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): August 9, 2022
___________________________________________
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 August 9, 2022, Bloom Energy Corporation (the "Company") announced its financial results for the second quarter ended June 30, 2022 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 August 9, 2022 |
| 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: | February 10, 2022 | By: | /s/ Gregory Cameron |
| Gregory Cameron | |||
| Executive Vice President and Chief Financial Officer |
Document
`
Exhibit 99.1
Bloom Energy Announces Second Quarter 2022 Financial Results
SAN JOSE, Calif., August 9, 2022 -- Bloom Energy Corporation (NYSE: BE) today announced financial results for its second quarter ended June 30, 2022.
Second Quarter Highlights
•Record second quarter revenue of $243.2 million in 2022 on 471 acceptances.
•Deployed first fuel cells in the European Union with Ferrari and announced first USA electrolyzer order with LSB Industries.
•Commenced operations in our new Fremont facility which is expected to add a gigawatt of capacity by 2023.
•Reaffirming our 2022 financial outlook.
Commenting on second quarter results, KR Sridhar, founder, chairman, and CEO of Bloom Energy said, “Bloom Energy is continuing to innovate, execute and deliver value in a multitude of energy transformation market segments. In this everchanging energy marketplace and policy environment, the flexibility of our platform is a unique advantage and strength that sets Bloom Energy apart in the energy industry.”
Greg Cameron, executive vice president and CFO of Bloom Energy added, “We had a very strong operating quarter delivering record Q2 revenue, expanding our margins and building the manufacturing capacity to support our growth. We remain confident in our business and are reaffirming our 2022 financial guidance. With our solid record of accomplishments, we believe the company is at an inflection point to build upon our mature technology platform and achieve our robust growth roadmap given.”
Summary of Key Financial Metrics
Preliminary Summary GAAP Profit and Loss Statements
| ($000) | Q222 | Q122 | Q221 |
|---|---|---|---|
| Revenue | 243,236 | 201,039 | 228,470 |
| Cost of Revenue | 245,206 | 173,102 | 191,126 |
| Gross Profit (loss) | (1,970) | 27,937 | 37,344 |
| Gross Margin % | (0.8%) | 13.9% | 16.3% |
| Operating Expenses | 100,203 | 93,596 | 80,055 |
| Operating Loss | (102,173) | (65,659) | (42,711) |
| Operating Margin % | (42.0%) | (32.7%) | (18.7%) |
| Non-operating Expenses1 | 16,627 | 12,700 | 11,152 |
| Net Loss | (118,800) | (78,359) | (53,863) |
| EPS | $ (0.67) | $ (0.44) | $ (0.31) |
- Includes non-operating expenses, tax provision, noncontrolling interest, and redeemable noncontrolling interest
`
Exhibit 99.1
Preliminary Summary Non-GAAP Financial Information1
| ($000) | Q222 | Q122 | Q221 |
|---|---|---|---|
| Revenue | 243,236 | 201,039 | 228,470 |
| Cost of Revenue | 195,639 | 169,242 | 187,322 |
| Gross Profit | 47,597 | 31,797 | 41,148 |
| Gross Margin % | 19.6% | 15.8% | 18.0% |
| Operating Expenses | 72,223 | 71,148 | 64,726 |
| Operating loss | (24,626) | (39,351) | (23,578) |
| Operating Margin % | (10.1%) | (19.6%) | (10.3%) |
| Adjusted EBITDA | (8,314) | (24,967) | (10,947) |
| EPS | $ (0.20) | $ (0.32) | $ (0.23) |
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 2022:
•Revenue: $1.1 - $1.15 billion
•Product & Service Revenue: $1 billion
•Non-GAAP Gross Margin: ~24%
•Non-GAAP Operating Margin: ~1%
•Cash Flow from Operations: Positive
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.
Conference Call Details
Bloom will host a conference call today, August 9, 2022, 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 (844) 200-6205 and enter the passcode: 346737. Those calling from outside the United States may dial +1 (929) 526-1599 and enter the same passcode: 346737. 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 (866) 813-9403 or + 44 204-525-0658 entering passcode 050636.
