Bloom Energy Corp

Condensed Consolidated Balance Sheets

(in thousands, except share data)

1 We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15— SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.

2 Including amounts from related parties of $349.5 million and $262.0 million as of September 30, 2024, and December 31, 2023, respectively.

3 Including amounts from related parties of $0.8 million and $6.9 million as of September 30, 2024, and December 31, 2023, respectively.

4 Including amounts from related parties of $0.9 million as of December 31, 2023. There wereno amounts from related parties as of September 30, 2024.

5 Including amounts from related parties of $1.1 million and $2.3 million as of September 30, 2024, and December 31, 2023, respectively.

6 Including amounts from related parties of $1.7 million and $2.0 million as of September 30, 2024, and December 31, 2023, respectively.

7 Including amounts from related parties of $9.1 million and $9.1 million as of September 30, 2024, and December 31, 2023, respectively.

8 Including amounts from related parties of $0.1 million as of December 31, 2023. There wereno amounts from related parties as of September 30, 2024.

9 Including amounts from related parties of $2.8 million and $1.3 million as of September 30, 2024, and December 31, 2023, respectively.

10 Including amounts from related parties of $7.6 million and $3.4 million as of September 30, 2024, and December 31, 2023, respectively.

11 Including amounts from related parties of $7.1 million and $1.7 million as of September 30, 2024, and December 31, 2023, respectively.

12 Including amounts from related parties of $0.5 million and $0.4 million as of September 30, 2024, and December 31, 2023, respectively.

13 Including amounts from related parties of $6.3 million and $6.7 million as of September 30, 2024, and December 31, 2023, respectively.

14 Including amounts from related parties of $1.2 million and $1.6 million as of September 30, 2024, and December 31, 2023, respectively.

15 Including amounts from related parties of $4.6 million and $4.6 million as of September 30, 2024, and December 31, 2023, respectively.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

1 Including related party revenue of $126.6 million and $335.6 million for the three and nine months ended September 30, 2024, respectively, and $125.7 million and $361.0 million for the three and nine months ended September 30, 2023, respectively.

2 Including related party cost of revenue of $0.1 million for the nine months ended September 30, 2024. Related party cost of revenue for the three months ended September 30, 2024 wasimmaterial. There wereno related party cost of revenue for the three and nine months ended September 30, 2023.

3 Including related party general and administrative expenses of $0.2 million and $0.5 million for the three and nine months ended September 30, 2024. There wereno related party general and administrative expenses for the three and nine months ended September 30, 2023.

4 Including related party interest expense of $0.1 million and $0.2 million for the three and nine months ended September 30, 2024. There wasno related party interest expense for the three and nine months ended September 30, 2023.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share data)

Condensed Consolidated Statements of Cash Flows

(in thousands)

1 Including changes in related party balances of $87.5 million and $243.6 million for the nine months ended September 30, 2024, and 2023, respectively.

2 Including changes in related party balances of $6.1 million and $3.4 million for the nine months ended September 30, 2024, and 2023, respectively.

3 Including changes in related party balances of $0.9 million and $23.4 million for the nine months ended September 30, 2024, and 2023, respectively.

4 Including changes in related party balances of $1.2 million for the nine months ended September 30, 2024. There wereno associated related party balances as of September 30, 2023.

5 Including immaterial changes in related party balances for the nine months ended September 30, 2024. There wereno associated related party balances as of September 30, 2023.

6 Including changes in related party balances of $0.1 million for the nine months ended September 30, 2024. There wereno associated related party balances as of September 30, 2023.

7 Including changes in related party balancesof $1.5 million and $0.9 million for the nine months ended September 30, 2024, and 2023, respectively.

8 Including changes in related party balancesof $4.2 million and $5.7 million for the nine months ended September 30, 2024, and 2023, respectively.

9 Including changes in related party balances of $4.9 million and $11.1 million for the nine months ended September 30, 2024, and 2023, respectively.

10 Including changes in related party balances of $0.1 million for the nine months ended September 30, 2024. There wereno associated related party balances as of September 30, 2023.

Notes to Unaudited Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this report.

1. Nature of Business, Liquidity and Basis of Presentation

Nature of Business

For information on the nature of our business, see Part II, Item 8, Note 1 —Nature of Business, Liquidity and Basis of Presentation, Nature of Business section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Liquidity

We have generally incurred operating losses and negative cash flows from operations since our inception. With the series of new debt offerings, debt extinguishments, and conversions to equity that we completed since 2021, we had $1,122.9 million and $4.6 million of total outstanding recourse and non-recourse debt, respectively, as of September 30, 2024, $114.1 million and $1,013.3 million of which was classified as short-term debt and long-term debt, respectively.

On May 29, 2024, we issued 3% Green Convertible Senior Notes (the “3% Green Notes due June 2029”) in an aggregate principal amount of $402.5 million due June 2029, unless earlier repurchased, redeemed or converted, less the initial purchasers’ discount of $12.1 million and other issuance costs of $0.7 million, resulting in net proceeds of $389.7 million. On May 29, 2024, we used approximately $141.8 million of the net proceeds from this issuance to repurchase $115.0 million, or 50%, of the outstanding principal amount of our 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”) in privately negotiated transactions. The repurchase amount equaled 122.6% of the principal amount repurchased, plus related accrued and unpaid interest. For additional information, please see Part I, Item 1, Note 7 —Outstanding Loans and Security Agreements.

