
		Three Months Ended March 31,					Nine Months Ended September 30,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(74,917)	$	(82,747)	Net loss	$	(312,054)	$	(264,304)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:					Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	Depreciation and amortization	18,150		14,384		Depreciation and amortization	50,283		46,182
Non-cash lease expense	Non-cash lease expense	7,934		3,072		Non-cash lease expense	24,540		18,153
Loss on disposal of property, plant and equipment		191		—
Loss (gain) on disposal of property, plant and equipment						Loss (gain) on disposal of property, plant and equipment	177		(523)

Revaluation of derivative contracts	Revaluation of derivative contracts	(117)		2,407		Revaluation of derivative contracts	1,213		(9,640)
Impairment of assets related to PPA V and PPA IIIa						Impairment of assets related to PPA V and PPA IIIa	130,111		44,800
Derecognition of loan commitment asset related to SK ecoplant Second Tranche Closing (Note 16)						Derecognition of loan commitment asset related to SK ecoplant Second Tranche Closing (Note 16)	52,792		—

Stock-based compensation	Stock-based compensation	27,743		25,542		Stock-based compensation	77,160		81,460

Amortization of warranty balance		—		150

Amortization of warrants and debt issuance costs	Amortization of warrants and debt issuance costs	665		706		Amortization of warrants and debt issuance costs	3,300		2,355
Loss on extinguishment of debt						Loss on extinguishment of debt	4,288		4,233
Unrealized foreign currency exchange loss	Unrealized foreign currency exchange loss	28		210		Unrealized foreign currency exchange loss	3,029		3,086
Other						Other	—		3,487
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable		(78,872)		(23,046)
Contract assets		(1,051)		11,668
Accounts receivable1						Accounts receivable1	(83,851)		15,758
Contract assets2						Contract assets2	(97,148)		(567)
Inventories	Inventories	(127,666)		(39,542)		Inventories	(206,315)		(110,797)
Deferred cost of revenue		5,793		5,865
Deferred cost of revenue3						Deferred cost of revenue3	(15,914)		(8,856)
Customer financing receivable	Customer financing receivable	—		1,388		Customer financing receivable	—		2,510

Prepaid expenses and other current assets	Prepaid expenses and other current assets	(4,527)		(6,340)		Prepaid expenses and other current assets	(20,849)		(15,766)
Other long-term assets	Other long-term assets	(128)		703		Other long-term assets	13,634		(730)
Operating lease right-of-use assets and operating lease liabilities	Operating lease right-of-use assets and operating lease liabilities	(7,507)		3,436		Operating lease right-of-use assets and operating lease liabilities	(23,879)		2,162
Finance lease liabilities	Finance lease liabilities	244		—		Finance lease liabilities	907		499
Accounts payable	Accounts payable	(26,835)		15,900		Accounts payable	(5,695)		38,642
Accrued warranty	Accrued warranty	(7,876)		2,925		Accrued warranty	(795)		1,597
Accrued expenses and other current liabilities		(32,277)		(25,144)
Deferred revenue and customer deposits		(13,108)		(5,783)
Accrued expenses and other current liabilities4						Accrued expenses and other current liabilities4	(30,937)		502
Deferred revenue and customer deposits5						Deferred revenue and customer deposits5	(57,041)		(12,716)
Other long-term liabilities	Other long-term liabilities	(577)		1,803		Other long-term liabilities	(1,320)		(9,980)
Net cash used in operating activities	Net cash used in operating activities	(314,710)		(92,443)		Net cash used in operating activities	(494,364)		(168,453)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchase of property, plant and equipment	Purchase of property, plant and equipment	(26,574)		(18,510)		Purchase of property, plant and equipment	(67,485)		(80,907)
Proceeds from sale of property, plant and equipment						Proceeds from sale of property, plant and equipment	3		—

Net cash used in investing activities	Net cash used in investing activities	(26,574)		(18,510)		Net cash used in investing activities	(67,482)		(80,907)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of debt						Proceeds from issuance of debt	633,983		—
Payment of debt issuance costs						Payment of debt issuance costs	(19,539)		—
Repayment of debt of PPA V and PPA IIIa						Repayment of debt of PPA V and PPA IIIa	(118,538)		(30,212)
Debt make-whole payment related to PPA IIIa debt						Debt make-whole payment related to PPA IIIa debt	—		(2,413)

Repayment of debt		(9,892)		(4,774)

