||
| Deferred revenue and customer deposits1, 6 | 119,157 | 159,048 | ||
| Operating lease liabilities1 | 16,666 | 16,227 | ||
| Financing obligations | 39,093 | 17,363 | ||
| Recourse debt | — | 12,716 | ||
| Non-recourse debt1 | — | 13,307 | ||
| Total current liabilities | 461,726 | 541,946 | ||
| Deferred revenue and customer deposits1 | 14,499 | 56,392 | ||
| Operating lease liabilities1 | 133,602 | 132,363 | ||
| Financing obligations | 410,365 | 442,063 | ||
| Recourse debt | 840,492 | 273,076 | ||
| Non-recourse debt1 | 1,483 | 112,480 | ||
| Other long-term liabilities | 8,805 | 9,491 | ||
| Total liabilities | $ | 1,870,972 | $ | 1,567,811 |
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Commitments and contingencies | ||||
| Stockholders’ equity: | ||||
| Common stock: $0.0001 par value; Class A shares - 600,000,000 shares authorized and 223,860,870 shares and 189,864,722 shares issued and outstanding and Class B shares - 600,000,000 shares authorized and 0 shares and 15,799,968 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 21 | 20 | ||
| Additional paid-in capital | 4,360,080 | 3,906,491 | ||
| Accumulated other comprehensive loss | (2,378) | (1,251) | ||
| Accumulated deficit | (3,871,110) | (3,564,483) | ||
| Total equity attributable to common stockholders | 486,613 | 340,777 | ||
| Noncontrolling interest | 18,587 | 38,039 | ||
| Total stockholders’ equity | $ | 505,200 | $ | 378,816 |
| Total liabilities and stockholders’ equity | $ | 2,376,172 | $ | 1,946,627 |
1 We have a variable interest entity related to PPA V and a joint venture in the Republic of Korea, which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V entity as a result of the PPA V Repowering of Energy Servers, as such the consolidated balances recorded within these financial statement line items as of September 30, 2023 exclude PPA V balances.
2 Including amounts from related parties of $247.9 million and $4.3 million as of September 30, 2023 and December 31, 2022, respectively.
3 Including amounts from related parties of $3.4 million as of September 30, 2023. There was no respective related party amounts as of December 31, 2022.
4 Including amounts from related parties of $23.4 million as of September 30, 2023. There was no respective related party amounts as of December 31, 2022.
5 Including amounts from related parties of $5.7 million as of September 30, 2023. There was no respective related party amounts as of December 31, 2022.
6 Including amounts from related parties of $11.1 million as of September 30, 2023. There was no respective related party amounts as of December 31, 2022.
Condensed Consolidated Statements of Operations
(preliminary & unaudited)
(in thousands, except net loss per share data)
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Revenue: | ||||||||
| Product | $ | 304,976 | $ | 213,243 | $ | 713,427 | $ | 520,415 |
| Installation | 21,916 | 22,682 | 66,762 | 48,964 | ||||
| Service | 47,535 | 37,347 | 130,496 | 111,012 | ||||
| Electricity | 25,841 | 19,002 | 65,869 | 56,158 | ||||
| Total revenue1 | 400,268 | 292,274 | 976,554 | 736,549 | ||||
| Cost of revenue: | ||||||||
| Product | 182,832 | 158,176 | 457,591 | 393,337 | ||||
| Installation | 25,902 | 28,333 | 77,881 | 57,836 | ||||
| Service | 57,370 | 41,792 | 165,877 | 124,646 | ||||
| Electricity | 139,378 | 13,029 | 169,802 | 83,819 | ||||
| Total cost of revenue | 405,482 | 241,330 | 871,151 | 659,638 | ||||
| Gross (loss) profit | (5,214) | 50,944 | 105,403 | 76,911 | ||||
| Operating expenses: | ||||||||
| Research and development | 35,126 | 36,146 | 122,309 | 112,286 | ||||
| Sales and marketing | 20,002 | 23,275 | 73,935 | 65,084 | ||||
| General and administrative | 43,366 | 44,115 | 131,004 | 119,965 | ||||
| Total operating expenses | 98,494 | 103,536 | 327,248 | 297,335 | ||||
| Loss from operations | (103,708) | (52,592) | (221,845) | (220,424) | ||||
| Interest income | 7,419 | 1,109 | 13,771 | 1,364 | ||||
| Interest expense | (68,037) | (13,099) | (93,736) | (41,000) | ||||
| Other (expense) income, net | (1,577) | 4,472 | (3,660) | 254 | ||||
| Loss on extinguishment of debt | (1,415) | — | (4,288) | (4,233) | ||||
