8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 3, 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 Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		BE	New York Stock Exchange
(1)	The registrant’s Class B Common Stock is not registered but is convertible into shares of Class A Common Stock at the election of the holder.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02     Results of Operations and Financial Condition

On November 3, 2022, Bloom Energy Corporation (the "Company") announced its financial results for the third quarter ended September 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 November 3, 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:	November 3, 2022	By:	/s/ Gregory Cameron
			Gregory Cameron
			Executive Vice President and Chief Financial Officer

EX-99.1

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Exhibit 99.1

Bloom Energy Announces Third Quarter 2022 Financial Results

SAN JOSE, Calif., November 3, 2022 -- Bloom Energy Corporation (NYSE: BE) today announced financial results for its third quarter ended September 30, 2022.

Third Quarter Highlights

•Record third quarter revenue of $292.3 million in 2022, an increase of 41.1% compared to $207.2 in the third quarter of 2021.

•Gross Margin of 17.4% in the third quarter of 2022, compared to gross margin of 17.8% in the third quarter of 2021.

•Non-GAAP gross margin was 19.1% in the third quarter of 2022, compared to non-GAAP gross margin of 19.2% in the third quarter of 2021.

•Raised $388.7 million through new class A common stock offering.

•Reaffirming our 2022 financial outlook.

Commenting on third quarter results, KR Sridhar, founder, chairman, and CEO of Bloom Energy said,

“Bloom Energy is continuing to execute at a high level. Our commercial and industrial consumers want

pragmatic solutions that can power their growth today and meet their zero-carbon needs in the future.

In Bloom, our customers have a peerless platform that is purposeful and practical, offering energy

security, economic security, and environmental security.”

Greg Cameron, executive vice president and CFO of Bloom Energy added, “We had a very strong operating quarter, delivering record third quarter revenue and strengthening our liquidity position to fund our growth.We remain confident in our business and are reaffirming our 2022 financial guidance.”

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Exhibit 99.1

Summary of Key Financial Metrics

Preliminary Summary GAAP Profit and Loss Statements

($000)	Q322		Q222	Q321
Revenue	292,274		243,236	207,228
Cost of Revenue	241,330		245,206	170,345
Gross Profit (loss)	50,944		(1,970)	36,833
Gross Margin %	17.4%		(0.8%)	17.8%
Operating Expenses	103,536		100,203	80,772
Operating Loss	(52,592)		(102,173)	(43,889)
Operating Margin %	(18.0%)		(42.0%)	(21.2)	%
Non-operating Expenses1	4,485		16,627	8,481
Net Loss	(57,077)		(118,800)	(52,370)
EPS	$	(0.31)	$ (0.67)	$ (0.30)

1. Includes non-operating expenses, tax provision, noncontrolling interest, and redeemable noncontrolling interest

Preliminary Summary Non-GAAP Financial Information1

($000)	Q322	Q222	Q321
Revenue	292,274	243,236	207,228
Cost of Revenue	236,349	195,639	167,400
Gross Profit	55,925	47,597	39,828
Gross Margin %	19.1%	19.6%	19.2%
Operating Expenses	84,449	72,223	62,571
Operating loss	(28,524)	(24,626)	(22,923)
Operating Margin %	(9.8%)	(10.1%)	(11.1%)
Adjusted EBITDA	(13,076)	(8,314)	(9,777)
EPS	$ (0.20)	$ (0.20)	$ (0.20)

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

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Exhibit 99.1

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, November 3, 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: 450417. Those calling from outside the United States may dial +1 (929) 526-1599 and enter the same passcode: 450417. 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 242063.

Use of Non-GAAP Financial Measures

This release includes certain non-GAAP financial measures as defined by the rules and regulations of the Securities and Exchange Commission (SEC). These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Bloom urges you to review the reconciliations of its non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures set forth in this press release, and not to rely on any single financial measure to evaluate our business. With respect to Bloom’s expectations regarding its 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 due to the uncertainty regarding, and the potential variability of, reconciling items such as stock-based compensation expense. Material changes to reconciling items could have a significant effect on future GAAP results and, as such, we believe that any reconciliation provided would imply a degree of precision that could be confusing or misleading to investors (see SEC Staff Non-GAAP C&DI 102.10 and the Adopting Release).