Repayment of recourse debt						Repayment of recourse debt	(72,852)		(17,262)
Proceeds from financing obligations	Proceeds from financing obligations	1,163		—		Proceeds from financing obligations	2,702		—
Repayment of financing obligations	Repayment of financing obligations	(4,266)		(9,423)		Repayment of financing obligations	(13,475)		(28,821)
Distributions and payments to noncontrolling interests	Distributions and payments to noncontrolling interests	—		(2,876)		Distributions and payments to noncontrolling interests	(2,265)		(5,972)
Proceeds from issuance of common stock	Proceeds from issuance of common stock	8,525		6,961		Proceeds from issuance of common stock	16,003		15,150

Proceeds from issuance of redeemable convertible preferred stock		310,957		—

Net cash provided by (used in) financing activities		306,487		(10,112)
Proceeds from public share offering						Proceeds from public share offering	—		385,396
Public share offering costs						Public share offering costs	—		(13,407)
Buyout of noncontrolling interest (Note 10)						Buyout of noncontrolling interest (Note 10)	(6,864)		—
Proceeds from issuance of Series B redeemable convertible preferred stock						Proceeds from issuance of Series B redeemable convertible preferred stock	310,957		—
Contributions from noncontrolling interest						Contributions from noncontrolling interest	6,979		2,815
Purchase of capped call related to convertible notes (Note 7)						Purchase of capped call related to convertible notes (Note 7)	(54,522)		—
Other						Other	(408)		(63)
Net cash provided by financing activities						Net cash provided by financing activities	682,161		305,211
Effect of exchange rate changes on cash, cash equivalent and restricted cash	Effect of exchange rate changes on cash, cash equivalent and restricted cash	(124)		(153)		Effect of exchange rate changes on cash, cash equivalent and restricted cash	(985)		(1,643)
Net decrease in cash, cash equivalents and restricted cash		(34,921)		(121,218)
Net increase in cash, cash equivalents and restricted cash						Net increase in cash, cash equivalents and restricted cash	119,330		54,208
Cash, cash equivalents and restricted cash:	Cash, cash equivalents and restricted cash:					Cash, cash equivalents and restricted cash:
Beginning of period	Beginning of period	518,366		615,114		Beginning of period	518,366		615,114
End of period	End of period	$	483,445	$	493,896	End of period	$	637,696	$	669,322

Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid during the period for interest	Cash paid during the period for interest	$	13,409	$	14,405	Cash paid during the period for interest	$	32,741	$	39,664
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	7,446		2,464		Operating cash flows from operating leases	23,684		11,759
Operating cash flows from finance leases	Operating cash flows from finance leases	254		230		Operating cash flows from finance leases	804		788
Cash paid during the period for income taxes	Cash paid during the period for income taxes	213		381		Cash paid during the period for income taxes	1,332		1,296
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:

Transfer of customer financing receivable to property, plant and equipment, net						Transfer of customer financing receivable to property, plant and equipment, net	$	—	$	42,758
Forward to purchase Class A Common Stock						Forward to purchase Class A Common Stock	—		4,183
Liabilities recorded for property, plant and equipment, net	Liabilities recorded for property, plant and equipment, net	$	4,517	$	6,775	Liabilities recorded for property, plant and equipment, net	5,702		13,373

Recognition of operating lease right-of-use asset during the year-to-date period	Recognition of operating lease right-of-use asset during the year-to-date period	6,535		147		Recognition of operating lease right-of-use asset during the year-to-date period	14,157		17,623
Recognition of finance lease right-of-use asset during the year-to-date period	Recognition of finance lease right-of-use asset during the year-to-date period	244		—		Recognition of finance lease right-of-use asset during the year-to-date period	907		—
Derecognition of the pre-modification forward contract fair value (Note 15)		76,242		—
Equity component of redeemable convertible preferred stock, Series B (Note 15)		16,145		—
Derecognition of the pre-modification forward contract fair value (Note 16)						Derecognition of the pre-modification forward contract fair value (Note 16)	76,242		—
Equity component of Series B redeemable convertible preferred stock (Note 16)						Equity component of Series B redeemable convertible preferred stock (Note 16)	16,145		—
Conversion of Series B redeemable convertible preferred stock (Note 16)						Conversion of Series B redeemable convertible preferred stock (Note 16)	310,484		—

~~14.~~15. Net Loss per Share Available to Common Stockholders

Please refer to the condensed consolidated statements of operations for computation of our net loss per share available to common stockholders, basic and diluted.