| (Loss) gain on revaluation of embedded derivatives | (114) | 54 | (1,213) | 623 | ||||
| Loss before income taxes | (167,432) | (60,056) | (310,971) | (263,416) | ||||
| Income tax provision | 646 | 336 | 1,083 | 888 | ||||
| Net loss | (168,078) | (60,392) | (312,054) | (264,304) | ||||
| Less: Net gain (loss) attributable to noncontrolling interest | 921 | (3,315) | (5,427) | (9,768) | ||||
| Net loss attributable to common stockholders | (168,999) | (57,077) | (306,627) | (254,536) | ||||
| Less: Net loss attributable to redeemable noncontrolling interest | — | — | — | (300) | ||||
| Net loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest | $ | (168,999) | $ | (57,077) | $ | (306,627) | $ | (254,236) |
| Net loss per share available to common stockholders, basic and diluted | $ | (0.80) | $ | (0.31) | $ | (1.47) | $ | (1.41) |
| Weighted average shares used to compute net loss per share available to common stockholders, basic and diluted | 210,930 | 186,487 | 208,798 | 180,762 |
1 Including related party revenue of $125.7 million and $361.0 million for the three and nine months ended September 30, 2023, respectively, and $12.5 million and $30.2 million for the three and nine months ended September 30, 2022, respectively.
Condensed Consolidated Statement of Cash Flows
(preliminary & unaudited)
(in thousands)
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (168,078) | $ | (60,392) | $ | (312,054) | $ | (264,304) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 14,615 | 15,485 | 50,283 | 46,182 | ||||
| Non-cash lease expense | 8,356 | 9,353 | 24,540 | 18,153 | ||||
| (Loss) gain on disposal of property, plant and equipment | (19) | — | 177 | (523) | ||||
| Revaluation of derivative contracts | 114 | (11,320) | 1,213 | (9,640) | ||||
| Impairment of assets related to PPA V and PPA IIIa | 130,111 | — | 130,111 | 44,800 | ||||
| Derecognition of loan commitment asset related to SK ecoplant Second Tranche Closing | 52,792 | — | 52,792 | — | ||||
| Stock-based compensation | 21,315 | 23,686 | 77,160 | 81,460 | ||||
| Amortization of warrants and debt issuance costs | 1,514 | 704 | 3,300 | 2,355 | ||||
| Loss on extinguishment of debt | 1,415 | — | 4,288 | 4,233 | ||||
| Unrealized foreign currency exchange loss | 1,517 | 810 | 3,029 | 3,086 | ||||
| Other | — | — | — | 3,487 | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable1 | 16,100 | 6,820 | (83,851) | 15,758 | ||||
| Contract assets2 | (108,692) | 7,606 | (97,148) | (567) | ||||
| Inventories | (8,969) | (47,973) | (206,315) | (110,797) | ||||
| Deferred cost of revenue3 | (8,370) | 139 | (15,914) | (8,856) | ||||
| Customer financing receivable | — | — | — | 2,510 | ||||
| Prepaid expenses and other current assets | (22,807) | (9,953) | (20,849) | (15,766) | ||||
| Other long-term assets | 10,219 | (730) | 13,634 | (730) | ||||
| Operating lease right-of-use assets and operating lease liabilities | (8,432) | (260) | (23,879) | 2,162 | ||||
| Finance lease liabilities | 171 | 451 | 907 | 499 | ||||
| Accounts payable | (41,589) | (11,943) | (5,695) | 38,642 | ||||
| Accrued warranty | 1,631 | 1,597 | (795) | 1,597 | ||||
| Accrued expenses and other current liabilities4 | 4,782 | 18,519 | (30,937) | 502 | ||||
| Deferred revenue and customer deposits5 | (30,275) | (2,558) | (57,041) | (12,716) | ||||
| Other long-term liabilities | (590) | (9,980) | (1,320) | (9,980) | ||||
| Net cash used in operating activities | (133,169) | (69,939) | (494,364) | (168,453) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | (21,335) | (36,179) | (67,485) | (80,907) | ||||
| Proceeds from sale of property, plant and equipment | (22) | — | 3 | — | ||||
| Net cash used in investing activities | (21,357) | (36,179) | (67,482) | (80,907) |
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Cash flows from financing activities: | ||||
| Proceeds from issuance of debt | (35) | — | 633,983 | — |
| Payment of debt issuance costs | (3,711) | — | (19,539) | — |
| Repayment of debt of PPA V and PPA IIIa | (118,538) | — | (118,538) | (30,212) |
| Debt make-whole payment related to PPA IIIa debt | — | — | — | (2,413) |