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.

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Exhibit 99.1

Forward-Looking Statements

This press release contains certain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or the negative of these words or similar terms or expressions that concern Bloom’s expectations, strategy, priorities, plans or intentions. These forward-looking statements include, but are not limited to, Bloom’s expectations regarding revenue growth, margin expansion and its innovative solutions; Bloom’s expectations regarding its growth plans 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 Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022 as filed with the SEC on May 6, 2022 and August 9, 2022, respectively, as well as subsequent reports filed with or furnished to the SEC from time to time. These reports are available on Bloom’s website at www.bloomenergy.com and the SEC’s website at www.sec.gov. Bloom assumes no obligation to, and does not currently intend to, update any such forward-looking statements.

The Investor Relations section of Bloom’s website at investor.bloomenergy.com contains a significant amount of information about Bloom Energy, including financial and other information for investors. Bloom encourages investors to visit this website from time to time, as information is updated and new information is posted.

Investor Relations: Ed Vallejo Bloom Energy +1 (267) 370-9717 Media: Virginia Citrano Bloom Energy press@bloomenergy.com

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Exhibit 99.1

Condensed Consolidated Balance Sheets (preliminary & unaudited) (in thousands)

	September 30,		December 31,
	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	492,120	$	396,035
Restricted cash	42,104		92,540
Accounts receivable	71,184		87,789
Contract assets	25,768		25,201
Inventories	254,895		143,370
Deferred cost of revenue	31,812		25,040
Customer financing receivable	—		5,784
Prepaid expenses and other current assets	46,489		30,661
Total current assets	964,372		806,420
Property, plant and equipment, net	646,768		604,106
Operating lease right-of-use assets	114,053		106,660
Customer financing receivable	—		39,484
Restricted cash	135,098		126,539
Deferred cost of revenue	3,462		1,289
Other long-term assets	38,316		41,073
Total assets	$	1,902,069	$	1,725,571
Liabilities, redeemable convertible preferred stock, redeemable noncontrolling interest and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	120,444	$	72,967
Accrued warranty	13,344		11,746
Accrued expenses and other current liabilities	102,010		114,138
Deferred revenue and customer deposits	98,841		89,975
Operating lease liabilities	12,671		13,101
Financing obligations	16,682		14,721
Recourse debt	12,792		8,348
Non-recourse debt	15,943		17,483
Total current liabilities	392,727		342,479
Deferred revenue and customer deposits	68,727		90,310
Operating lease liabilities	122,412		106,187
Financing obligations	443,665		461,900
Recourse debt	274,742		283,483
Non-recourse debt	179,955		217,416
Other long-term liabilities	8,917		16,772
Total liabilities	1,491,145		1,518,547
Redeemable convertible preferred stock	208,551		208,551
Redeemable noncontrolling interest	—		300
Stockholders’ equity (deficit):

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Exhibit 99.1

Common stock	19		18
Additional paid-in capital	3,691,715		3,219,081
Accumulated other comprehensive loss	(1,531)		(350)
Accumulated deficit	(3,517,311)		(3,263,075)
Total equity (deficit) attributable to Class A and Class B common stockholders	172,892		(44,326)
Noncontrolling interest	29,481		42,499
Total stockholders' equity (deficit)	$	202,373	$	(1,827)
Total liabilities, redeemable convertible preferred stock, redeemable noncontrolling interest and stockholders' equity (deficit)	$	1,902,069	$	1,725,571

Condensed Consolidated Statements of Operations (preliminary & unaudited) (in thousands, except per share data)

	Three Months Ended September 30,
	2022		2021
Revenue:
Product	$	213,243	$	128,550
Installation	22,682		22,172
Service	37,347		39,251
Electricity	19,002		17,255
Total revenue	292,274		207,228
Cost of revenue:
Product	158,176		93,704
Installation	28,333		25,616
Service	41,792		39,586
Electricity	13,029		11,439
Total cost of revenue	241,330		170,345
Gross profit	50,944		36,883
Operating expenses:
Research and development	36,146		27,634
Sales and marketing	23,275		20,124
General and administrative	44,115		33,014
Total operating expenses	103,536		80,772
Loss from operations	(52,592)		(43,889)
Interest income	1,109		72
Interest expense	(13,099)		(14,514)
Loss on extinguishment of debt	—		—
Other income, net	4,472		2,011
Gain (loss) on revaluation of embedded derivatives	54		(184)
Loss before income taxes	(60,056)		(56,504)
Income tax provision	336		158