The following common stock equivalents (in thousands) were excluded from the computation of our net loss per share available to common stockholders, diluted, for the three and nine months presented as their inclusion would have been ~~antidilutive (in thousands):~~antidilutive:

Three Months Ended
March 31,
2023 2022
Convertible notes 14,187 14,187
Redeemable convertible preferred stock 1,349 11,000
Stock options and awards 6,413 4,949
21,949 30,136


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022

Convertible notes	47,736	14,187	31,146	14,187
Redeemable convertible preferred stock	12,319	10,000	13,096	10,000
Stock options and awards	3,352	6,445	4,880	5,503


	63,407	30,632	49,122	29,690

~~15.~~16. SK ecoplant Strategic Investment

In October 2021, we expanded our existing relationship with SK ecoplant. As part of this arrangement, we amended the previous Preferred Distribution Agreement (“PDA”) and Joint Venture Agreement (“JVA”) with SK ecoplant. The restated PDA establishes SK ecoplant’s purchase commitments for our Energy Servers for the three year period on a take or pay basis as well as the basis for determining the prices at which the Energy Servers and related components will be sold. The restated JVA increases the scope of assembly done by the joint venture facility in the Republic of Korea, which was established in 2019, for the procurement of local parts for our Energy Servers and the assembly of certain portions of the Energy Servers for the South Korean market. 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.

On September 15, 2023, we entered into the Amended and Restated JVA and the Share Purchase Agreement (together, the “Amended JV Agreements”) with SK ecoplant which changed the share of our voting rights in the Korean joint venture to 40% and increases the scope of assembly done by the joint venture facility in the Republic of Korea to full assembly. Neither the Amended JV Agreements, nor the fact that SK ecoplant is considered to be our related party after the conversion of Series B RCPS into shares of our Class A common stock (for additional information, please see Part I, Item 1, Note 11 -

Related Party Transactions

) changed our status as the primary beneficiary of the Korean joint venture. Therefore, we continue to consolidate this VIE in our financial statements as of September 30, 2023.

The following are the aggregate carrying values of the Korean joint venture’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, as of ~~March 31,~~September 30, 2023 and December 31, 2022 (in thousands):

March 31, December 31,
2023 2022
Assets
Current assets:
Cash and cash equivalents $ 902 $ 2,591
Accounts receivable — 4,257
Inventories 14,524 13,412
Prepaid expenses and other current assets 1,070 2,645
Total current assets 16,496 22,905
Property and equipment, net 1,081 1,141
Operating lease right-of-use assets 2,332 2,390
Other long-term assets 47 47
Total assets $ 19,956 $ 26,483
Liabilities
Current liabilities:
Accounts payable $ 1,105 $ 5,607
Accrued expenses and other current liabilities 685 1,355
Deferred revenue and customer deposits 5 2
Operating lease liabilities 396 393
Total current liabilities 2,191 7,357
Operating lease liabilities 1,945 2,000
Total liabilities $ 4,136 $ 9,357


	September 30,		December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	1,012	$	2,591
Accounts receivable	20,483		4,257
Inventories	10,617		13,412
Prepaid expenses and other current assets	1,574		2,645
Total current assets	33,686		22,905
Property and equipment, net	1,705		1,141
Operating lease right-of-use assets	2,249		2,390
Other long-term assets	44		47
Total assets	$	37,684	$	26,483
Liabilities
Current liabilities:
Accounts payable	$	4,828	$	5,607
Accrued expenses and other current liabilities	3,324		1,355
Deferred revenue and customer deposits	—		2
Operating lease liabilities	409		393
Total current liabilities	8,561		7,357
Operating lease liabilities	1,665		2,000
Non-recourse debt	1,483		—
Total liabilities	$	11,709	$	9,357

In October 2021, we also entered into a new Commercial Cooperation Agreement (the “CCA”) regarding initiatives pertaining to the hydrogen market and general market expansion for our products.

The Initial Investment

~~Simultaneous with the execution of the above agreements,~~In October 2021, we entered into the SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A ~~redeemable convertible preferred stock (the “Series A RCPS”),~~RCPS, par value $0.0001 per share, at a purchase price of $25.50 per share for an aggregate purchase price of $255.0 million. On December 29, 2021, the closing of the sale of the Series A RCPS was completed and we issued the 10,000,000 shares of the Series A RCPS (the “Initial Investment”). In addition to the Initial Investment, the SPA provided SK ecoplant with an option to acquire a variable number of shares of Class A Common Stock (the “Option”). According to the SPA, SK ecoplant was entitled to exercise the Option through August 31, 2023, and the transaction must have been completed by November 30, 2023.