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
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Exhibit 99.1
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 2022 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 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 around the world 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
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Exhibit 99.1
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 revenue growth, margin expansion and its innovative solutions; Bloom’s expectations regarding its growth plans, including those regarding output from the Fremont facility, and Bloom’s financial outlook for 2022. 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; 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; 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; 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 as filed with the SEC on May 6, 2022, 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)
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 235,638 | $ | 396,035 |
| Restricted cash | 50,293 | 92,540 | ||
| Accounts receivable | 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 receivable | — | 5,784 | ||
| Prepaid expenses and other current assets | 35,155 | 30,661 | ||
| Total current assets | 669,249 | 806,420 | ||
| Property, plant and equipment, net | 628,759 | 604,106 | ||
| Operating lease right-of-use assets | 110,362 | 106,660 | ||
| Customer financing receivable | — | 39,484 | ||
| Restricted cash | 128,248 | 126,539 | ||
| Deferred cost of revenue | 5,310 | 1,289 | ||
| Other long-term assets | 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 liabilities | 101,204 | 114,138 | ||
| Deferred revenue and customer deposits | 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 debt | 14,734 | 17,483 | ||
| Total current liabilities | 393,688 | 342,479 | ||
| Deferred revenue and customer deposits | 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 debt | 183,555 | 217,416 | ||
| Other long-term liabilities | 18,646 | 16,772 | ||
| Total liabilities | 1,517,203 | 1,518,547 | ||
| Redeemable convertible preferred stock | 208,551 | 208,551 | ||
| Redeemable noncontrolling interest | — | 300 | ||
| Stockholders’ deficit: |
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Exhibit 99.1
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Common stock | 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 |
`
Exhibit 99.1
Condensed Consolidated Statements of Operations (preliminary & unaudited) (in thousands, except per share data)
| Three Months Ended<br><br>June 30, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Revenue: | ||||
| Product | $ | 173,625 | $ | 146,867 |
| Installation | 12,729 | 28,879 | ||
| Service | 38,426 | 35,707 | ||
| Electricity | 18,456 | 17,017 | ||
| Total revenue | 243,236 | 228,470 | ||
| Cost of revenue: | ||||
| Product | 129,419 | 108,891 | ||
| Installation | 16,730 | 36,515 | ||
| Service | 41,028 | 35,565 | ||
| Electricity | 58,029 | 10,155 | ||
| Total cost of revenue | 245,206 | 191,126 | ||
| Gross (loss) profit | (1,970) | 37,344 | ||
| Operating expenses: | ||||
| Research and development | 41,614 | 25,673 | ||
| Sales and marketing | 20,475 | 22,727 | ||
| General and administrative | 38,114 | 31,655 | ||
| Total operating expenses | 100,203 | 80,055 | ||
| Loss from operations | (102,173) | (42,711) | ||
| Interest income | 196 | 76 | ||
| Interest expense | (13,814) | (14,553) | ||
| Loss on extinguishment of debt | (4,233) | — | ||
| Other (expense) income, net | (1,191) | 22 | ||
| Gain (loss) on revaluation of embedded derivatives | 38 | (942) | ||
| Loss before income taxes | (121,177) | (58,108) | ||
| Income tax (benefit) provision | (12) | 313 | ||
| Net loss | (121,165) | (58,421) | ||
| Less: Net loss attributable to noncontrolling interest | (2,365) | (4,536) | ||
| Net loss attributable to Class A and Class B common stockholders | $ | (118,800) | $ | (53,885) |
| Less: Net loss attributable to redeemable noncontrolling interest | — | (22) | ||
| Net loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest | $ | (118,800) | $ | (53,863) |
| Net loss per share available to Class A and Class B common stockholders, basic and diluted | $ | (0.67) | $ | (0.31) |
| 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 |
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Exhibit 99.1
Condensed Consolidated Statement of Cash Flows (preliminary & unaudited) (in thousands)
| Six Months Ended<br><br>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 |