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Exhibit 99.1

Net loss	(60,392)		(56,662)
Less: Net loss attributable to noncontrolling interest	(3,315)		(4,309)
Net loss attributable to Class A and Class B common stockholders	$	(57,077)	$	(52,353)
Less: Net income attributable to redeemable noncontrolling interest	—		17
Net loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest	$	(57,077)	$	(52,370)
Net loss per share available to Class A and Class B common stockholders, basic and diluted	$	(0.31)	$	(0.30)
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic and diluted	186,487		174,269

Condensed Consolidated Statement of Cash Flows (preliminary & unaudited) (in thousands)

	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities:
Net loss	$	(264,304)	$	(144,864)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	46,182		40,079
Non-cash lease expense	18,153		7,161
Gain on sale of property, plant and equipment	(523)		—
Write-off of assets related to PPA IIIa	44,800		—
Revaluation of derivative liabilities	(9,640)		486
Stock-based compensation	81,460		57,309
Gain on remeasurement of investment	—		(1,966)
Loss on extinguishment of debt	4,233		—
Amortization of warrants and debt issuance costs	2,355		2,824
Unrealized foreign currency exchange loss	3,086		184
Other	3,487		—
Changes in operating assets and liabilities:
Accounts receivable	15,758		34,236
Contract assets	(567)		(24,418)
Inventories	(110,797)		(39,953)
Deferred cost of revenue	(8,856)		7,307
Customer financing receivable	2,510		4,022
Prepaid expenses and other assets	(15,766)		236
Other long-term assets	(730)		(374)
Operating lease right-of-use assets and operating lease liabilities	2,162		(7,593)
Finance lease liabilities	499		—
Accounts payable	38,642		37,795
Accrued warranty	1,597		(2,357)

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Exhibit 99.1

Accrued expenses and other liabilities	502		(26,178)
Deferred revenue and customer deposits	(12,716)		(53,181)
Other long-term liabilities	(9,980)		1,289
Net cash used in operating activities	(168,453)		(107,956)
Cash flows from investing activities:
Purchase of property, plant and equipment	(80,907)		(44,625)
Net cash acquired from step acquisition	—		3,114
Net cash used in investing activities	(80,907)		(41,511)
Cash flows from financing activities:
Repayment of debt of PPA IIIa	(30,212)		—
Repayment of debt	(17,262)		(11,017)
Debt make-whole payment related to PPA IIIa debt	(2,413)		—
Proceeds from financing obligations	—		7,534
Repayment of financing obligations	(28,821)		(10,174)
Contributions from noncontrolling interests	2,815		—
Distributions to redeemable noncontrolling interests	—		(37)
Distributions to noncontrolling interests	(5,972)		(5,285)
Proceeds from issuance of common stock	15,150		72,109
Proceeds from Class A common share offering	385,396		—
Public share offering costs	(13,407)		—
Other cash payments	(63)		—
Net cash provided by financing activities	305,211		53,130
Effect of exchange rate changes on cash, cash equivalent and restricted cash	(1,643)		(472)
Net decrease in cash, cash equivalents and restricted cash	54,208		(96,809)
Cash, cash equivalents and restricted cash:
Beginning of period	615,114		416,710
End of period	$	669,322	$	319,901

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Exhibit 99.1

Reconciliation of GAAP to Non-GAAP Financial Measures (preliminary & unaudited) (in thousands, except percentages)

	Q322		Q222	Q321
GAAP revenue	292,274		243,236	207,228
GAAP cost of sales	241,330		245,206	170,345
GAAP gross profit (loss)	50,944		(1,970)	36,883
Non-GAAP adjustments:
Stock-based compensation expense	4,981		4,767	2,945
PPA IIIa repowering impairment charge	-		44,800	-
Non-GAAP gross profit	55925		47,597	39,828
GAAP gross margin %	17.4%		(0.8%)	17.8%
Non-GAAP adjustments	1.7%		20.4%	1.4%
Non-GAAP gross margin %	19.1	%	19.6%	19.2%

