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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________
FORM 10-Q
(Mark One) 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ____________to ____________
 Commission File Number: 001-38598 
________________________________________________________________________

Bloom_Logo (002).jpg

BLOOM ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
________________________________________________________________________
Delaware77-0565408
(State or other jurisdiction of incorporation or organization)(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)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.0001 par valueBENew York Stock Exchange
________________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  þ     Accelerated filer   ¨     Non-accelerated filer   ¨     Smaller reporting company   ¨     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.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨    No  þ
The number of shares of the registrant’s common stock outstanding as of May 7, 2024 was as follows:
Class A Common Stock, $0.0001 par value, 227,020,024 shares
1


Bloom Energy Corporation
Quarterly Report on Form 10-Q for the Three Months Ended March 31, 2024
Table of Contents
 Page
PART I — FINANCIAL INFORMATION
Item 1 — Financial Statements (unaudited)
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Operations
Condensed Consolidated Statements of Comprehensive Loss
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Condensed Consolidated Statements of Cash Flows
Notes to Unaudited Condensed Consolidated Financial Statements
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3 — Quantitative and Qualitative Disclosures About Market Risk
Item 4 — Controls and Procedures
PART II — OTHER INFORMATION
Item 1 — Legal Proceedings
Item 1A — Risk Factors
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 — Defaults Upon Senior Securities
Item 4 — Mine Safety Disclosures
Item 5 — Other Information
Item 6 — Exhibits
Signatures

Unless the context otherwise requires, the terms “Company,” “we,” us,” our,” "Bloom," and Bloom Energy,” each refer to Bloom Energy Corporation and all of its subsidiaries.


2


PART I — FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS

Bloom Energy Corporation
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)

March 31,December 31,
20242023
Assets
Current assets:
Cash and cash equivalents1
$515,957 $664,593 
Restricted cash1
51,387 46,821 
Accounts receivable less allowance for credit losses of $119 as of March 31, 2024 and December 31, 20231, 2
348,422 340,740 
Contract assets3
33,788 41,366 
Inventories1
526,351 502,515 
Deferred cost of revenue4
56,051 45,984 
Prepaid expenses and other current assets1, 5
47,639 51,148 
Total current assets1,579,595 1,693,167 
Property, plant and equipment, net1
496,225 493,352 
Operating lease right-of-use assets1, 6
138,941 139,732 
Restricted cash1
15,378 33,764 
Deferred cost of revenue3,552 3,454 
Other long-term assets1, 7
52,363 50,208 
Total assets$2,286,054 $2,413,677 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable1, 8
$94,231 $132,078 
Accrued warranty9,197 19,326 
Accrued expenses and other current liabilities1, 9
99,307 130,879 
Deferred revenue and customer deposits1, 10
94,696 128,922 
Operating lease liabilities1, 11
20,513 20,245 
Financing obligations36,727 38,972 
Total current liabilities354,671 470,422 
Deferred revenue and customer deposits1, 12
39,912 19,140 
Operating lease liabilities1, 13
141,024 141,939 
Financing obligations404,728 405,824 
Recourse debt843,477 842,006 
Non-recourse debt1, 14
4,458 4,627 
Other long-term liabilities8,634 9,049 
Total liabilities1,796,904 1,893,007 
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock: $0.0001 par value; Class A shares — 600,000,000 shares authorized, and 226,933,763 shares and 224,717,533 shares issued and outstanding and Class B shares — 600,000,000 shares authorized and no shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
21 21 
Additional paid-in capital4,394,148 4,370,343 
Accumulated other comprehensive loss(2,139)(1,687)
Accumulated deficit(3,925,915)(3,866,599)
Total equity attributable to common stockholders
466,115 502,078 
Noncontrolling interest23,035 18,592 
Total stockholders’ equity$489,150 $520,670 
Total liabilities and stockholders’ equity$2,286,054 $2,413,677 