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Exhibit 99.1
| Six Months Ended<br><br>June 30, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| 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 |
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Exhibit 99.1
Reconciliation of GAAP to Non-GAAP Financial Measures (preliminary & unaudited) (in thousands, except percentages)
| Q222 | Q122 | Q221 | |
|---|---|---|---|
| GAAP revenue | 243,236 | 201,039 | 228,470 |
| GAAP cost of sales | 245,206 | 173,102 | 191,126 |
| GAAP gross profit (loss) | (1,970) | 27,937 | 37,344 |
| Non-GAAP adjustments: | |||
| Stock-based compensation expense | 4,767 | 3,860 | 3,804 |
| PPA IIIa repowering impairment charge | 44,800 | - | - |
| Non-GAAP gross profit | 47,597 | 31,797 | 41,148 |
| GAAP gross margin % | (0.8%) | 13.9% | 16.3% |
| Non-GAAP adjustments | 20.4% | 1.9% | 1.7% |
| Non-GAAP gross margin % | 19.6% | 15.8% | 18.0% |
| Q222 | Q122 | Q221 | |
| --- | --- | --- | --- |
| GAAP loss from operations | (102,173) | (65,659) | (42,711) |
| Non-GAAP adjustments: | |||
| Stock-based compensation expense | 32,599 | 26,308 | 19,133 |
| PPA IIIa repowering impairment charge | 44,800 | - | - |
| Amortization of acquired intangible assets | 148 | - | - |
| Non-GAAP loss from operations | (24,626) | (39,351) | (23,578) |
| GAAP operating margin % | (42.0%) | (32.7%) | (18.7%) |
| Non-GAAP adjustments | 31.9% | 13.1% | 8.4% |
| Non-GAAP operating margin % | (10.1%) | (19.6%) | (10.3%) |
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Exhibit 99.1
GAAP Net Loss to non-GAAP Net Loss and Computation of non-GAAP Net Loss per Share (EPS) (preliminary & unaudited) (in thousands)
| Q222 | Diluted net earnings per share | Q122 | Diluted net earnings per share | Q221 | Diluted net earnings per share | |
|---|---|---|---|---|---|---|
| GAAP net loss | (118,800) | $ (0.67) | (78,359) | $ (0.44) | (53,863) | $ (0.31) |
| Non-GAAP adjustments: | ||||||
| Loss for non-controlling interests and redeemable noncontrolling interest | (2,365) | (0.01) | (4,388) | (0.02) | (4,558) | (0.03) |
| Loss (gain) on derivatives liabilities | (38) | (0.00) | (531) | (0.00) | 942 | 0.01 |
| Gain on the fair value adjustments for certain PPA derivatives | - | - | - | - | (735) | (0.00) |
| Goodwill impairment | 1,957 | 0.01 | - | - | - | - |
| Loss on JV investment | 1,446 | 0.01 | - | - | - | - |
| PPA IIIa repowering impairment charge | 44,800 | 0.25 | - | - | - | - |
| Loss on extinguishment of debt related to PPA IIIa | 4,233 | 0.02 | - | - | - | - |
| Amortization of acquired intangible assets | 148 | 0.00 | - | - | - | - |
| Stock-based compensation expense | 32,599 | 0.18 | 26,308 | 0.15 | 19,133 | 0.11 |
| Non-GAAP net loss | (36,020) | $ (0.20) | (56,970) | $ (0.32) | (39,081) | $ (0.23) |
| Q122 | Q122 | Q121 | ||||
| --- | --- | --- | --- | |||
| Numerator: | ||||||
| GAAP net loss | (118,800) | (78,359) | (53,863) | |||
| Non-GAAP net loss | (36,020) | (56,970) | (39,081) | |||
| Denominator: | ||||||
| Weighted-average shares used to compute basic net earnings per share | 178,507 | 177,189 | 172,749 | |||
| Weighted-average shares used to compute diluted net earnings per share | 178,507 | 177,189 | 172,749 | |||
| GAAP net earnings per share | ||||||
| Basic | $ (0.67) | $ (0.44) | $ (0.31) | |||
| Diluted | $ (0.67) | $ (0.44) | $ (0.31) | |||
| Non-GAAP net earnings per share | ||||||
| Basic | $ (0.20) | $ (0.32) | $ (0.23) | |||
| Diluted | $ (0.20) | $ (0.32) | $ (0.23) |
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Exhibit 99.1
GAAP Net Loss to Adjusted EBITDA reconciliation (preliminary & unaudited) (in thousands)
| Q222 | Q122 | Q221 | |
|---|---|---|---|
| GAAP net loss | (118,800) | (78,359) | (53,863) |
| Non-GAAP adjustments: | |||
| Loss for non-controlling interests and redeemable noncontrolling interest | (2,365) | (4,388) | (4,558) |
| Loss (gain) on derivatives liabilities | (38) | (531) | 942 |
| Gain on the fair value adjustments for certain PPA derivatives | - | - | (735) |
| Goodwill impairment | 1,957 | - | - |
| Stock-based compensation expense | 32,599 | 26,308 | 19,133 |
| Depreciation & Amortization | 16,461 | 14,384 | 13,366 |
| Provision (benefit) for Income Tax | (12) | 564 | 313 |
| Loss on China JV investment | 1,446 | - | - |
| Loss on extinguishment of debt related to PPA IIIa repowering | 4,233 | - | - |
| PPA IIIa repowering impairment charge | 44,800 | - | - |
| Interest Expense / Other Misc | 11,405 | 17,055 | 14,455 |
| Adjusted EBITDA | (8,314) | (24,967) | (10,947) |