Our future capital requirements depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds and the need for additional working capital, the expansion of sales and marketing activities both in domestic and international markets, market acceptance of our products, our ability to secure financing for customer use of our products, the timing of installations and of inventory build in anticipation of future sales and installations, and overall economic conditions. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing. Failure to obtain this financing on favorable terms or at all in future quarters may affect our financial position and results of operations, including our revenues and cash flows.

In the opinion of management, the combination of our existing cash and cash equivalents and expected timing of operating cash flows is expected to be sufficient to meet our operational and capital cash flow requirements and other cash flow needs for the next 12 months from the date of issuance of this Quarterly Report on Form 10-Q.

Inflation Reduction Act of 2022

On March 29, 2024, we received notification from the Internal Revenue Service (the “IRS”) of the acceptance of our application for a Qualifying Advanced Energy Project Credit of up to $75.3 million. The application for qualifying advanced energy project credit allocation under Internal Revenue Code Section 48C(e) for the manufacturing facility in Fremont, California (the “Facility”), was submitted by Bloom on December 21, 2023. After a technical review of Bloom’s Section 48C(e) application, the Department of Energy provided a recommendation to the IRS to grant a $75.3 million credit allocation for the Facility. The approval is subject to satisfaction of the underlying certification requirements, including the prevailing wage and apprenticeship requirements, within two years from the date of the application acceptance.

For information on the Inflation Reduction Act of 2022 (the “IRA”) signed into law on August 16, 2022, and its impact on our business, see Part II, Item 8, Note 1 —Nature of Business, Liquidity and Basis of Presentation, Inflation Reduction Act of 2022 section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Basis of Presentation

We have prepared the unaudited condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the United States (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation

For information on the principles of consolidation, see Part II, Item 8, Note 1 —Nature of Business, Liquidity and Basis of Presentation, Principles of Consolidation section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Use of Estimates

For information on the use of accounting estimates, see Part II, Item 8, Note 1 — Nature of Business, Liquidity and Basis of Presentation, Use of Estimates section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Concentration of Risk

Geographic Risk— The majority of our revenue and long-lived assets are attributable to operations in the U.S. for all periods presented. In addition to shipments in the U.S., we also ship our products to other countries, primarily, the Republic of Korea, Japan, India, and Taiwan (collectively referred to as the “Asia Pacific region”). For the three and nine months ended September 30, 2024, total revenue in the U.S. was 52% and 60%, respectively, of our total revenue. For the three and nine months ended September 30, 2023, total revenue in the U.S. was 65% and 76%, respectively, of our total revenue.

Credit Risk— At September 30, 2024, two customers, the first of which is our related party (see Note 10 —Related Party Transactions), accounted for approximately 59% and 18% of accounts receivable, respectively. At December 31, 2023, one customer, that is our related party, accounted for approximately 74% of accounts receivable. To date, we have not experienced any credit losses.

Customer Risk — During the three months ended September 30, 2024, revenue from three customers, the first of which is our related party (see Note 10 —Related Party Transactions), accounted for approximately 38%,20%, and 10% of our total revenue, respectively. During the nine months ended September 30, 2024, two customers, the first of which is our related party (see Note 10 —Related Party Transactions), represented approximately 37% and 21% of our total revenue, respectively.

During the three months ended September 30, 2023, revenue from two customers, the second of which is our related party (see Note 10 —Related Party Transactions), accounted for approximately 40% and 31% of our total revenue. During the nine months ended September 30, 2023, two customers, the first of which is our related party (see Note 10 —Related Party Transactions), represented approximately 36% and 24% of our total revenue.

2. Summary of Significant Accounting Policies

Refer to the accounting policies described in Part II, Item 8, Note 2 —Summary of Significant Accounting Policiesin our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Accounting Guidance Not Yet Adopted

Refer to the accounting guidance not yet adopted described in Part II, Item 8, Note 2 —Summary of Significant Accounting Policies—Accounting Guidance Not Yet Adopted section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Based on the Company’s continued evaluation, we do not expect a material impact from new accounting guidance not yet adopted to our unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.

3. Revenue Recognition

Contract Balances

The following table provides information about accounts receivables, contract assets, customer deposits and deferred revenue from contracts with customers (in thousands):

The increase in accounts receivable of $250.1 million for the nine months ended September 30, 2024, was driven by the timing of transactions, increase in payment terms, and a change in customer mix. Refer to Note 1 —Nature of Business, Liquidity and Basis of Presentation for discussion of credit risk associated with our accounts receivable.

The increase in contract assets of $79.7 million for the nine months ended September 30, 2024, was driven by the timing of achieving billing milestones.

The increase in customer deposits of $45.8 million for the nine months ended September 30, 2024, was driven by receipt of new deposits, partially offset by certain deposits becoming non-refundable.