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 $292.4 million and $262.0 million as of March 31, 2024 and December 31, 2023, respectively.
3 Including amounts from related parties of $3.5 million and $6.9 million as of March 31, 2024 and December 31, 2023, respectively.
4 Including amounts from related parties of $0.9 million as of December 31, 2023. There were no amounts from related parties as of March 31, 2024.
5 Including amounts from related parties of $2.2 million and $2.3 million as of March 31, 2024 and December 31, 2023, respectively.
6 Including amounts from related parties of $1.9 million and $2.0 million as of March 31, 2024 and December 31, 2023, respectively.
7 Including amounts from related parties of $8.3 million and $9.1 million as of March 31, 2024 and December 31, 2023, respectively.
8 Including amounts from related parties of $0.1 million as of December 31, 2023. There were no amounts from related parties as of March 31, 2024.
9 Including amounts from related parties of $6.1 million and $3.4 million as of March 31, 2024 and December 31, 2023, respectively.
10 Including amounts from related parties of $5.7 million and $1.7 million as of March 31, 2024 and December 31, 2023, respectively.
11 Including amounts from related parties of $0.4 million and $0.4 million as of March 31, 2024 and December 31, 2023, respectively.
12 Including amounts from related parties of $3.5 million and $6.7 million as of March 31, 2024 and December 31, 2023, respectively.
13 Including amounts from related parties of $1.4 million and $1.6 million as of March 31, 2024 and December 31, 2023, respectively.
14 Including amounts from related parties of $4.5 million and $4.6 million as of March 31, 2024 and December 31, 2023, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.
3


Bloom Energy Corporation
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

 Three Months Ended
March 31,
 20242023
 
Revenue:
Product$153,364 $193,745 
Installation11,444 20,525 
Service56,460 40,663 
Electricity14,030 20,258 
Total revenue1
235,298 275,191 
Cost of revenue:
Product115,757 129,613 
Installation15,353 25,100 
Service56,506 51,244 
Electricity9,606 14,967 
Total cost of revenue
197,222 220,924 
Gross profit38,076 54,267 
Operating expenses:
Research and development35,485 45,690 
Sales and marketing13,599 27,111 
General and administrative2
38,009 45,147 
Total operating expenses87,093 117,948 
Loss from operations(49,017)(63,681)
Interest income7,531 1,995 
Interest expense3
(14,546)(11,746)
Other expense, net4
(1,170)(1,343)
Gain on revaluation of embedded derivatives158 117 
Loss before income taxes(57,044)(74,658)
Income tax (benefit) provision
(501)259 
Net loss(56,543)(74,917)
Less: Net income (loss) attributable to noncontrolling interest
981 (3,350)
Net loss attributable to common stockholders
$(57,524)$(71,567)
Net loss per share available to common stockholders, basic and diluted
(0.25)$(0.35)
Weighted average shares used to compute net loss per share available to common stockholders, basic and diluted
225,587 206,724 

1 Including related party revenue of $122.2 million and $0.8 million for the three months ended March 31, 2024, and 2023, respectively.
2 Including related party general and administrative expenses of $0.2 million for the three months ended March 31, 2024. There were no related party general and administrative expenses for the three months ended March 31, 2023.
3 Including related party interest expense of $0.1 million for the three months ended March 31, 2024. There was no related party interest expense for the three months ended March 31, 2023.
4 Including related party other expense, net of $(0.5) million for the three months ended March 31, 2024. There was no related party other expense, net for the three months ended March 31, 2023.
The accompanying notes are an integral part of these condensed consolidated financial statements.
4


Bloom Energy Corporation
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)

Three Months Ended
March 31,
 20242023
 
Net loss$(56,543)$(74,917)
Other comprehensive loss, net of taxes:
Foreign currency translation adjustment(948)(271)
Other comprehensive loss, net of taxes(948)(271)
Comprehensive loss(57,491)(75,188)
Less: Comprehensive income (loss) attributable to noncontrolling interest
485 (3,520)
Comprehensive loss attributable to common stockholders
$(57,976)$(71,668)


The accompanying notes are an integral part of these condensed consolidated financial statements.