| Repayment of recourse debt | — | (6,533) | (72,852) | (17,262) |
| Proceeds from financing obligations | — | — | 2,702 | — |
| Repayment of financing obligations | (4,747) | (12,346) | (13,475) | (28,821) |
| Distributions and payments to noncontrolling interests | (2,265) | (1,557) | (2,265) | (5,972) |
| Proceeds from issuance of common stock | 6,745 | 7,852 | 16,003 | 15,150 |
| Proceeds from public share offering | — | 385,396 | — | 385,396 |
| Public share offering costs | — | (13,407) | — | (13,407) |
| Buyout of noncontrolling interest | (6,864) | — | (6,864) | — |
| Proceeds from issuance of Series B redeemable convertible preferred stock | — | — | 310,957 | — |
| Contributions from noncontrolling interest | — | 2,815 | 6,979 | 2,815 |
| Purchase of capped call related to convertible notes | — | — | (54,522) | — |
| Other | (250) | (63) | (408) | (63) |
| Net cash (used in) provided by financing activities | (129,665) | 362,157 | 682,161 | 305,211 |
| Effect of exchange rate changes on cash, cash equivalent and restricted cash | (657) | (896) | (985) | (1,643) |
| Net (decrease) increase in cash, cash equivalents and restricted cash | (284,848) | 255,143 | 119,330 | 54,208 |
| Cash, cash equivalents and restricted cash: | ||||
| Beginning of period | 922,544 | 414,179 | 518,366 | 615,114 |
| End of period | 637,696 | 669,322 | 637,696 | 669,322 |
1 Including changes in related party balances of $241.9 million and $6.8 million for the three months ended September 30, 2023 and 2022, respectively, and $243.6 million and $8.2 million for the nine months ended September 30, 2023 and 2022, respectively.
2 Including changes in related party balances of $3.4 million for the three and nine months ended September 30, 2023. There were no associated related party balances for the three and nine months ended September 30, 2022.
3 Including changes in related party balances of $23.4 million for the three and nine months ended September 30, 2023. There were no associated related party balances for the three and nine months ended September 30, 2022.
4 Including changes in related party balances of $5.7 million for the three and nine months ended September 30, 2023. There were no associated related party balances for the three and nine months ended September 30, 2022.
5 Including changes in related party balances of $11.1 million for the three and nine months ended September 30, 2023. There were no associated related party balances for the three and nine months ended September 30, 2022.
Reconciliation of GAAP to Non-GAAP Financial Measures
(preliminary & unaudited)
(in thousands, except percentages)
| Q3’23 | Q2’23 | Q3’22 | Q3’23 YTD | Q3’22 YTD | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| GAAP revenue | 400,268 | 301,095 | 292,274 | 976,554 | 736,549 | |||||
| GAAP cost of sales | 405,482 | 244,745 | 241,330 | 871,151 | 659,638 | |||||
| GAAP gross (loss) profit | (5,214) | 56,350 | 50,944 | 105,403 | 76,911 | |||||
| Non-GAAP adjustments: | ||||||||||
| Stock-based compensation expense | 5,581 | 5,067 | 4,981 | 14,809 | 13,608 | |||||
| Impairment charge (PPA V, PPA IIIa) | 123,700 | — | — | 123,700 | 44,800 | |||||
| Restructuring charges | 725 | — | — | 725 | — | |||||
| PPA V Sales property tax | 1,588 | — | — | 1,588 | — | |||||
| Non-GAAP gross profit | 126,380 | 61,417 | 55,925 | 246,225 | 135,319 | |||||
| GAAP gross margin % | (1.3) | % | 18.7 | % | 17.4 | % | 10.8 | % | 10.4 | % |
| Non-GAAP adjustments | 32.9 | % | 1.7 | % | 1.7 | % | 14.4 | % | 7.9 | % |
| Non-GAAP gross margin % | 31.6 | % | 20.4 | % | 19.1 | % | 25.2 | % | 18.4 | % |
| Q3’23 | Q2’23 | Q3’22 | Q3’23 YTD | Q3’22 YTD | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| GAAP loss from operations | (103,708) | (54,456) | (52,592) | (221,845) | (220,424) | |||||
| Non-GAAP adjustments: | ||||||||||
| Stock-based compensation expense | 21,564 | 28,479 | 24,031 | 79,596 | 82,938 | |||||
| Impairment charge (PPA V, PPA IIIa) | 130,088 | — | — | 130,088 | 44,800 | |||||
| PPA V Sales property tax | 1,588 | — | — | 1,588 | — | |||||
| Restructuring charges | 2,226 | — | — | 2,226 | — | |||||