For details on nature and balance sheet classification of contract balances, refer to Part II, Item 8, Note 3 —Revenue Recognition— Contract Balances in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Contract Assets

Deferred Revenue

Deferred revenue activity during the three and nine months ended September 30, 2024, and 2023, consisted of the following (in thousands):

For details on deferred revenue, refer to Part II, Item 8, Note 3 —Revenue Recognition— Deferred Revenue in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

We do not disclose the value of the unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Disaggregated Revenue

We disaggregate revenue from contracts with customers into four revenue categories: product, installation, services and electricity (in thousands):

4. Financial Instruments

Cash, Cash Equivalents, and Restricted Cash

The carrying values of cash, cash equivalents, and restricted cash approximate fair values and were as follows (in thousands):

Restricted cash consisted of the following (in thousands):

Factoring Arrangements

We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with a financial institution. These transactions are accounted for as sales, and cash proceeds are included in net cash used in operating activities. We derecognized $81.9 million and $184.2 million of accounts receivable during the three and nine months ended September 30, 2024, respectively. We derecognized $108.0 million and $167.6 million of accounts receivable during the three and nine months ended September 30, 2023, respectively.

The cost of factoring such accounts receivable on our condensed consolidated statements of operations for the three and nine months ended September 30, 2024, was $1.6 million and $4.0 million, respectively. The cost of factoring such accounts receivable on our condensed consolidated statements of operations for the three and nine months ended September 30, 2023, was $2.0 million and $2.7 million, respectively. The cost of factoring is recorded in general and administrative expenses.

5. Fair Value

Our accounting policy for the fair value measurement of cash equivalents and embedded Escalation Protection Plan (“EPP”) derivatives is described in Part II, Item 8 Note 2 — Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The tables below set forth, by level, our financial assets and liabilities that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):

Money Market Funds —Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets.

Embedded Escalation Protection Plan Derivative Liability in Sales Contracts —We estimate the fair value of the embedded EPP derivatives in certain sales contracts using a Monte Carlo simulation model, which considers various potential electricity price curves over the sales contracts’ terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as a Level 3 financial liability.

The changes in the Level 3 financial liabilities during the nine months ended September 30, 2024, were as follows (in thousands):

For more details on EPP derivatives, refer to Part II, Item 8 Note 5 — Fair Value in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

Debt Instruments —The term loans and convertible senior notes are based on rates currently offered for instruments with similar maturities and terms (Level 2). The following table presents the estimated fair values and carrying values of debt instruments (in thousands):

All financial assets were measured at fair value on a recurring basis as of September 30, 2024, and December 31, 2023.

6. Balance Sheet Components

Inventories

The components of inventory consisted of the following (in thousands):

Inventory reserves were $17.3 million and $18.7 million as of September 30, 2024, and December 31, 2023, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (in thousands):

Depreciation expense related to property, plant and equipment was $13.3 million and $39.2 million for the three and nine months ended September 30, 2024, respectively. Depreciation expense related to property, plant and equipment for the three and nine months ended September 30, 2023, was $14.6 million and $50.3 million, respectively.

Depreciation expense for property, plant and equipment under operating leases by Power Purchase Agreement (“PPA”) entities was $3.7 million and $10.9 million for the three and nine months ended September 30, 2023, respectively. There wasno depreciation expense for such assets for the three and nine months ended September 30, 2024.

Other Long-Term Assets

Other long-term assets consisted of the following (in thousands):

Accrued Warranty and Product Performance Liabilities

Accrued warranty and product performance liabilities consisted of the following (in thousands):

Changes in the product warranty and product performance liabilities were as follows (in thousands):

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

7. Outstanding Loans and Security Agreements

The following is a summary of our debt as of September 30, 2024 (in thousands, except percentage data):

The following is a summary of our debt as of December 31, 2023 (in thousands, except percentage data):

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, Bloom SK Fuel Cell, LLC, a joint venture in the Republic of Korea with SK ecoplant (the “Korean JV”). The differences between the unpaid principal balances and the net carrying values apply to deferred financing costs. We and our subsidiary were in compliance with all covenants as of September 30, 2024, and December 31, 2023.

Recourse Debt Facilities

3% Green Convertible Senior Notes due June 2029

On May 29, 2024, we issued the 3% Green Notes due June 2029 in an aggregate principal amount of $402.5 million due on June 1, 2029, unless earlier repurchased, redeemed or converted, less an initial purchasers’ discount of $12.1 million and other issuance costs of $0.7 million (together, the “Transaction Costs”), resulting in net proceeds of $389.7 million. The 3% Green Notes due June 2029 were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of May 29, 2024, between us and U.S. Bank Trust Company, National Association, as Trustee, in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the purchase agreement among the Company and the representatives of the initial purchasers of the 3% Green Notes due June 2029, the Company granted the initial purchasers an option to purchase up to an additional $52.5 million aggregate principal amount of the 3% Green Notes due June 2029 (the “Greenshoe Option”). The 3% Green Notes due June 2029 issued on May 29, 2024, included $52.5 million aggregate principal amount pursuant to the full exercise by the initial purchasers of the Greenshoe Option.

The 3% Green Notes due June 2029 are senior, unsecured obligations accruing interest at a rate of 3% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. We may not redeem the 3% Green Notes due June 2029 prior to June 7, 2027, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the 3% Green Notes due June 2029 at any time, and from time to time, on or after June 7, 2027 and on or before the twenty-first scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption.