The sale of Series A RCPS was recorded at its fair value of $218.0 million on the date of issuance. Accordingly, we allocated the excess of the cash proceeds received of $255.0 million plus the change in fair value of the Series A RCPS between October 23, 2021, and December 29, 2021, of $9.7 million, over the fair value of the Series A RCPS on December 29, 2021, and the fair value of the Option on October 23, 2021, to the PDA. This excess amounted to $37.0 million and ~~is recognized as~~was recorded in deferred revenue ~~over the take or pay period based on an estimate of the revenue we expect to receive under the PDA.~~and customer deposits. Accordingly, during the three and nine months ended ~~March 31,~~September 30, 2022, we recognized ~~Product Revenue~~product revenue of ~~$1.2~~$3.2 million and $7.9 million, respectively, in connection with this arrangement. No ~~Product Revenue~~product revenue was recognized during the three and nine months ended ~~March 31,~~September 30, 2023 in connection with this arrangement. As of December 31, 2022, the unrecognized amount of $24.6 million included $10.0 million in current deferred revenue and customer deposits and $14.6 million in non-current deferred revenue and customer deposits on the condensed consolidated balance sheets. As of ~~March 31,~~September 30, 2023, the unrecognized amount of deferred revenue and customer deposits was reduced to zero as a result of the Second Tranche Closing (see details below in section “The Second Tranche Closing”).

PDA, JVA, CCA and the SPA entered into with SK ecoplant concurrently were evaluated as a combined contract in accordance with ASC 606 Revenue from Contracts with Customers and, to the extent applicable for separated components,

2732

under the guidance of Topic 815 Derivatives and Hedging and applicable subsections and ASC 480 Distinguishing Liabilities from Equity.

We concluded that the Option was a freestanding financial instrument that should have been separately recorded at fair value on the date the SPA was executed.

On August 10, 2022, pursuant to the SPA, SK ecoplant notified us of its intent to exercise its option to purchase additional shares of our Class A common stock, pursuant to a Second Tranche Exercise Notice (as defined in the SPA) electing to purchase 13,491,701 shares at a purchase price of $23.05 per share (the “Second Tranche Closing”). ~~Upon receipt~~As of SK’s notice the purchase price and the number of shares of Class A Common Stock that SK will purchase under the Option became fixed. Upon the receipt of the notice from SK ecoplant the Option met the criteria of an equity award andDecember 31, 2022, this option was ~~classified~~accounted for as ~~a forward contract as part of additional paid-in capital.~~

~~On November 8, 2022, each share of the Series A RCPS was converted into 10,000,000 shares of Class A Common Stock.~~

On December 6, 2022, SK ecoplant and Bloom mutually agreed to delay the Second Tranche Closing Date for the purchase of the 13,491,701 shares of Class A Common Stock of the Issuer until March 31, 2023, unless an earlier date is mutually agreed upon and subject to and assuming the satisfaction of applicable regulatory clearance. The mutual agreement to modify the Second Tranche Closing date did not change the accounting or valuation of the equity-classified forward ~~recorded.~~contract.

For further information, see Part II, Item 8, Note 17 - SK ecoplant Strategic Investment in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The Second Tranche Closing

On March 20, 2023, SK ecoplant entered into the Amended SPA with us, pursuant to which on March 23, 2023, we issued and sold to SK ecoplant 13,491,701 shares of non-voting Series B ~~redeemable convertible preferred stock,~~RCPS, par value $0.0001 per share, ~~(the “Series B RCPS”),~~ at a purchase price of $23.05 per share for cash proceeds of $311.0 million, excluding issuance cost of $0.5 million.

The Amended SPA triggered the modification of the equity-classified forward contract on Class A common stock, which resulted in the derecognition of the pre-modification fair value of the forward contract given to SK ecoplant of $76.2 million. The derecognition of the pre-modification fair value was recorded in additional paid-in capital in our condensed consolidated balance sheets as of ~~March 31,~~September 30, 2023.

The Series B RCPS was accounted for as a stock award with liability and equity components. The liability component of the Series B RCPS was recognized at the redemption value of $311.0 million, less issuance costs of $0.5 million, and the equity component of the Series B RCPS was recognized at its fair value of $16.1 million on March 20, 2023 and ~~these were~~ recorded in current liabilities and additional paid-in capital, respectively, in our condensed consolidated balance sheets as of ~~March 31,~~September 30, 2023.

On March 20, 2023, in connection with the Amended SPA we also entered into the Loan Agreement, pursuant to which we ~~have~~had the option to draw on a loan from SK ecoplant with a maximum principal amount of $311.0 million, a maturity of five years and an interest rate of 4.6%, should SK ecoplant ~~send~~have sent a redemption notice to us under the Amended SPA. ~~The Loan Agreement has a maturity of five years and bears an interest rate of 4.6%.~~

The Loan Agreement is a freestanding financial instrument; accordingly, we recognized a loan commitment asset at its fair value of $52.8 million, of which $5.3 million was classified as current and $47.5 million was classified as non-current in our condensed consolidated balance sheets as of March 31, 2023.