5


Bloom Energy Corporation
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(in thousands, except share data)
(unaudited)
Three Months Ended March 31, 2024
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Equity Attributable to Common StockholdersNoncontrolling InterestTotal Stockholders’ Equity
SharesAmount
Balances at December 31, 2023
224,717,533 $21 $4,370,343 $(1,687)$(3,866,599)$502,078 $18,592 $520,670 
Issuance of restricted stock awards1,483,902 — — — — — — — 
ESPP purchase632,688 — 6,297 — — 6,297 — 6,297 
Exercise of stock options99,640 — 519 — — 519 — 519 
Stock-based compensation— — 16,989 — — 16,989 — 16,989 
Contributions from noncontrolling interest— — — — — — 3,958 3,958 
Accrued dividend— — — — (1,620)(1,620)— (1,620)
Legal reserve— — — — 147 147 — 147 
Subsidiary liquidation— — — — (319)(319)— (319)
Foreign currency translation adjustment— — — (452)— (452)(496)(948)
Net (loss) income
— — — — (57,524)(57,524)981 (56,543)
Balances at March 31, 2024
226,933,763 $21 $4,394,148 $(2,139)$(3,925,915)$466,115 $23,035 $489,150 

Three Months Ended March 31, 2023
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Equity Attributable to Common StockholdersNoncontrolling InterestTotal Stockholders’ Equity
SharesAmount
Balances at December 31, 2022
205,664,690 $20 $3,906,491 $(1,251)$(3,564,483)$340,777 $38,039 $378,816 
Issuance of restricted stock awards2,104,904 — — — — — — — 
ESPP purchase449,525 — 7,756 — — 7,756 — 7,756 
Exercise of stock options114,526 — 769 — — 769 — 769 
Stock-based compensation— — 29,294 — — 29,294 — 29,294 
Derecognition of the pre-modified forward contract fair value
— — 76,242 — — 76,242 — 76,242 
Equity component of redeemable convertible preferred stock
— — 16,145 — — 16,145 — 16,145 
Foreign currency translation adjustment— — — (101)— (101)(170)(271)
Net loss— — — — (71,567)(71,567)(3,350)(74,917)
Balances at March 31, 2023
208,333,645 $20 $4,036,697 $(1,352)$(3,636,050)$399,315 $34,519 $433,834 


The accompanying notes are an integral part of these condensed consolidated financial statements.
6


Bloom Energy Corporation
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 Three Months Ended
March 31,
 20242023
Cash flows from operating activities:
Net loss$(56,543)$(74,917)
Adjustments to reconcile net loss to net cash used in operating activities:  
Depreciation and amortization12,518 18,150 
Non-cash lease expense8,951 7,934 
(Gain) loss on disposal of property, plant and equipment
(2)191 
Revaluation of derivative contracts(158)(117)
Stock-based compensation18,136 27,743 
Amortization of debt issuance costs
1,471 665 
Unrealized foreign currency exchange loss1,136 28 
Other
(50) 
Changes in operating assets and liabilities:
Accounts receivable1
(7,615)(78,872)
Contract assets2
7,578 (1,051)
Inventories(24,965)(127,666)
Deferred cost of revenue3
(10,183)5,793 
Prepaid expenses and other current assets4
3,509 (4,527)
Other long-term assets5
(2,155)(128)
Operating lease right-of-use assets and operating lease liabilities(8,807)(7,507)
Finance lease liabilities97 244 
Accounts payable6
(33,455)(26,835)
Accrued warranty(10,129)(7,876)
Accrued expenses and other current liabilities7
(32,996)(32,277)
Deferred revenue and customer deposits8
(13,454)(13,108)
Other long-term liabilities(150)(577)
Net cash used in operating activities(147,266)(314,710)
Cash flows from investing activities:
Purchase of property, plant and equipment(21,435)(26,574)
Proceeds from sale of property, plant and equipment
7  
Net cash used in investing activities(21,428)(26,574)
Cash flows from financing activities:
Repayment of debt (9,892)
Proceeds from financing obligations1,334 1,163 
Repayment of financing obligations(4,958)(4,266)
Proceeds from issuance of common stock6,816 8,525 
Contributions from noncontrolling interest
3,958  
Proceeds from issuance of redeemable convertible preferred stock 310,957 
Net cash provided by financing activities
7,150 306,487 
Effect of exchange rate changes on cash, cash equivalent, and restricted cash
(912)(124)
Net decrease in cash, cash equivalents, and restricted cash(162,456)(34,921)
Cash, cash equivalents, and restricted cash:
Beginning of period745,178 518,366 
End of period$582,722 $483,445 
Supplemental disclosure of cash flow information:
Cash paid during the period for interest$9,714 $13,409 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases8,742 7,446 
Operating cash flows from finance leases65 254 
Cash paid during the period for income taxes327 213 
Non-cash investing and financing activities:
Liabilities recorded for property, plant and equipment, net$3,539 $4,517 
Recognition of operating lease right-of-use asset during the year-to-date period4,062 6,535 
Recognition of finance lease right-of-use asset during the year-to-date period97 244 
Accrual for dividend1,620  
Derecognition of the pre-modified forward contract fair value
 76,242 
Equity component of redeemable convertible preferred stock
 16,145 

