Related Party Transactions

The Company’s operations included the following related party transactions (in thousands):



	Years Ended December 31,
	2018		2017		2016

Total revenue from related parties	$	32,381	$	2,176	$	2,126
Interest expense to related parties	8,893		12,265		7,631
Consulting expenses paid to related parties (included in general and administrative expense)	125		206		206

As of December 31, 2018 and 2017, the Company had $64.1 million and $107.0 million, respectively, in debt and convertible notes from investors considered to be related parties.

Bloom Energy Japan Limited

In May 2013, the Company entered into a joint venture with Softbank Corp., which is accounted for as an equity method investment. Under this arrangement, the Company sells Energy Servers and provides maintenance services to the joint venture. Accounts receivable from this joint venture was $3.3 million as of December 31, 2018 and immaterial as of December 31, 2017.

8% Convertible Promissory Notes

In December 2014, the Company entered into a three year $132.2 million convertible promissory note agreements with certain investors, including $10.0 million each from related parties Alberta Investment Management Corporation, KPCB Holdings, Inc. and New Enterprise Associates. The loans, which bear a fixed interest rate of 8.0% compounded monthly, were due at maturity or at the election of the investor with accrued interest due in December of each year which, at the election of the investor, can be paid or accrued. Investors have the right to convert the unpaid principal and accrued interest to Series G convertible preferred stock at any time at the price of $38.64. Under original terms, if an initial public offering occurs prior to the payment in full, the outstanding principal and accrued interest will mandatorily convert into Series G convertible preferred stock.

As of December 31, 2017 the Company had $38.3 million in 8% Convertible Promissory Notes from investors considered to be related parties. Upon completion of the initial public offering in July 2018, the Company converted $40.1 million principal and interest outstanding into 1,038,050 shares of Series G convertible preferred stock which concurrently converted into an equal number of shares of Series B common stock.

6% Convertible Promissory Notes (Originally 5% Convertible Promissory Notes)

In December 2015, January 2016 and September 2016 the Company entered into promissory note agreements with related parties New Enterprise Associates, KPCB Holdings, Inc. and other non-related parties. The total value of the promissory notes is $260.0 million and originally bore a 5% fixed interest rate, compounded monthly, and are entirely due at maturity. Due to a reduction of collateral as a result of the issuance of other notes, a 1% interest increase was negotiated changing the interest rate from 5% to 6% effective July 1, 2017.

As of December 31, 2018 and 2017, the amount outstanding to the related parties was $27.7 million and $26.8 million, respectively, including accrued interest. At the election of the investors, the accrued interest and the unpaid principal can be converted into common stock at any time. In certain circumstances, the notes are also redeemable at the Company’s option, in whole or in part, in connection with a change of control or at a qualified IPO at a redemption price. In January 2018, the Company amended the terms of the 6% Notes to extend the convertible put option dates to December 2019, which investors could elect only if the IPO did not occur prior to December 2019. The Company issued these convertible notes with conversion features. These conversion features were evaluated under ASC topic 815-40, were determined to be embedded derivatives and were bifurcated from the debt and were classified prior to the IPO as liabilities on the consolidated balance sheets. The Company recorded these derivative liabilities at fair value and adjusted the carrying value to their estimated fair value at each reporting date with the increases or decreases in the fair value recorded as a gain (loss) on revaluation of warrant liabilities and embedded derivatives in the consolidated statements of operations. Upon the IPO, the final valuation of the conversion feature was calculated as of the date of the IPO and was reclassified from a derivative liability to additional paid-in capital.

Term Loan due September 2028

In 2013 and 2014, the Company obtained a $45.0 million term loan from related party Alberta Investment Management Corporation (Alberta) to fund the purchase and installation of Energy Servers related to PPA IIIa due September 2028. The Company repaid $1.4 million and $0.9 million of outstanding debt to Alberta in the years ended December 31, 2018 and 2017, respectively. Furthermore, the Company paid $3.1 million, $3.2 million and $3.3 million of interest to Alberta in the years ended December 31, 2018, 2017 and 2016, respectively. The unpaid principal balance of the loan as of December 31, 2018 and 2017 was $40.5 million and $41.9 million, respectively.

Consulting Arrangement

In January 2009, the Company entered into a consulting agreement with General Colin L. Powell, a member of the Company’s board of directors, pursuant to which General Powell performs certain strategic planning and advisory services for the Company. Pursuant to this consulting agreement, General Powell receives compensation of $125,000 per year and reimbursement for reasonable expenses.

Participation in IPO

In our IPO, certain of our directors, executive officers and 5% stockholders and their affiliates purchased an aggregate of shares of our common stock. Each of those purchases was made through the underwriters or through the directed share program at the IPO price of $15.00 per share. The following table sets forth the aggregate number of shares of our common stock that these directors, executive officers and 5% stockholders and their affiliates purchased in our IPO (dollars in thousands):



Purchaser	Shares of Class A Common Stock	Total Purchase Price
John T. Chambers	333,333	$	5,000
L. John Doerr	1,333,333	20,000
Colin Powell	333,333	5,000
Entities affiliated with New Enterprise Associates	1,333,333	20,000
Total		$	50,000