The Amended SPA and the Loan Agreement provided us with cash proceeds of $311.0 million and a loan commitment asset of $52.8 million from SK ecoplant for total consideration of $363.8 million. In return, SK ecoplant received consideration of $403.3 million, ~~comprising~~consisting of the release from the obligation to close on the original transaction fair valued at $76.2 million, the obligation from us to issue the Series B RCPS at redemption value of $311.0 million, and the option to convert the Series B RCPS to Class A common stock, which ~~has~~had an estimated fair value of $16.1 million. The excess consideration provided by us amounted to $39.5 million, which resulted in a reduction of our deferred revenue and customer deposits by $24.6 million related to the Initial Investment, as of ~~March 31,~~September 30, 2023. The net excess consideration of $14.9 million was recognized as $8.2 million in prepaid expenses and other current assets and $6.7 million was classified as other long-term assets in our

condensed consolidated balance sheets as of March 31, 2023. The deferred expense ~~will be~~is recognized as contra-revenue over the take or pay period based on an estimate of the revenue we expect to receive under the remaining term of the PDA. During the three and nine months ended September 30, 2023, the deferred expense recognized as contra-revenue was $3.0 million. As a result, as of September 30, 2023, we recognized the net excess consideration of $11.9 million, of which $9.9 million was classified as prepaid expenses and other current assets and $2.0 million was classified as other long-term assets, in our condensed consolidated balance sheet.

~~Description of Series B RCPS -~~ ~~The significant rights and preferences~~On September 23, 2023, all 13,491,701 shares of the Series B RCPS ~~are as follows:~~

~~Liquidation:~~ ~~Upon the liquidation or dissolution of Bloom, or a deemed liquidation event (which includes a change in control or the sale or other disposition of all or substantially all~~were automatically converted into shares of our ~~assets),~~Class A common stock pursuant to the ~~holders~~Certificate of Designation, dated as of March 20, 2023, setting forth the rights, preferences, privileges, and restrictions of the Series B RCPS, ~~are entitled to receive in preference~~as amended by the Certificate of Amendment to the ~~holders~~Certificate of Designation, dated as of April 18, 2023. As a result of the ~~Common Stock,~~conversion: (i) the ~~greater of (i) their liquidation preference or (ii) an amount they would be entitled to receive on an as-converted basis. After payment of the liquidation preference to the holders~~liability component of the Series B RCPS ~~our remaining assets are available for distribution~~of $310.5 million was reclassified to additional paid-in capital, less par value of the ~~holders of Common Stock on a pro rata basis.~~

~~Redemption rights:~~ ~~The Series B RCPS may be redeemed upon election of SK ecoplant at the redemption price per share of $311.0 million divided by the number of then outstanding~~issued 13,491,701 shares of Series B RCPS, which shall be payable in one installment, commencing on a date not less than sixty days after and not more than ninety days after SK ecoplant deliver written notice of the redemption to the Company (the “Redemption Notice”). SK ecoplant shall not send the Redemption Notice until four months have passed from the Series B RCPS issue date and the delivery of the Redemption Notice shall be irrevocable. The Series B RCPS shall not be redeemable upon the election of the Company.

~~Conversion:~~ ~~The Series B RCPS are convertible at any time at SK ecoplant’s option into~~our Class A common stock, ~~(subject to adjustment~~and (ii) the loan commitment asset was recorded at its fair value of $52.8 million, of which $5.3 million was

classified as current and $47.5 million was classified as non-current in ~~the event~~our condensed consolidated balance sheets, and was expensed immediately and recognized in interest expense in our condensed consolidated statements of ~~stock splits or combinations, and dividends or other distributions on the Class A Common Stock which are payable in shares~~operations.

Upon conversion of ~~Class A Common Stock).~~

~~In addition, on the 6-month anniversary of the issuance date, the~~all Series B RCPS ~~shall automatically convert~~ into shares of our Class A common stock, ~~at the conversion price in effect at that time. The automatic conversion will not occur should~~ SK ecoplant ~~elect~~is considered to ~~redeem the Series B RCPS prior to six months after the original issuance date, but not earlier than four months have passed from the original issue date.~~

~~Protective provisions:~~be a related party. For additional information, please see Part I, Item 1, Note 11 - Bloom is prohibited from the following actions without the affirmative vote of a majority of the holders of the Series B RCPS: (i) increasing the authorized number of shares of Series B RCPS; (ii) authorizing or creating any new class of stock that is senior to or on a parity with the Series B RCPS or increasing or decreasing the authorized number of shares of any such new class of stock; (iii) amending the rights, preferences or privileges of the Series B RCPS; and (iv) redeeming the Series B RCPS.