1 Including changes in related party balances of $30.3 million and $4.3 million for the three months ended March 31, 2024 and 2023, respectively.
2 Including changes in related party balances of $3.3 million for the three months ended March 31, 2024. There were no associated related party balances as of March 31, 2023.
3 Including changes in related party balances of $0.9 million for the three months ended March 31, 2024. There were no associated related party balances as of March 31, 2023.
4 Including changes in related party balances of $0.1 million for the three months ended March 31, 2024. There were no associated related party balances as of March 31, 2023.
5 Including changes in related party balances of $0.8 million for the three months ended March 31, 2024. There were no associated related party balances as of March 31, 2023.
6 Including changes in related party balances of $0.1 million for the three months ended March 31, 2024. There were no associated related party balances as of March 31, 2023.
7 Including changes in related party balances of $2.7 million for the three months ended March 31, 2024. There were no associated related party balances as of March 31, 2023.
8 Including changes in related party balances of $0.8 million for the three months ended March 31, 2024. There were no associated related party balances as of March 31, 2023.

The accompanying notes are an integral part of these condensed consolidated financial statements.
7


Bloom Energy Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
The unaudited interim 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 interim 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 during 2023, 2022 and 2021, we had $843.5 million and $4.5 million of total outstanding recourse and non-recourse debt, respectively, as of March 31, 2024, which was classified as long-term debt.
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 Energy Servers, 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 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
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 condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), including all disclosures required by generally accepted accounting principles as applied in the United States (“U.S. GAAP”).
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.
8


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 for the three months ended March 31, 2024 is attributable to operations with customers in the Republic of Korea, Japan, India and Taiwan (collectively referred to as the “Asia Pacific region”), and for the three months ended March 31, 2023 — to operations in the U.S.. The majority of our long-lived assets are attributable to operations in the U.S. for all periods presented. For the three months ended March 31, 2024 and 2023, total revenue in the Asia Pacific region was 60% and 5%, respectively, of our total revenue.
Credit Risk At March 31, 2024 and December 31, 2023, one customer that is our related party (see Note 10 — Related Party Transactions) accounted for approximately 84% and 74% of accounts receivable, respectively.
Customer Risk — During the three months ended March 31, 2024, revenue from two customers accounted for approximately 52% and 15% of our total revenue. During the three months ended March 31, 2023, two customers represented approximately 41% and 25% 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 Policies in 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 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.


9


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):
March 31,December 31,
 20242023
Accounts receivable$348,422 $340,740 
Contract assets33,788 41,366 
Customer deposits75,140 75,734 
Deferred revenue 59,468 72,328 
Contract assets relate to contracts for which revenue is recognized upon transfer of control of performance obligations, but where billing milestones have not been reached. Customer deposits and deferred revenue include payments received from customers or invoiced amounts prior to transfer of control of performance obligations.
Contract assets and contract liabilities are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current in the condensed consolidated balance sheets when both the milestones other than the passage of time, are expected to be complete and the customer is invoiced within one year of the balance sheet date, and as long-term when both the above-mentioned milestones are expected to be complete, and the customer is invoiced more than one year out from the balance sheet date. Contract liabilities are classified as current in the condensed consolidated balance sheets when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur in more than one year from the balance sheet date.
Contract Assets
Three Months Ended
March 31,
20242023
 
Beginning balance$41,366 $46,727 
Transferred to accounts receivable from contract assets recognized at the beginning of the period(18,123)(10,787)
Revenue recognized and not billed as of the end of the period10,545 11,838 
Ending balance$33,788 $47,778 
Deferred Revenue
Deferred revenue activity during the three months ended March 31, 2024 and 2023, consisted of the following (in thousands):
Three Months Ended
March 31,
20242023
 
