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Nature of Business and Liquidity
9 Months Ended
Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business and Liquidity
Nature of Business and Liquidity
Nature of Business
Bloom Energy Corporation (together with its subsidiaries, the Company or Bloom Energy) designs, manufactures and sells solid-oxide fuel cell systems, or Energy Servers, for on-site power generation. The Company’s Energy Servers utilize an innovative fuel cell technology. The Energy Servers provide efficient energy generation with reduced operating costs and lower greenhouse gas emissions. By generating power where it is consumed, the systems offer increased electrical reliability and improved energy security while providing a path to energy independence. The Company was originally incorporated in Delaware under the name of Ion America Corporation on January 18, 2001 and was renamed on September 16, 2006 to Bloom Energy Corporation. To date, substantially all of the Company’s revenue has been derived from customers based in the United States.
Liquidity
The Company incurred operating losses and negative cash flows from operations since its inception. The Company’s ability to achieve its long-term business objectives is dependent upon, among other things, raising additional capital, the acceptance of its products and attaining future profitability. Management believes that the Company will be successful in raising additional financing from its stockholders or from other sources, in expanding operations and in gaining market share. In July 2018, the Company successfully completed an initial public stock offering (IPO) with the sale of 20,700,000 shares of Class A common stock at a price of $15.00 per share, resulting in net cash proceeds of $282.3 million net of underwriting discounts, commissions and offering costs. However, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are favorable or at all.
Common Stock
In July 2018 and just prior to the closing of the Company's IPO, the Board of Directors (the "Board") and stockholders approved the Twelfth Amended and Restated Certificate of Incorporation which authorized two new classes of common stock, Class A common stock and Class B common stock, and did not reauthorize the old 113,333,333 shares of common stock. As of July 18, 2018, the Company has 400,000,000 shares of Class A common stock authorized with a par value of $0.0001 per share and 400,000,000 shares of Class B common stock authorized with a par value of $0.0001 per share. All shares of old common stock outstanding immediately prior to the IPO were converted into an equivalent number of shares of Class B common stock. Shares of Class B common stock are voluntarily convertible into shares of Class A common stock at the option of the holder upon transfer.  Class B common stock will automatically convert into Class A common stock without further action by the Company or the holder thereof, into Class A Common Stock, on the first to occur: (i) the fifth anniversary of the IPO, (ii) when the outstanding shares of Class B Common Stock represent less than five percent (5)% of the aggregate number of shares of Class A and Class B Common Stock then outstanding, (iii) a date and time, or upon an event specified in writing and delivered by KR Sridhar to the Board to convert all shares of Class B Common Stock, or (iv) immediately following the date of the death of KR Sridhar, whichever comes first.
Still authorized are 80,461,552 shares of Convertible Redeemable Preferred Stock having rights and preferences, including voting rights, designated from time to time by the Board. All shares of Convertible Redeemable Preferred Stock outstanding immediately prior to the IPO were automatically converted into an equivalent number of shares of Class B common stock.
Holders of Class A common stock are entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of stockholders. Holders of Class B common stock are entitled to ten votes for each share of Class B common stock held on all matters submitted to a vote of stockholders. Except with respect to voting, the rights, preferences, powers and restrictions of the holders of Class A and Class B common stock are identical.
In July 2018, the Company completed an initial public offering of its common shares wherein 20,700,000 shares of Class A common stock were sold into the market. Added to existing shares of Class B common stock were shares mandatorily converted from various financial instruments as a result of the IPO. See Note 8 - Convertible Notes, Convertible Preferred Stock and Common and Preferred Stock Warrants.