~~Voting and dividend rights:~~ ~~The holders of the Series B RCPS have no voting rights, except on matters related to the RCPS, and are not entitled to dividends.~~

Related Party Transactions.

~~16.~~17. Subsequent Events

There have been no material subsequent events that occurred during the period subsequent to the date of these condensed consolidated financial statements that would require adjustment to our disclosure in the condensed consolidated financial statements as presented.

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management. For example, forward-looking statements include, but are not limited to, our expectations regarding our products, services, business strategies, our expanded strategic partnership with SK ecoplant, operations, supply chain (including any direct or indirect effects from the Russia-Ukraine war or geopolitical developments in China), new markets, government incentive programs, impact of the ~~IRA~~Inflation Reduction Act of 2022 (the “IRA”) on our business, growth of the hydrogen market and the sufficiency of our cash and our liquidity. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact are forward-looking statements. Forward-looking statements may be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “designs,” “plans,” “predicts,” “targets,” “forecasts,” “will,” “would,” “could,” “can,” “may” and similar terms. These statements are based on the beliefs and assumptions of our management based on information currently available to management at the time they are made. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results, outcomes and the timing of certain events to differ materially from ~~future~~ results or outcomes expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed in the section titled “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, in the section titled “Risk Factors” included in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 and in our other filings with the Securities and Exchange ~~Commission.~~Commission (the “SEC”). You should review these risk factors for a more complete understanding of the risks associated with an investment in our securities. Such forward-looking statements speak only as of the date of this report. We disclaim any obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Overview

Description of Bloom Energy

Our mission is to make clean, reliable energy affordable for everyone in the world. We created the first large-scale, commercially viable solid oxide fuel-cell based power generation platform that empowers businesses, essential services, critical infrastructure and communities to responsibly take charge of their energy.

Our technology, invented in the United States, is one of the most advanced electricity and hydrogen producing technologies on the market today. Our fuel-flexible Bloom Energy Servers can use biogas, hydrogen, natural gas, or a blend of fuels to create resilient, sustainable and cost-predictable power at significantly higher efficiencies than traditional, combustion-based resources. In addition, our same solid oxide platform that powers our fuel cells can be used to create hydrogen, which is increasingly recognized as a critically important tool for the decarbonization of the energy economy. Our enterprise customers include some of the largest multinational corporations in the world. We also have strong relationships with some of the largest utility companies in the United States and the Republic of Korea.

At Bloom Energy, we look forward to a net-zero future. Our technology is designed to help enable this future by delivering reliable, low-carbon electricity in a world facing unacceptable levels of power disruptions. Our resilient platform has kept electricity available for our customers through hurricanes, earthquakes, typhoons, forest fires, extreme heat and grid failures. Unlike traditional combustion power generation, our platform is community-friendly and designed to significantly reduce emissions of criteria air pollutants. We have made tremendous progress towards renewable fuel production through our biogas, hydrogen and electrolyzer programs, and we believe that we are well-positioned as a core platform and fixture in the new energy paradigm to help organizations and communities achieve their net-zero objectives.

We market and sell our Energy Servers primarily through our direct sales organization in the United States, and we also have direct and indirect sales channels internationally. Recognizing that deploying our solutions requires a significant financial commitment, we have developed a number of financing options to support sales of our Energy Servers to customers who lack the financial capability to purchase our Energy Servers directly, and who may prefer to finance the acquisition using third-party financing or to contract for our services on a pay-as-you-go model.

Our typical target commercial or industrial customer has historically been either an investment-grade entity or a customer with investment-grade attributes such as size, assets and revenue, liquidity, geographically diverse operations and

general financial stability. We have also expanded our product and financing options to below-investment-grade customers and have also expanded internationally to target customers with deployments on a wholesale grid. Given that our customers are typically large institutions with multi-level decision making processes, we generally experience a lengthy sales process.

Strategic Investment

For information on the strategic investment with SK ecoplant, see Part II, Item 8, Note 1 - Nature of Business, Liquidity and Basis of Presentation, Liquidity section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and Part I, Item 1, Note 1516 - SK ecoplant Strategic Investment.