Beginning balance$72,328 $94,355 
Additions176,484 224,939 
Revenue recognized(189,344)(231,446)
Ending balance$59,468 $87,848 

Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The primary component of deferred revenue at the end of the period consists of performance obligations relating to the provision of maintenance services under current contracts and future renewal periods.
10


Some of these obligations provide customers with material rights over a period that we estimate to be largely commensurate with the period of their expected use of the associated Energy Servers. As a result, we expect to recognize these amounts as revenue over a period of up to 21 years, predominantly on a relative standalone selling price basis that reflects the cost of providing these services. Deferred revenue also includes performance obligations relating to product acceptance and installation. A significant amount of this deferred revenue is reflected as additions and revenue recognized in the same 12-month period, and a portion of this deferred revenue is expected to be recognized beyond this 12-month period mainly due to deployment schedules.
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):
Three Months Ended
March 31,
20242023
Revenue from contracts with customers: 
Product revenue $153,364 $193,745 
Installation revenue 11,444 20,525 
Services revenue 56,460 40,663 
Electricity revenue 4,827 3,838 
Total revenue from contract with customers226,095 258,771 
Revenue from contracts that contain leases:
Electricity revenue9,203 16,420 
Total revenue$235,298 $275,191 
11


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):
March 31,December 31,
 20242023
As Held:
Cash$112,134 $144,102 
Money market funds470,588 601,076 
$582,722 $745,178 
As Reported:
Cash and cash equivalents$515,957 $664,593 
Restricted cash66,765 80,585 
$582,722 $745,178 
Restricted cash consisted of the following (in thousands):
March 31,December 31,
 20242023
Restricted cash, current
$51,387 $46,821 
Restricted cash, non-current
15,378 33,764 
$66,765 $80,585 
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 cash used in operating activities. We derecognized $80.7 million and $59.6 million of accounts receivable during the three months ended March 31, 2024 and 2023, respectively.
The cost of factoring such accounts receivable on our condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023, was $1.9 million and $0.7 million, respectively. The cost of factoring is recorded in general and administrative expenses.
12


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):
Fair Value Measured at Reporting Date Using
March 31, 2024Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$470,588 $ $ $470,588 
$470,588 $ $ $470,588 
Liabilities
Derivatives:
Embedded EPP derivatives$ $ $4,218 $4,218 
$ $ $4,218 $4,218 

 Fair Value Measured at Reporting Date Using
December 31, 2023Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$601,076 $ $ $601,076 
$601,076 $ $ $601,076 
Liabilities
Derivatives:
Embedded EPP derivatives$ $ $4,376 $4,376 
$ $ $4,376 $4,376 
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.
13


The changes in the Level 3 financial liabilities during the three months ended March 31, 2024 were as follows (in thousands):
Embedded EPP Derivative Liability
Liabilities at December 31, 2023
$4,376 
Changes in fair value(158)
Liabilities at March 31, 2024
$4,218 
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 and Other Items 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):
 March 31, 2024December 31, 2023
 Net Carrying
Value
Fair ValueNet Carrying
Value
Fair Value
   
Debt instruments
Recourse:
3% Green Convertible Senior Notes due June 2028
$616,184 $584,999 $615,205 $673,613 
2.5% Green Convertible Senior Notes due August 2025
227,293 245,985 226,801 260,820 
Non-recourse:
4.6% Term Loan due October 2026
$2,972 $2,807 $3,085 $2,866 
4.6% Term Loan due April 2026
1,486 1,448 1,542 1,479 

6. Balance Sheet Components
Inventories
The components of inventory consisted of the following (in thousands):
March 31,December 31,
 20242023
Raw materials$298,079 $270,414 
Work-in-progress71,137 50,632 
Finished goods157,135 181,469 
$526,351 $502,515 
The inventory reserves were $19.9 million and $18.7 million as of March 31, 2024 and December 31, 2023, respectively.
14


Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
March 31,December 31,
 20242023
   