| Amortization of acquired intangible assets | 42 | 37 | 37 | 115 | 185 | |||||
| Non-GAAP profit (loss) from operations | 51,800 | (25,940) | (28,524) | (8,232) | (92,501) | |||||
| GAAP operating margin % | (25.9) | % | (18.1) | % | (18.0) | % | (22.7) | % | (29.9) | % |
| Non-GAAP adjustments | 38.8 | % | 9.5 | % | 8.2 | % | 21.9 | % | 17.4 | % |
| Non-GAAP operating margin % | 12.9 | % | (8.6) | % | (9.8) | % | (0.8) | % | (12.6) | % |
Reconciliation of GAAP Net Loss to non-GAAP Net Profit (Loss) and Computation of non-GAAP Net Profit (Loss) per Share (EPS)
(preliminary & unaudited)
(in thousands, except share data)
| Q3’23 | Q2’23 | Q3’22 | Q3’23 YTD | Q3’22 YTD | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net loss to Common Stockholders | (168,999) | (66,061) | (57,077) | (306,627) | (254,236) | |||||
| Non-GAAP adjustments: | ||||||||||
| Add back: Gain (loss) for non-controlling interests | 921 | (2,998) | (3,315) | (5,427) | (10,068) | |||||
| Loss (gain) on derivative liabilities | 114 | 1,216 | (54) | 1,213 | (623) | |||||
| Impairment charge (PPA V, PPA IIIa and Goodwill) | 130,088 | — | — | 130,088 | 46,757 | |||||
| Loss on China JV investment | — | — | — | — | 1,446 | |||||
| Loss on extinguishment of debt | 1,415 | 2,873 | — | 4,288 | 4,233 | |||||
| Amortization of acquired intangible assets | 42 | 37 | 37 | 115 | 185 | |||||
| Restructuring charges | 2,226 | — | — | 2,226 | — | |||||
| PPA V Sales property tax | 1,588 | — | — | 1,588 | — | |||||
| Stock-based compensation expense | 21,564 | 28,479 | 24,031 | 79,596 | 82,938 | |||||
| Interest expense on SK loan commitment | 52,792 | — | — | 52,792 | — | |||||
| Adjusted Net Profit (Loss) | 41,751 | (36,454) | (36,378) | (40,148) | (129,368) | |||||
| Adjusted net profit (loss) per share (EPS), Basic | $ | 0.20 | $ | (0.17) | $ | (0.20) | $ | (0.19) | $ | (0.72) |
| Adjusted net profit (loss) per share (EPS), Diluted | $ | 0.15 | $ | (0.17) | $ | (0.20) | $ | (0.19) | $ | (0.72) |
| Weighted average shares outstanding attributable to common, Basic | 210,930 | 208,692 | 186,487 | 208,798 | 180,762 | |||||
| Weighted-average shares outstanding attributable to common, Diluted | 274,337 | 208,692 | 186,487 | 208,798 | 180,762 |
Reconciliation of GAAP Net Loss to Adjusted EBITDA
(preliminary & unaudited)
(in thousands)
| Q3’23 | Q2’23 | Q3’22 | Q3’23 YTD | Q3’22 YTD | |
|---|---|---|---|---|---|
| Net loss to Common Stockholders | (168,999) | (66,061) | (57,077) | (306,627) | (254,236) |
| Add back: (Gain) loss for non-controlling interests | 921 | (2,998) | (3,315) | (5,427) | (10,068) |
| Loss (gain) on derivative liabilities | 114 | 1,216 | (54) | 1,213 | (623) |
| Impairment charge (PPA V, PPA IIIa and Goodwill) | 130,088 | — | — | 130,088 | 46,757 |
| Loss on China JV investment | — | — | — | — | 1,446 |
| Loss on extinguishment of debt | 1,415 | 2,873 | — | 4,288 | 4,233 |
| Stock-based compensation expense | 21,564 | 28,479 | 24,031 | 79,596 | 82,938 |
| Restructuring charges | 2,226 | — | — | 2,226 | — |
| PPA V Sales property tax | 1,588 | — | — | 1,588 | — |
| Amortization of acquired intangible assets | 42 | 37 | 37 | 115 | 185 |
| Interest expense on SK loan commitment | 52,792 | — | — | 52,792 | — |
| Adjusted Net Profit (Loss) | 41,751 | (36,454) | (36,378) | (40,148) | (129,368) |
| Depreciation & amortization | 14,615 | 17,519 | 15,485 | 50,283 | 46,182 |
| Income tax provision | 646 | 178 | 336 | 1,083 | 888 |
| Interest expense (income), Other expense (income), net | 9,403 | 10,336 | 7,518 | 30,833 | 35,978 |
| Adjusted EBITDA | 66,415 | (8,421) | (13,076) | 42,051 | (46,320) |
Use of non-GAAP financial measures
To supplement Bloom Energy condensed consolidated financial statement information presented on a GAAP basis, Bloom Energy provides financial measures including non-GAAP gross profit (loss), non-GAAP gross margin, non-GAAP operating profit (loss) (non-GAAP earnings from operations), non-GAAP operating profit (loss) margin, non-GAAP net earnings, non-GAAP basic and diluted earnings per share and Adjusted EBITDA. Bloom Energy also provides forecasts of non-GAAP gross margin and non-GAAP operating margin.
