Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

On September 23, 2023, all 13,491,701 shares of the Series B RCPS (i.e., the Second Tranche Shares) were automatically converted into shares of our Class A common stock. For more information on the Second Tranche Closing, see Note 17 — SK ecoplant Strategic Investment. Consequently, SK ecoplant became a principal owner of an aggregate of 23,491,701 shares of our Class A common stock, including (i) 10,000,000 shares held with sole voting and investment power (as a result of the conversion of 10,000,000 shares of our Series A RCPS into 10,000,000 shares of our Class A common stock on November 8, 2022) and (ii) 13,491,701 shares held with shared voting and investing power with Econovation LLC, 51.67% and 48.33% of which is owned by SK ecoplant and Blooming Green Energy, respectively, as the assignee of the Second Tranche Shares. SK ecoplant is considered to be a related party as of September 23, 2023, and became entitled to nominate a member to the Board of Directors of Bloom. As of December 31, 2023, SK ecoplant’s beneficial ownership of our Class A common stock represents 10.5% of our outstanding Class A common stock.

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

	Years Ended December 31,
	2023		2022		2021
Total revenue from related parties1	$	487,240	$	36,281	$	16,038
Cost of product revenue2	133		—		—
General and administrative expenses3	812		—		—
Interest expense4	84		—		—

1 Includes revenue from SK ecoplant for the year ended December 31, 2023, which became a related party on September 23, 2023, however we had transactions with SK ecoplant in prior periods (see Note 17 — SK ecoplant Strategic Investment). Revenue from related parties for the years ended December 31, 2022 and 2021 relate to Korean JV in its entirety.

2 Includes expenses billed by SK ecoplant to Korean JV for headcount support, maintenance and other services.

3 $0.6 million relate to rent expenses per operating lease agreements entered between Korean JV and SK ecoplant, $0.2 million relate to 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 2023 (see Note 7 — Outstanding Loans and Security Agreements).

Below is the summary of outstanding related party balances as of December 31, 2023 and December 31, 2022 (in thousands):

	December 31,
	2023		2022
Accounts receivable	$	262,031	$	4,257
Contract assets	6,872		—
Deferred cost of revenue, current	875		—
Prepaid expenses and other current assets (Note 17)	2,257		—
Operating lease right-of-use assets1	2,031		—
Other long-term assets (Note 17)	9,069		—
Accounts payable	77		—
Accrued expenses and other current liabilities	3,427		—
Deferred revenue and customer deposits, current	1,707		—
Operating lease liabilities, current1	440		—
Deferred revenue and customer deposits, long-term	6,709		—
Operating lease liabilities, non-current1	1,617		—
Non-recourse debt2 (Note 7)	4,627		—

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

2 Represent the total balance of two term loans entered between Korean JV and SK ecoplant in fiscal 2023 (see Note 7 — Outstanding Loans and Security Agreements).

Bloom Energy Japan Limited

In May 2013, we entered into a joint venture with Softbank Corp. (“Softbank”), which was accounted for as an equity method investment. Under this arrangement, we sold the Energy Servers and provided maintenance services to the joint venture. On July 1, 2021 (the “BEJ Closing Date”), we acquired Softbank’s 50% interest in the joint venture for a cash payment of $2.0 million and subject to a $3.6 million earn out. As of the BEJ Closing Date, Bloom Energy Japan Limited (“Bloom Energy Japan”) is no longer considered a related party. For the year ended December 31, 2021 we recognized related party revenue of $1.6 million.

SK ecoplant Joint Venture and Strategic Partnership

In September 2019, we entered into a joint venture agreement with SK ecoplant to establish a light-assembly facility in the Republic of Korea for sales of certain portions of our Energy Servers for the stationary utility and commercial and industrial market in the Republic of Korea. Based on the expanded relationship between us and SK ecoplant, the joint venture in 2022 and 2023 was further extended. The joint venture is a VIE of Bloom and we consolidate it in our financial statements as we are the primary beneficiary and therefore have the power to direct activities which are most significant to the joint venture. For the years ended December 31, 2023, 2022 and 2021, we recognized related party revenue of $37.3 million, $36.3 million and $14.5 million, respectively. As of December 31, 2023 and 2022, we had outstanding accounts receivable of $19.6 million and $4.3 million, respectively.

For additional information, see Note 17 — SK ecoplant Strategic Investment.