Before March 1, 2029, the noteholders have the right to convert their 3% Green Notes due June 2029 only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “Closing Price Condition”) or the trading price of the 3% Green Notes due June 2029 (the “Trading Price Condition”), a redemption event, or other specified corporate events. If the Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their 3% Green Notes due June 2029 at any time during the immediately following quarter, commencing after the calendar quarter ending on September 30, 2024, subject to the partial redemption limitation. Subject to the Trading Price Condition, the noteholders may convert their 3% Green Notes due June 2029 during thefive business days immediately after anyfive consecutive trading day period in which the trading price per $1,000 principal amount of the 3% Green Notes due June 2029, as determined following a request by a holder of the 3% Green Notes due June 2029, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after March 1, 2029, the noteholders may convert their 3% Green Notes due June 2029 at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their 3% Green Notes due June 2029, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election.

The initial conversion rate is 47.9795 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $20.84 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, as defined below, occur, then the conversion rate applicable to the conversion of the 3% Green Notes due June 2029 will, in certain circumstances, increase by up to 15.5932 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. At September 30, 2024, the maximum number of shares into which the 3% Green Notes due June 2029 could have been potentially converted if the conversion features were triggered was 25,588,011 shares of Class A common stock.

According to the Indenture, a Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the 3% Green Notes due June 2029.

The 3% Green Notes due June 2029 contain certain customary provisions relating to the occurrence of Events of Default, as defined in the Indenture. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 3% Green Notes due June 2029 then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 3% Green Notes due June 2029 for up to 180 days at a specified rate per annum not exceeding 0.5% on the principal amount of the 3% Green Notes due June 2029.

The Transaction Costs were recorded as debt issuance costs and represented a reduction to the 3% Green Notes due June 2029 on our condensed consolidated balance sheets and are amortized to interest expense at an effective interest rate of 3.8%.

Total interest expense recognized related to the 3% Green Notes due June 2029 for the three and nine months ended September 30, 2024, was $3.7 million and $5.0 million, respectively, and was comprised of contractual interest expense of $3.0 million and $4.1 million and amortization of the initial purchasers’ discount and other issuance costs of $0.7 million and $0.9 million, respectively. We have not recognized any special interest expense related to the 3% Green Notes due June 2029 to date. The amount of unamortized debt issuance costs as of September 30, 2024, was $11.9 million.

Although the 3% Green Notes due June 2029 contain embedded conversion features, we account for the 3% Green Notes due June 2029 in its entirety as a liability. As of September 30, 2024, the net carrying value of the 3% Green Notes due June 2029 was classified as a long-term liability in our condensed consolidated balance sheets.

3% Green Convertible Senior Notes due June 2028 and Capped Call Transactions

Please refer to Part II, Item 8, Note 7 —Outstanding Loans and Security Agreementsin our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for discussion of our 3% Green Convertible Senior Notes due June 2028 (the “3% Green Notes due June 2028”) and privately negotiated capped call transactions in connection with the pricing of the 3% Green Notes due June 2028.

The noteholders could not convert their 3% Green Notes due June 2028 during the quarter ended September 30, 2024, as the Closing Price Condition, as defined in the indenture, dated as of May 16, 2023, between us and U.S. Bank Trust Company, National Association, as trustee, was not met during the three months ended June 30, 2024, as per the indenture, dated as of May 16, 2023.

Total interest expense recognized related to the 3% Green Notes due June 2028 for the three and nine months ended September 30, 2024, was $5.7 million and $17.1 million, respectively, and was comprised of contractual interest expense of $4.7 million and $14.1 million and amortization of the initial purchasers’ discount and other issuance costs of $1.0 million and $3.0 million, respectively.

Total interest expense recognized related to the 3% Green Notes due June 2028 for the three and nine months ended September 30, 2023, was $5.7 million and $8.7 million, respectively, and was comprised of contractual interest expense of $4.7 million and $7.2 million and amortization of the initial purchasers’ discount and other issuance costs of $1.0 million and $1.5 million, respectively.

We have not recognized any special interest expense related to the 3% Green Notes due June 2028 to date.

The amount of unamortized debt issuance costs as of September 30, 2024, and December 31, 2023, was $14.3 million and $17.3 million, respectively.

2.5% Green Convertible Senior Notes due August 2025

Please refer to Part II, Item 8, Note 7 —Outstanding Loans and Security Agreementsin our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for discussion of our 2.5% Green Notes.

The noteholders could not convert their 2.5% Green Notes during the quarter ended September 30, 2024, as the Closing Price Condition, as defined in the indenture, dated as of August 11, 2020, between us and U.S. Bank National Association, as trustee, was not met during the three months ended June 30, 2024, as per the indenture, dated as of August 11, 2020.

On May 29, 2024, we used approximately $141.8 million of the net proceeds from the 3% Green Notes due June 2029 offering to repurchase $115.0 million of the outstanding principal amount of our 2.5% Green Notes in privately negotiated transactions. Half of the original principal balance, $115.0 million of the 2.5% Green Notes, was called and repurchased at 122.6% during the three months ended June 30, 2024. The 22.6% premium of $26.0 million and unpaid accrued interest of $0.8 million related to the repurchased amount were included in the final payment to the noteholders. As a result of partial repurchase of the 2.5% Green Notes, we recognized a loss on extinguishment of debt of $27.2 million.