Certain Factors Affecting our Performance

~~Global Macroeconomic~~Energy Market Conditions

~~We generally~~The global energy transition to a zero-carbon environment has created new challenges and opportunities for utilities, suppliers of energy solutions and customers. Shifts and uncertainty in market and regulatory dynamics and corporate and governmental policies are ~~seeing worsening global macroeconomic conditions, including rising~~currently impacting the selling process and extending sales cycles and timelines for the Company’s natural gas-, biogas- and hydrogen-related products. Increasing electricity rates, decreasing energy reliability, and delays in the development of transmission infrastructure and grid interconnection have led to increased customer interest ~~rates, recession fears, foreign exchange rate volatility, inflationary pressures,~~in our power solutions, but at the same time natural gas supply and ~~financial institution instability,~~pricing concerns due to geopolitical stresses and resulting market changes as well as increasing ~~geopolitical instability. These conditions~~focus on sustainability targets have led to increased caution from customers. The increased use of renewable power generation and weather effects of climate change have exacerbated aging grid fragilities, increased the occurrence of power outages, created grid transmission shortages and lengthened already extensively delayed interconnection cycles. Low- and zero-carbon sources of baseload energy have also been curtailed and even banned in some locations, forcing utilities, states and countries to revisit less clean sources of baseload and intermediate power in an attempt to ensure energy reliability. This supply and demand mismatch globally has threatened energy security reliability, reduced the availability of energy and increased the cost of energy.

Bloom’s power solutions enable customers to address these energy market challenges by offering fuel flexible solutions that are designed to provide cost predictable, resilient, reliable energy in a timely fashion. As customers and utilities navigate the energy transition and evolving landscape, the ability of our power solutions to fit their economic, regulatory and policy needs depends on a number of factors, including natural gas availability and pricing, electrical interconnection needs and availability, redundant back up power requirements, cost requirements and sustainability profile. Even in those situations where the time to power from the utility is years away in light of the need to build out energy transmission infrastructure, these factors still may impact ~~our business in several ways.~~a customer’s buying decision. For example, although Bloom’s power generation solutions can operate as microgrids, independent from the ~~strengthening~~grid, if a customer desires back up power or a "grid parallel" solution in combination with the Bloom microgrid, required interconnection studies and lengthy interconnection queues remain, eroding the time to power value proposition. According to the Lawrence Berkeley National Lab, U.S. ~~dollar has caused our Energy Servers~~interconnection queue delays are growing, with a forty percent year over year increase in 2022. The typical project interconnection process for large scale projects grew to ~~become relatively more expensive~~five years in ~~several markets outside~~2022 compared to three years in 2015 and two years in 2008. In addition, the United States, which, coupled with worsening global macroeconomic conditions, has the potential to adversely impact demand for our Energy Servers. Our Energy Servers run on a variety of fuels, including natural gas. The rising cost of natural gas, increases in gas distribution rates, limited availability of natural gas supply, as well as disruptions to the world gas markets has increased the cost of our ~~Energy Servers~~power solutions for customers and, in certain cases where there is a lack of fuel supply, a complete inability to operate the systems. In the United States, in particular, the lack or slow development of pipeline infrastructure is impacting the timing of customers being able to take advantage of our power solution opportunities. In certain jurisdictions in the United States and Europe, natural gas bans have been enacted that prevent the use of our power solutions unless alternative fuels are available. In addition, there is a growing hesitancy by potential customers to purchase our power solutions to run on natural gas. Increasingly, customers want a zero-carbon solution for power, and, although our power solutions are designed to run on biofuels or hydrogen (in addition to natural gas) and help our customers achieve their sustainability goals, these fuels continue to have very limited availability and, for most customers, are not yet economical. This impetus by customers to use zero-carbon solutions today, combined with the current lack of availability of zero-carbon fuels, is impacting our power solution selling opportunities. In addition, many of our potential data center and industrial customers are pursuing greenfield opportunities where the development cycle is long and laden with permitting requirements and the uncertainty of these factors is leading to a more difficult customer decision-making process and longer sales cycles.

Corporate procurement policy is also undergoing change that creates uncertainty; while some customers are increasingly focused on decarbonizing their own direct energy supply, including aligning the timing of their zero-carbon power generation with their energy consumption, others are shifting to prioritize overall carbon emissions from the energy system, both of which are impacting our sales.