Receivables from employees$6,637 $6,538 
Tax receivables5,192 3,231 
Prepaid hardware and software maintenance4,505 5,202 
Prepaid managed services4,452 5,636 
Prepaid workers compensation4,275 6,851 
Advance income tax provision2,866 2,557 
Deferred expenses
2,180 2,257 
Interest receivable
1,947 1,697 
Deposits made1,701 1,702 
Prepaid deferred commissions1,113 1,178 
Prepaid rent1,067 1,232 
Other prepaid expenses and other current assets11,704 13,067 
$47,639 $51,148 
Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following (in thousands):
March 31,December 31,
 20242023
   
Energy Servers$309,725 $309,770 
Machinery and equipment176,130 174,549 
Leasehold improvements116,360 94,646 
Construction-in-progress94,574 104,650 
Buildings50,173 49,477 
Computers, software and hardware30,731 28,901 
Furniture and fixtures10,713 12,541 
788,406 774,534 
Less: accumulated depreciation(292,181)(281,182)
$496,225 $493,352 
Depreciation expense related to property, plant and equipment was $12.5 million and $18.2 million for the three months ended March 31, 2024 and 2023, respectively.
15


Other Long-Term Assets
Other long-term assets consisted of the following (in thousands):
March 31,December 31,
20242023
   
Deferred commissions$10,516 $9,373 
Deferred expenses

8,270 9,069 
Long-term lease receivable7,028 7,335 
Deposits made3,133 3,157 
Prepaid managed services1,878 1,646 
Deferred tax asset1,562 1,385 
Prepaid and other long-term assets19,976 18,243 
$52,363 $50,208 
Accrued Warranty and Product Performance Liabilities
Accrued warranty and product performance liabilities consisted of the following (in thousands):
March 31,December 31,
20242023
Product performance$7,033 $18,066 
Product warranty2,164 1,260 
$9,197 $19,326 
Changes in the product warranty and product performance liabilities were as follows (in thousands):
Balances at December 31, 2023
$19,326 
Accrued warranty and product performance liabilities, net
4,950 
Warranty and product performance expenditures during the quarter
(15,079)
Balances at March 31, 2024
$9,197 
16


Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
March 31,December 31,
 20242023
   
General invoice and purchase order accruals$37,110 $36,266 
Compensation and benefits27,025 47,901 
Interest payable7,177 3,823 
Sales tax liabilities6,752 17,412 
Sales-related liabilities5,975 5,121 
Provision for income tax2,994 3,374 
Accrued legal expenses2,452 1,359 
Accrued consulting expenses2,042 3,244 
Accrued restructuring costs (Note 11)
1,927 3,793 
Accrued installation1,130 4,939 
Finance lease liability981 1,072 
Other3,742 2,575 
$99,307 $130,879 
Preferred Stock
As of March 31, 2024 and December 31, 2023, we had 20,000,000 shares of preferred stock authorized, of which 13,491,701 shares were previously designated as Series B redeemable convertible preferred stock (the “Series B RCPS”). The Series B RCPS were converted to Class A common stock as of September 23, 2023, as a result of the SK ecoplant Second Tranche Closing (for details please refer to Part II, Item 8, Note 17 — SK ecoplant Strategic Investment in our Annual Form 10-K for the fiscal year ended December 31, 2023).
The preferred stock had $0.0001 par value. There were no shares of preferred stock issued and outstanding as of March 31, 2024 and December 31, 2023.