Total interest expense recognized related to the 2.5% Green Notes for the three and nine months ended September 30, 2024, was $1.0 million and $4.5 million, respectively, and was comprised of contractual interest expense of $0.7 million and $3.3 million and amortization of issuance costs of $0.3 million and $1.2 million, respectively. The effective interest rate of the 2.5% Green Notes after partial repurchase was 3.3%.

Total interest expense recognized related to the 2.5% Green Notes for the three and nine months ended September 30, 2023, was $1.9 million and $5.8 million, respectively, and was comprised of contractual interest expense of $1.4 million and $4.3 million and amortization of issuance costs of $0.5 million and $1.5 million, respectively.

We have not recognized any special interest expense related to the 2.5% Green Notes to date.

The amount of unamortized debt issuance costs as of September 30, 2024, and December 31, 2023, was $0.8 million and $3.2 million, respectively.

As of September 30, 2024, and December 31, 2023, the net carrying value of the 2.5% Green Notes was classified as a short-term liability and as a long-term liability in our condensed consolidated balance sheets, respectively.

Non-recourse Debt Facilities

Please refer to Part II, Item 8, Note 7 —Outstanding Loans and Security Agreements in our Annual Form 10-K for the fiscal year ended December 31, 2023, for discussion of our non-recourse debt.

Repayment Schedule and Interest Expense

The following table presents details of our outstanding loan principal repayment schedule as of September 30, 2024 (in thousands):

8. Leases

Facilities, Energy Servers, and Vehicles

For the three and nine months ended September 30, 2024, rent expense for all occupied facilities was $5.6 million and $16.8 million, respectively. For the three and nine months ended September 30, 2023, rent expense for all occupied facilities was $5.7 million and $17.0 million, respectively.

Operating and financing lease right-of-use assets and lease liabilities as of September 30, 2024, and December 31, 2023, were as follows (in thousands):

1 These assets primarily include leases for facilities, Energy Servers, and vehicles.

2 Net of accumulated amortization.

3 These assets primarily include leases for vehicles.

4 Included in property, plant and equipment, net in the condensed consolidated balance sheets.

5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

6 Included in other long-term liabilities in the condensed consolidated balance sheets.

The components of our lease costs for the three and nine months ended September 30, 2024, and 2023, were as follows (in thousands):

Weighted average remaining lease terms and discount rates for our leases as of September 30, 2024, and December 31, 2023, were as follows:

Future lease payments under lease agreements as of September 30, 2024, were as follows (in thousands):

Managed Services Financing

For details on Managed Services Financing refer to Part I, Item 7, Section Purchase and Financing Options, sub-section Managed Services Financingand Part II, Item 8, Note 8 —Leasesin our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

We recognized $2.3 million and $9.4 million of product revenue, and $2.2 million and $4.5 million of installation revenue from successful sale-and-leaseback transactions for the three and nine months ended September 30, 2024, respectively. The recognized operating lease expense from successful sale-and-leaseback transactions for the three and nine months ended September 30, 2024, was $3.2 million and $9.5 million, respectively.

We recognized $15.8 million of product revenue and $4.8 million of installation revenue from successful sale-and-leaseback transactions for the nine months ended September 30, 2023. There wereno new successful sale-and-leaseback transactions during the three months ended September 30, 2023. The recognized operating lease expense from successful sale-and-leaseback transactions for the three and nine months ended September 30, 2023, was $2.6 million and $7.0 million, respectively.

Operating lease right-of-use assets from successful sale-and-leaseback transactions as of September 30, 2024, and December 31, 2023, was $49.1 million and $47.6 million, respectively. Operating lease liability from successful sale-and-leaseback transactions as of September 30, 2024, and December 31, 2023, was $52.2 million and $50.1 million, including long-term operating lease liability of $44.2 million and $43.7 million, respectively. Financing obligations from successful sale-and-leaseback transactions as of September 30, 2024, and December 31, 2023, was $11.5 million and $10.9 million, including long-term financing obligations of $9.4 million and $9.3 million, respectively.

At September 30, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):

The total financing obligations, as reflected in our condensed consolidated balance sheets, were $411.5 million and $444.8 million as of September 30, 2024, and December 31, 2023, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as either a gain or loss at that point. For the three and nine months ended September 30, 2024, we recognized a $5.0 million gain on failed sale-and-leaseback transactions in other income (expense), net on our condensed consolidated statements of operations. There wereno such transactions during the three and nine months ended September 30, 2023.

9. Stock-Based Compensation and Employee Benefit Plans

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations (in thousands):

As of September 30, 2024, and December 31, 2023, we capitalized $10.2 million and $8.9 million of stock-based compensation cost, respectively, into inventory and deferred cost of goods sold.

Stock Option and Stock Award Activity

Stock Options

The following table summarizes the stock option activity under our stock plans during the reporting period:

During the three and nine months ended September 30, 2024, we recognized $0.9 million and $2.1 million of stock-based compensation costs for stock options, respectively. During the three and nine months ended September 30, 2023, we recognized $0.1 million and $0.3 million of stock-based compensation costs for stock options, respectively.