	Q322	Q222	Q321
GAAP loss from operations	(52,592)	(102,173)	(43,889)
Non-GAAP adjustments:
Stock-based compensation expense	24,031	32,599	20,966
PPA IIIa repowering impairment charge	-	44,800	-
Amortization of acquired intangible assets	37	148	-
Non-GAAP loss from operations	(28,524)	(24,626)	(22,923)
GAAP operating margin %	(18.0%)	(42.0%)	(21.2%)
Non-GAAP adjustments	8.2%	31.9%	10.1%
Non-GAAP operating margin %	(9.8%)	(10.1%)	(11.1%)

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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)

	Q322	Diluted net earnings per share		Q222	Diluted net earnings per share	Q321	Diluted net earnings per share
GAAP net loss	(57,077)	$	(0.31)	(118,800)	$ (0.67)	(52,370)	$ (0.30)
Non-GAAP adjustments:
Loss for non-controlling interests and redeemable noncontrolling interest	(3,315)	(0.02)		(2,365)	(0.01)	(4,292)	(0.02)
Loss (gain) on derivatives liabilities	(54)	(0.00)		(38)	(0.00)	184	0
Gain on the fair value adjustments for certain PPA derivatives	-	-		-	-	(125)	(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	37	0		148	0	-	-
Stock-based compensation expense	24,031	0.13		32,599	0.18	20,966	0.12
Non-GAAP net loss	(36,378)	$	(0.20)	(36,020)	$ (0.20)	(35,637)	$ (0.20)

	Q322		Q222		Q321
Numerator:
GAAP net loss	-57077		(118,800)		(52,370)
Non-GAAP net loss	-36378		(36,020)		(35,637)
Denominator:
Weighted-average shares used to compute basic net earnings per share	186487		178,507		174,269
Weighted-average shares used to compute diluted net earnings per share	186487		178,507		174,269
GAAP net earnings per share
Basic	$	(0.31)	$	(0.67)	$	(0.30)
Diluted	$	(0.31)	$	(0.67)	$	(0.30)
Non-GAAP net earnings per share
Basic	$	(0.20)	$	(0.20)	$	(0.20)
Diluted	$	(0.20)	$	(0.20)	$	(0.20)

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Exhibit 99.1

GAAP Net Loss to Adjusted EBITDA reconciliation (preliminary & unaudited) (in thousands)

	Q322	Q222	Q321
GAAP net loss	(57,077)	(118,800)	(52,370)
Non-GAAP adjustments:
Loss for non-controlling interests and redeemable noncontrolling interest	(3,315)	(2,365)	(4,292)
Loss (gain) on derivatives liabilities	(54)	(38)	184
Gain on the fair value adjustments for certain PPA derivatives	—	-	(125)
Goodwill impairment	—	1,957	-
Stock-based compensation expense	24,031	32,599	20,966
Depreciation & Amortization	15,485	16,461	13,271
Provision (benefit) for Income Tax	336	(12)	158
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	7,518	11,405	12,431
Adjusted EBITDA	(13,076)	(8,314)	(9,777)

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.

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Exhibit 99.1

Reconciliations of each of these non-GAAP financial measures to GAAP information are included in the tables above or elsewhere in the materials accompanying this news release.

Use and economic substance of non-GAAP financial measures used by Bloom Energy

Non-GAAP gross profit (loss) and non-GAAP gross margin are defined to exclude charges relating to stock-based compensation expense 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.

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Exhibit 99.1

•Adjusted weighted average shares outstanding attributable to common (Basic and Diluted) includes adjustments to reflect assumed conversion of certain convertible promissory notes.

•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

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Exhibit 99.1

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 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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XML

Cover	Aug. 09, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 03, 2022
Entity Registrant Name	BLOOM ENERGY CORPORATION
Entity File Number	001-38598
Entity Tax Identification Number	77-0565408
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	95134
Entity Address, State or Province	CA
Entity Address, City or Town	San Jose,
Entity Address, Address Line One	4353 North First Street,
Local Phone Number	543-1500
City Area Code	408
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	BE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001664703