17


7. Outstanding Loans and Security Agreements
The following is a summary of our debt as of March 31, 2024 (in thousands, except percentage data):
Unpaid
Principal
Balance
Net Carrying ValueInterest
Rate
Maturity DatesEntity
 CurrentLong-
Term
Total
3% Green Convertible Senior Notes due June 2028
$632,500 $ $616,184 $616,184 3.0%June 2028Company
2.5% Green Convertible Senior Notes due August 2025
230,000  227,293 227,293 2.5%August 2025Company
Total recourse debt862,500  843,477 843,477 
4.6% Term Loan due October 2026
2,972  2,972 2,972 4.6%October 2026
Korean JV
4.6% Term Loan due April 2026
1,486  1,486 1,486 4.6%April 2026
Korean JV
Total non-recourse debt4,458  4,458 4,458 
Total debt$866,958 $ $847,935 $847,935 
The following is a summary of our debt as of December 31, 2023 (in thousands, except percentage data):
 Unpaid
Principal
Balance
Net Carrying ValueInterest
Rate
Maturity DatesEntity
 CurrentLong-
Term
Total
3% Green Convertible Senior Notes due June 2028
$632,500 $ $615,205 $615,205 3.0%June 2028Company
2.5% Green Convertible Senior Notes due August 2025
230,000  226,801 226,801 2.5%August 2025Company
Total recourse debt862,500  842,006 842,006 
4.6% Term Loan due October 2026
3,085  3,085 3,085 4.6%October 2026
Korean JV
4.6% Term Loan due April 2026
1,542  1,542 1,542 4.6%April 2026
Korean JV
Total non-recourse debt4,627  4,627 4,627 
Total debt$867,127 $ $846,633 $846,633 

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 financial covenants as of March 31, 2024 and December 31, 2023.
Recourse Debt Facilities
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 Agreements in 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”) and privately negotiated capped call transactions in connection with the pricing of the 3% Green Notes.
The noteholders could not convert their 3% Green Notes during the quarter ended March 31, 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 December 31, 2023 as per the indenture, dated as of May 16, 2023.
Total interest expense recognized related to the 3% Green Notes for the three months ended March 31, 2024 was $5.7 million, and was comprised of contractual interest expense of $4.7 million and amortization of the initial purchasers’ discount and other issuance costs of $1.0 million. There was no interest expense recognized related to the 3% Green Notes for the three months ended March 31, 2023. We have not recognized any special interest expense related to the 3% Green Notes to date.
18


The amount of unamortized debt issuance costs as of March 31, 2024 and December 31, 2023, was $16.3 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 Agreements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for discussion of our 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”).
The noteholders could not convert their 2.5% Green Notes during the quarter ended March 31, 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 December 31, 2023 as per the indenture, dated as of August 11, 2020.
Total interest expense recognized related to the 2.5% Green Notes for the three months ended March 31, 2024 and 2023, was $1.9 million and $1.9 million, and was comprised of contractual interest expense of $1.4 million and $1.4 million and amortization of issuance costs of $0.5 million and $0.5 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 March 31, 2024 and December 31, 2023, was $2.7 million and $3.2 million, respectively.
Non-recourse Debt Facilities
Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements in our Annual Form 10-K for the fiscal year ended December 31, 2023 for discussion of our non-recourse debt.
Repayment Schedule and Interest Expense
The following table presents details of our outstanding loan principal repayment schedule as of March 31, 2024 (in thousands):
Remainder of 2024$ 
2025230,000 
20264,458 
2027 
2028632,500 
Thereafter 
$866,958 

8. Leases
Facilities, Energy Servers, and Vehicles
For the three months ended March 31, 2024 and 2023, rent expense for all occupied facilities was $5.6 million and $5.6 million, respectively.
19


Operating and financing lease right-of-use assets and lease liabilities as of March 31, 2024 and December 31, 2023, were as follows (in thousands):
March 31,December 31,
20242023
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$138,941 $139,732 
Current operating lease liabilities(20,513)(20,245)
Non-current operating lease liabilities(141,024)(141,939)
Total operating lease liabilities$(161,537)$(162,184)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,508 $2,708 
Current finance lease liabilities5
(981)(1,072)
Non-current finance lease liabilities6
(1,730)(1,837)
Total finance lease liabilities$(2,711)$(2,909)
Total lease liabilities$(164,248)$(165,093)
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 months ended March 31, 2024 and 2023, were as follows (in thousands):
Three Months Ended
March 31,
20242023
Operating lease costs$8,905 $7,799 
Financing lease costs:
Amortization of right-of-use assets297 201 
Interest on lease liabilities66 62 
Total financing lease costs363 263 
Short-term lease costs9 444 
Total lease costs$9,277 $8,506 