During the three and nine months ended September 30, 2024, we granted 180,000 and 1,355,348 stock options, respectively, including 180,000 and 955,000 stock options granted in the third and the first quarter of fiscal year 2024, respectively, to certain executives to purchase shares of common stock that contain certain performance-based vesting criteria related to corporate milestones (the “performance-based stock options”). The performance-based stock options were granted “at-the-money” and have a term of 10 years. The performance-based stock options vest based over afour-year or athree-year requisite service period. We didnot grant stock options in the three and nine months ended September 30, 2023.

The fair value of each performance-based stock option is estimated on the date of grant using the Black-Scholes valuation model. Recognition of stock-based compensation expense associated with these performance-based stock options commences when the performance condition is considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. Forfeitures of the performance-based stock options are recognized as they occur.

We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the stock options valuation:

During the three and nine months ended September 30, 2024, the intrinsic value of stock options exercised was $0.1 million and $0.8 million, respectively. During the three and nine months ended September 30, 2023, the intrinsic value of stock options exercised was $1.1 million and $2.6 million, respectively.

As of September 30, 2024, and December 31, 2023, we had unrecognized compensation costs related to unvested stock options of $8.1 million and $0.1 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 2.4 years and 0.3 years, respectively. Cash received from stock options exercised totaled $0.1 million and $0.8 million for the three and nine months ended September 30, 2024, respectively. Cash received from stock options exercised totaled $1.1 million and $2.6 million for the three and nine months ended September 30, 2023, respectively.

Stock Awards

A summary of our stock awards activity and related information is as follows:

Stock Awards— The estimated fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) is based on the fair value of our Class A common stock on the date of grant. For the three and nine months ended September 30, 2024, we recognized $13.4 million and $46.8 million of stock-based compensation costs for stock awards, respectively. For the three and nine months ended September 30, 2023, we recognized $19.3 million and $65.0 million of stock-based compensation costs for stock awards, respectively.

As of September 30, 2024, and December 31, 2023, we had $99.1 million and $113.5 million of unrecognized stock-based compensation expense related to unvested stock awards, expected to be recognized over a weighted average period of 2.1 years and 2.0 years, respectively.

Executive Awards

On March 1, 2024, the Company granted RSUs, PSUs, time-based and performance-based stock option awards to certain executive staff; on May 6, 2024, the Company granted RSUs and PSUs to new executive hires, including our new Chief Financial Officer; and on August 29, 2024, the Company granted additional performance-based stock option awards to our Chief Commercial Officer (collectively, the “2024 Executive Awards”), pursuant to the 2018 Equity Incentive Plan.

The RSUs have time-based vesting schedules that range fromtwo tofour years, and started vesting on February 15, 2024 (May 15, 2024, for new hires).

The time-based stock options started vesting on February 15, 2024, and shall vest over three years. The PSUs have vesting schedules that range fromone tothree years. The performance-based stock options have vesting schedules that range from three tofour years. Both the PSUs and the performance-based stock options have a threshold target for a vesting of 50% of the number of awards, a target for 100% of earned awards and a potential of 150% of granted awards earned, for each of the performance periods.

The PSUs and performance-based stock options will vest based on a combination of time and achievement against performance metrics targets assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2024 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions. As of September 30, 2024, the unamortized compensation expense for the RSUs, the PSUs, the time-based and the performance-based stock options per the 2024 Executive Awards was $14.7 million.

For details on the 2023, 2022, and 2021 Executive Awards refer to Part II, Item 8, Note 9 —Stock-Based Compensation and Employee Benefit Plansin our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

As of September 30, 2024, and December 31, 2023, the unamortized compensation expense for the RSUs and PSUs per the 2023 Executive Awards was $2.1 million and $7.0 million, respectively.

As of September 30, 2024, and December 31, 2023, the unamortized compensation expense for the RSUs and PSUs per the 2022 Executive Awards was $1.4 million and $6.2 million, respectively.

As of September 30, 2024, and December 31, 2023, the unamortized compensation expense for the RSUs and PSUs per the 2021 Executive Awards was $4.7 million and $8.2 million.

The following table presents the stock activity and the total number of shares available for grant under our stock plans:

2018 Employee Stock Purchase Plan

For details on the 2018 Employee Stock Purchase Plan (the “2018 ESPP”), refer to Part II, Item 8, Note 9 —Stock-Based Compensation and Employee Benefit Plansin our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

During the three and nine months ended September 30, 2024, we recognized $2.7 million and $4.0 million of stock-based compensation costs for the 2018 ESPP, respectively. During the three and nine months ended September 30, 2023, we recognized $0.1 million and $12.5 million of stock-based compensation costs for the 2018 ESPP, respectively.

During the three and nine months ended September 30, 2024, we issued 417,467 and 1,049,955 shares, respectively. During the three and nine months ended September 30, 2023, we issued 426,170 and 875,695 shares, respectively. We added 2,418,528 and 2,239,563 shares to the 2018 ESPP for the nine months ended September 30, 2024, and 2023, respectively. We didnot add any shares to the 2018 ESPP for the three months ended September 30, 2024, and 2023. There were 16,573,157 and 15,204,584 shares available for issuance as of September 30, 2024, and December 31, 2023, respectively.

As of September 30, 2024, and December 31, 2023, we had $7.9 million and $8.8 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 1.1 years and 0.8 years, respectively.