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 (loss) is gross profit (loss).
•The GAAP measure most directly comparable to non-GAAP gross margin is gross margin.
•The GAAP measure most directly comparable to non-GAAP operating profit (loss) (non-GAAP earnings from operations) is operating profit (loss) (earnings from operations).
•The GAAP measure most directly comparable to non-GAAP operating margin is operating margin.
•The GAAP measure most directly comparable to non-GAAP net earnings is net earnings.
•The GAAP measure most directly comparable to non-GAAP diluted earnings per share is diluted earnings per share.
•The GAAP measure most directly comparable to Adjusted EBITDA is net earnings.
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 (loss) and non-GAAP gross margin are defined to exclude charges relating to stock-based compensation expense, PPA V and PPA IIIa repowering related impairment charges, restructuring charges, and PPA V Sales property tax. Non-GAAP net earnings and non-GAAP diluted earnings per share consist of net earnings or diluted net earnings per share excluding charges relating to stock-based compensation expense, gain (loss) for non-controlling interest, loss (gain) on derivatives liabilities, PPA V and PPA IIIa repowering related impairment charges, goodwill impairment, interest expense on SK loan commitment, restructuring charges, PPA V Sales property tax, loss on debt extinguishment, loss on China JV investment and the amortization of acquired intangible assets. Adjusted EBITDA is defined as net profit (loss) before interest expense, provision for income tax, depreciation and amortization expense, charges relating to stock-based compensation expense, gain (loss) for non-controlling interest, loss (gain) on derivatives liabilities, PPA V and PPA IIIa repowering related impairment charges, goodwill impairment, interest expense on SK loan commitment, restructuring charges, PPA V Sales property tax, loss on debt extinguishment, loss on China JV investment and the amortization of acquired intangible assets. 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 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.
•PPA V repowering related impairment charge represents non-cash impairment charge on old server units decommissioned upon repowering of $123.7 million and non-cash impairment charge on non-recoverable production insurance of $6.4 million.
•PPA IIIa repowering related impairment charge represents non-cash impairment charges on old server units decommissioned upon repowering of $44.8 million.
•Goodwill impairment related to the acquisition of BE Japan in Q2 2021.
•Interest expense on SK loan commitment recognized as a result of automatic conversion of 13.5 million shares of our Series B redeemable convertible preferred stock to shares of our Class A common stock.
•Restructuring charges represented by severance expense recorded in the third quarter of 2023.
•PPA V Sales property tax related to PPA V repowering of old server units.
•Loss on debt extinguishment related to PPA V and PPA IIIa repowering.
•Loss on China JV investment upon sale of our equity interest.
•Amortization of acquired intangible assets.
•Adjusted EBITDA is defined as Adjusted Net Income (Loss) before depreciation and amortization expense, provision for income tax, interest expense (income), other expense (income), 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 Net Loss to non-GAAP Net Profit (Loss) and Computation of non-GAAP Net Profit (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 (loss), non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating profit (loss) (non-GAAP earnings from operations), non-GAAP operating margin, non-GAAP net earnings, and non-GAAP diluted earnings 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 earnings, and non-GAAP diluted earnings per share and can have a material impact on the equivalent GAAP earnings measure.
•Other companies may calculate non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating profit (non-GAAP earnings from operations), non-GAAP operating profit margin, non-GAAP net earnings, non-GAAP diluted earnings per share and Adjusted 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 (loss), non-GAAP gross margin, non-GAAP operating profit (loss) (non-GAAP earnings from operations), non-GAAP operating profit (loss) margin, non-GAAP net earnings, non-GAAP diluted earnings 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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