20


Weighted average remaining lease terms and discount rates for our leases as of March 31, 2024 and December 31, 2023, were as follows:
March 31,December 31,
20242023
Weighted average remaining lease term:
Operating leases7.2 years7.4 years
Finance leases3.2 years3.2 years
Weighted average discount rate:
Operating leases10.6 %10.6 %
Finance leases9.6 %9.5 %
Future lease payments under lease agreements as of March 31, 2024 were as follows (in thousands):
Operating LeasesFinance Leases
Remainder of 2024$27,468 $961 
202534,009 888 
202634,014 654 
202732,875 486 
202826,618 157 
202919,847 4 
Thereafter61,116  
Total minimum lease payments235,947 3,150 
Less: amounts representing interest or imputed interest(74,410)(439)
Present value of lease liabilities$161,537 $2,711 
Managed Services Financing
For details on Managed Services Financing refer to Part I, Item 7, Section Purchase and Financing Options, sub-section Managed Services Financing and Part II, Item 8, Note 8 — Leases in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
We recognized $7.1 million and $7.3 million of product revenue, $2.3 million and $3.0 million of installation revenue, $1.3 million and $1.2 million of financing obligations, and $4.1 million and $5.5 million of operating lease right-of-use assets and operating lease liabilities from successful sale and leaseback transactions for the three months ended March 31, 2024 and 2023, respectively.
The recognized operating lease expense from successful sale and leaseback transactions for the three months ended March 31, 2024 and 2023, was $3.1 million and $2.1 million, respectively.
21


At March 31, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
Remainder of 2024$32,615 
202543,157 
202638,595 
202722,271 
202812,369 
Thereafter26,773 
Total minimum lease payments175,780 
Less: imputed interest(90,616)
Present value of net minimum lease payments85,164 
Less: current financing obligations(36,729)
Long-term financing obligations$48,435 
The total financing obligations, as reflected in our condensed consolidated balance sheets, were $441.5 million and $444.8 million as of March 31, 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.
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):
 Three Months Ended
March 31,
 20242023
Cost of revenue$3,814 $4,161 
Research and development5,084 8,410 
Sales and marketing2,090 5,817 
General and administrative7,872 11,165 
$18,860 $29,553 
As of March 31, 2024 and December 31, 2023, we capitalized $10.0 million and $8.9 million of stock-based compensation cost, respectively, into inventory and deferred cost of goods sold.
22


Stock Option and Stock Award Activity
The following table summarizes the stock option activity under our stock plans during the reporting period:
 Outstanding Options
 Number of
Shares
Weighted
Average
Exercise
Price
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
 (in thousands)
Balances at December 31, 2023
7,247,624 $20.93 3.8$19,446 
Granted1,000,000 9.08 
Exercised(99,640)5.44 
Expired(284,187)27.03 
Balances at March 31, 2024
7,863,797 19.39 4.724,003 
Vested and expected to vest at March 31, 2024
7,519,528 19.86 4.422,034 
Exercisable at March 31, 2024
6,859,630 $20.89 3.7$18,252 
During the three months ended March 31, 2024 and 2023, we recognized $0.2 million and $0.2 million of stock-based compensation costs for stock options, respectively.
During the three months ended March 31, 2024 we granted 1,000,000 stock options. We did not grant stock options in the three months ended March 31, 2023.
During the three months ended March 31, 2024 and 2023, the intrinsic value of stock options exercised was $0.5 million and $0.8 million, respectively.
As of March 31, 2024 and December 31, 2023, we had unrecognized compensation costs related to unvested stock options of $7.0 million and $0.1 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 3.3 years and 0.3 years, respectively. Cash received from stock options exercised totaled $0.5 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively.
Executive Performance-Based Stock Options
During the three months ended March 31, 2024, we granted 955,000 stock options 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 a four-year or a three-year requisite service period.
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 performance-based stock options valuation:
Three Months Ended
March 31, 2024
Risk-free interest rate4.1%
Expected term (years)6.0
Expected dividend yield
Expected volatility97.1%
23


Stock Awards
A summary of our stock awards activity and related information is as follows:
Number of
Awards
Outstanding
Weighted
Average Grant
Date Fair
Value
Unvested Balance at December 31, 2023
9,889,341 $18.25 
Granted3,948,296 9.52 
Vested(1,483,902)19.43 
Forfeited(707,643)20.33 
Unvested Balance at March 31, 2024
11,646,092 $15.01 
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 months ended March 31, 2024 and 2023, we recognized $