10. Related Party Transactions

There have beenno changes in related party relationships during the nine months ended September 30, 2024. For information on our related party transactions, see Part II, Item 8, Note 12 — Related Party Transactions in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Our operations include the following related party transactions (in thousands):

1 Includes revenue from (a) Korean JV and (b) SK ecoplant, which became a related party on September 23, 2023; however we had transactions with SK ecoplant in prior periods.

2 Includes expenses billed by SK ecoplant to Korean JV for headcount support services.

3 Includes rent expenses per operating lease agreements entered between Korean JV and SK ecoplant and miscellaneous expenses billed by SK ecoplant to Korean JV.

4 Interest expense per two term loans entered between Korean JV and SK ecoplant in fiscal year 2023.

Below is the summary of outstanding related party balances as of September 30, 2024, and December 31, 2023 (in thousands):

1 Balances relate to operating leases entered between Korean JV and SK ecoplant.

2 Represents the total balance oftwo term loans entered between Korean JV and SK ecoplant in fiscal year 2023.

11. Restructuring

In September 2023, as a result of a review of current strategic priorities and resource allocation, we approved the restructuring plan intended to realign our operational focus to support our multi-year growth, scale the business, and improve our cost structure and operating margins. Please refer to Part II, Item 8, Note 12 —Restructuringin our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for details.

For the nine months ended September 30, 2024, the impact from the restructuring on our condensed consolidated statements of operations was not material. We expect to incur $4.0 million in restructuring costs in subsequent quarters, out of which we expect $3.5 million will relate to relocation costs and $0.5 million will relate to other restructuring costs. However, the actual timing and amount of costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material.

The following table presents our current liability as accrued for restructuring charges on our condensed consolidated balance sheets. The table sets forth an analysis of the components of the restructuring charges and payments made against the accrual for the nine months ended September 30, 2024 (in thousands):

At September 30, 2024, and December 31, 2023, facility closure costs, severance, and other restructuring costs were included in accrued expenses and other current liabilities in our condensed consolidated balance sheets.

12. Commitments and Contingencies

Commitments

Purchase Commitments with Suppliers and Contract Manufacturers — In order to reduce manufacturing lead-times for an adequate supply of inventories, we have agreements with our component suppliers and contract manufacturers to allow long lead-time component inventory procurement based on a rolling production forecast. We are contractually obligated to purchase long lead-time component inventory procured by certain manufacturers in accordance with our forecasts. We can generally give notice of order cancellation at least 90 days prior to the delivery date. However, we occasionally issue purchase orders to our component suppliers and third-party manufacturers that are not cancellable. As of September 30, 2024, and December 31, 2023, we hadno material open purchase orders with our component suppliers and third-party manufacturers that are expected to be realized within more than a 12-month period and are not cancellable.

Performance Guarantees — We guarantee the performance of the Energy Servers at certain levels of output and efficiency to our customers over the contractual term. We monitor the need for any accruals arising from such guaranties, which are calculated as the difference between committed and actual power output or between natural gas consumption at warranted efficiency levels and actual consumption, multiplied by the contractual rates with the customer. Amounts payable under these guaranties are accrued in periods when the guaranties are not met and are recorded as service revenue in the condensed consolidated statements of operations. We paid $1.9 million and $18.8 million for the three and nine months ended September 30, 2024, respectively, for such performance guarantees. For the three and nine months ended September 30, 2023, we paid $4.5 million and $24.4 million, respectively, for such performance guarantees.

Letters of Credit —In 2019, pursuant to the PPA II upgrade of the Energy Servers, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative developments and established a cash-collateralized letter of credit facility for this purpose. As of September 30, 2024, and December 31, 2023, the balance of this cash-collateralized letter of credit was $20.5 million and $40.4 million, respectively.

In addition, we have other outstanding letters of credit issued to our customers and other counterparties in the U.S. and international locations under different performance and financial obligations. These letters of credit are collateralized through cash deposited in the controlled bank accounts with the issuing banks and are classified as restricted cash in our condensed consolidated balance sheets. As of September 30, 2024, and December 31, 2023, the balances of the cash-collateralized letters of credit issued to our customers and other counterparties in the U.S. and international locations were $25.6 million and $32.6 million, respectively.

Pledged Funds — In 2019, pursuant to the PPA IIIb upgrade of the Energy Servers, we established a restricted cash fund

of $20.0 million, which had been pledged for aseven-year period to secure our operations and maintenance obligations with respect to the totality of our obligations to the financier. All or a portion of such funds would be released if we meet certain credit rating and/or market capitalization milestones prior to the end of the pledge period. If we do not meet the required criteria within the first five-year period, the funds would still be released to us over the followingtwo years as long as the Energy Servers continue to perform in compliance with our warranty obligations. As of September 30, 2024, and December 31, 2023, the balance of the restricted cash fund was $7.4 million and $7.6 million, respectively.

Contingencies

Indemnification Agreements —We enter into standard indemnification agreements with our customers and certain other business partners in the ordinary course of business. Our exposure under these agreements is unknown because it involves future claims that may be made against us but have not yet been made. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations.

Investment Tax Credits — Our Energy Servers are eligible for federal Investment Tax Credits (the “ITC”) that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the incentives.

Legal Matters —We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matter may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or in future periods.