Use of non-GAAP financial measures
To supplement Bloom Energy condensed consolidated financial statement information presented on 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, diluted net earnings per share and Adjusted EBITDA. Bloom Energy also provides forecasts of non-GAAP gross profit margin and non-GAAP operating profit (loss) 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 net earnings per share is diluted net 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.
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Exhibit 99.1
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 and PPA IIIa repowering related impairment charge. Non-GAAP operating profit (loss) (non-GAAP earnings from operations) and non-GAAP operating margin are defined to exclude any charges relating to stock-based compensation expense, PPA IIIa repowering related impairment charge and the amortization of acquired intangible assets. Non-GAAP net earnings and non-GAAP diluted net earnings per share consist of net earnings or diluted net earnings per share excluding stock-based compensation, loss for non-controlling interest, loss (gain) on derivatives liabilities, loss (gain) on the fair value adjustments for certain PPA derivatives, goodwill impairment, loss on China JV investment, PPA IIIa repowering related impairment charge, loss on extinguishment of debt related to PPA IIIa repowering and the amortization of acquired intangible assets. Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense, depreciation and amortization expense, stock-based compensation, loss for non-controlling interest, loss (gain) on derivatives liabilities, loss (gain) on the fair value adjustments for certain PPA derivatives, goodwill impairment, loss on China JV investment, PPA IIIa repowering related impairment charge, loss on extinguishment of debt related to PPA IIIa repowering.
Bloom Energy management uses these non-GAAP financial measures for purposes of evaluating Bloom Energy historical and prospective financial performance, as well as Bloom Energy 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 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.
•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.
•Loss (gain) on derivatives liabilities represents non-cash adjustments to the fair value of the embedded derivatives associated with the convertible notes and other derivatives.
•Loss (gain) on the fair value adjustments for certain PPA derivatives represents non-cash adjustments to the fair value of the derivative forward contract for one PPA entity (our Third PPA company), a wholly owned subsidiary.
•PPA IIIa repowering related impairment charge represents non-cash impairment charges on old server units decommissioned upon repowering.
•Loss on debt extinguishment related to PPA IIIa repowering.
•Goodwill impairment related to the acquisition of BE Japan in Q2 2021.
•Amortization of acquired intangible assets.
•Loss on China JV investment upon sale of our equity interest.
•Adjusted weighted average shares outstanding attributable to common (Basic and Diluted) includes adjustments to reflect assumed conversion of certain convertible promissory notes.
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Exhibit 99.1
•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.
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 net earnings per share can have a material impact on the equivalent GAAP earnings measure.
•Loss for non-controlling interest, loss (gain) on derivatives liabilities, loss (gain) on the fair value adjustments for certain PPA derivatives, though not directly affecting Bloom Energy cash position, represents 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 net 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 net 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 (non-GAAP earnings from operations), non-GAAP operating profit (loss) margin, non-GAAP net earnings, non-GAAP diluted net 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 results “through the eyes” of management. Bloom Energy further believes that providing this information better enables Bloom Energy investors to understand Bloom Energy 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 operating performance with the performance of
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Exhibit 99.1
other companies in Bloom Energy industry that supplement their GAAP results with non-GAAP financial measures that may be calculated in a similar manner.
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