In June 2021, we filed a petition for writ of mandate and a complaint for declaratory and injunctive relief in the Santa Clara Superior Court against the City of Santa Clara for failure to issue building permits for two of our customer installations and asking the court to require the City of Santa Clara to process and issue the building permits. In October 2021, we filed an amended petition and complaint that asserts additional constitutional and tort claims based on the City’s failure to timely issue the Energy Server permits. On April 21, 2023, the parties executed a settlement agreement which allows our two pending customer installations to proceed under building permits and requires the City of Santa Clara to amend its zoning code so that future installations of Bloom Energy Servers in Santa Clara require only building permits.

In February 2022, Plansee SE/Global Tungsten & Powders Corp. (“Plansee/GTP”), a former supplier, filed a request for expedited arbitration with the World Intellectual Property Organization Arbitration and Mediation Center in Geneva Switzerland (“WIPO”), for various claims allegedly in relation to an Intellectual Property and Confidential Disclosure Agreement between Plansee/GTP and Bloom Energy Corporation. Plansee/GTP’s statement of claims includes allegations of infringement of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003. On April 3, 2022, we filed a complaint against Plansee/GTP in the Eastern District of Texas to address the dispute between Plansee/GTP and Bloom Energy Corporation in a proper forum before a U.S. Federal District Court. Our complaint seeks the correction of inventorship of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003 (the “Patents-in-Suit”); declaratory judgment of invalidity, unenforceability, and non-infringement of the Patents-in-Suit; and declaratory judgment of no misappropriation. Further, our complaint seeks to recover damages we have suffered in relation to Plansee/GTP’s business dealings that, as alleged, constitute acts of unfair competition, tortious interference contract, breach of contract, violations of the Racketeer Influenced and Corrupt Organizations (RICO) Act and violations of the Clayton Antitrust Act. On June 9, 2022, Plansee/GTP filed a motion to dismiss the complaint filed in the Eastern District of Texas and compel arbitration (or alternatively to stay). We filed our opposition on June 30, 2022, Plansee/GTP filed its reply on July 14, 2022, and we filed our sur-reply on July 22, 2022. On February 9, 2023, Magistrate Judge Payne issued a report and recommendation to stay the district court action pending an arbitrability determination by the arbitrator for each claim.

On February 23, 2023, we filed an amended complaint adding additional causes of action and filed objections to the Magistrate’s report and recommendation. On April 26, 2023, Judge Gilstrap overruled our objections to the Magistrate’s report and recommendation and stayed the district court action pending arbitrability determinations by the arbitrator in the WIPO proceeding. The arbitration had been held in abeyance awaiting the decision of the Eastern District of Texas. A hearing by the

arbitrator in WIPO on arbitrability took place on June 27, 2023. On October 2, 2023, the arbitrator in the WIPO proceeding issued a ruling concluding that all the parties’ claims were arbitrable. On November 18, 2023, the arbitrator bifurcated the arbitration into a first phase that will focus on Bloom’s claims directed to improper inventorship of the Patents-in-Suit and Bloom’s defective product claims. Briefing on the first phase will take place throughout 2024 with a potential evidentiary hearing to be scheduled in 2025. We are unable to predict the ultimate outcome of the arbitration at this time.

13. Income Taxes

For the three and nine months ended September 30, 2024, we recorded an income tax provisions of $0.1 million and $0.5 million on pre-tax losses of $14.5 million and $131.9 million for effective tax rates of (0.8)% and (0.4)%, respectively. For the three and nine months ended September 30, 2023, we recorded an income tax provisions of $0.6 million and $1.1 million, respectively, on pre-tax losses of $167.4 million and $311.0 million for effective tax rates of (0.4)% and (0.3)%, respectively.

The effective tax rate for the three and nine months ended September 30, 2024, and 2023, is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets.

14. Net Loss per Share Available to Common Stockholders

Please refer to the condensed consolidated statements of operations for computation of our net loss per share available to common stockholders, basic and diluted.

The following common stock equivalents (in thousands) were excluded from the computation of our net loss per share available to common stockholders, diluted, for the three and nine months presented as their inclusion would have been antidilutive (in thousands):

15. SK ecoplant Strategic Investment

In September 2023, we entered into the Amended and Restated Joint Venture Agreement (the “JVA”) and the Share Purchase Agreement (together, the “Amended JV Agreements”) with SK ecoplant which allowed SK ecoplant to increase its share of the voting rights in the Korean JV to 60% and increased the scope of assembly done by the joint venture facility in the Republic of Korea to full assembly.

In January 2024, SK ecoplant increased its capital contribution to Korean JV by $3.9 million, which increased its voting rights in the Korean JV to 60%. However, as of September 30, 2024, we continue to consolidate the Korean JV in our financial statements as we remain a primary beneficiary of this joint venture.

The following are the aggregate carrying values of the Korean JV’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, as of September 30, 2024, and December 31, 2023 (in thousands):

For a description of the strategic investment with SK ecoplant Co., Ltd. (“SK ecoplant”, formerly known as SK Engineering & Construction Co., Ltd.), a subsidiary of the SK Group, please refer to Part II, Item 8, Note 17 —SK ecoplant Strategic Investmentin our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

16. Subsequent Events

There have been no subsequent events that occurred during the period subsequent to the date of these unaudited condensed consolidated financial statements that would require adjustment to our disclosure in the unaudited condensed consolidated financial statements as presented.