The regulatory environment for energy solutions continues to shift. In South Korea, the government recently moved to a new, government-run bidding process for fuel cell purchases, which has impacted and may continue to impact demand for our power solutions. In the United States, the investment tax credit (ITC) for fuel cells running on a non-zero carbon fuel currently expires at the end of 2024. In Ireland, which is a large data center market, a directive from the Minister of the Department of the Environment, Climate and Communications to restrict grid connections to data centers and other large power users, along with a halt in high-pressure gas installations has delayed our selling activities in Ireland. Delays in adoption of Renewable Fuel Standard regulations in the United States for the ~~end customers. These conditions also impact~~use of biogas to generate electricity for electric vehicles, and minimal governmental focus on utilization of biogas outside of its direct use by methane-fueled vehicles, have created uncertainty in prospects for broader biogas availability for industrial uses, including our ~~manufacturing~~power solutions. In addition, in most jurisdictions, air permits and ~~supply chain, as discussed below.~~various land use permits are required for installation of our solutions over a certain amount of mega-watts, and generally the length of time to obtain these permits increased, while the level of certainty of issuance has decreased and if issued, the cost of compliance requirements is often cost prohibitive. We have experienced a reluctance in certain states to issue permits for gas generation equipment and if issued require a blend of costly renewable fuels or other measures to advance a state’s climate goals. This has impacted our selling activities.

Significant governmental interest, investment and stimulation of clean hydrogen in the U.S., Europe and in many other regions across the globe have not yet had significant impacts on demand for hydrogen. To date, while the ~~potential impact~~number of proposed hydrogen production projects has grown rapidly, only a small fraction have reached final investment decision (FID) stage, and an even smaller fraction have been deployed. In addition, the infrastructure needed to transport hydrogen, whether through pipelines or maritime or land-based tankers, is currently only sufficient for existing uses, and has not begun to be extended for anticipated future uses, with hydrogen blending and other approaches remaining at pilot stages. It remains unclear whether regulators in some jurisdictions will allow hydrogen to be introduced into gas distribution systems, which could effectively preclude or severely limit our ability to transport hydrogen from the point of production to the point of consumption.

All of these ~~conditions~~factors have impacted the selling cycles for our electrolyzer product and power solutions. Our revenue, margins and cash flow in any given year are largely dependent on ~~customer demand has been largely offset by~~bookings during the prior year. Historically, the majority of our ~~customers’ need~~bookings have occurred in the second half of the year, with a significant portion occurring in the fourth quarter. If a substantial portion of our anticipated bookings for ~~resiliency~~the remainder of 2023 is delayed beyond the end of this year, our revenue, margins and ~~a quick time to power that our Energy Server provides as well as the sustainability that both our Energy Servers and Electrolyzers provide.~~cash flow could be materially adversely impacted in 2024.

Supply Chain Constraints

We continue to see effects from global supply chain ~~disruptions~~tightness due to the current inflationary environment, war in Ukraine and trade tensions between the United States and China. We are ~~experiencing~~not aware of, and do not expect, any direct impact on our business or supply chain ~~challenges and logistics constraints.~~from the Israel-Gaza Strip armed conflict. While we have not experienced any significant component shortages to date, we are facing pressures from ~~longer lead times, shipping and freight delays, and increased costs of raw materials.~~inflation. These dynamics could worsen as a result of continued ~~increase in~~ geopolitical instability. ~~In addition, the current inflationary environment and war in Ukraine has led to an increase in the price of components and raw materials.~~ In the event we are unable to mitigate the impacts of delays and/or price increases in raw materials ~~components,~~ and ~~freight,~~components, it could delay the manufacturing and installation, ~~of our Energy Servers~~ and increase the costs of, our Energy Servers, which would adversely impact our cash flows and results of operations, including our revenues and gross margin. We expect these supply chain challenges ~~and logistics constraints~~ to continue in the short term.

Customer Financing Constraints

Our ability to obtain financing for our Energy Servers depends partially on the ~~foreseeable future.~~creditworthiness of our customers, and deterioration of our customers’ credit ratings can impact the financing for their use of our Energy Servers. Regional banking and financial institution instability, such as the failure of Silicon Valley Bank in the first quarter of 2023, may make it more difficult for our customers to obtain financing. Rising interest rates have also increased the cost of financing for our customers. As interest rates rise, financiers of our installations demand a higher rate of return. Rising interest rates could put pressure on our margins in order to meet the higher returns expected by the financiers. We continue to work on obtaining the financing required for our 2023 installations, but if we are unable to secure such financing, our revenue, cash flow and liquidity could be materially impacted. We expect that in the United States, the IRA and the transferability of tax credits, should make the financing market more robust.

Manufacturing and Labor Market Constraints

As recently as 2022, we experienced impacts from labor shortages and challenges in hiring for our manufacturing facilities. While these constraints abated in ~~the first quarter of~~ 2023 and we ~~continue to dedicate resources to supporting our capacity expansion efforts,~~reduced headcount as part of a restructuring plan adopted in September 2023, we may still experience difficulties with hiring and retention, ~~particularly for our new manufacturing facility in Fremont, California,~~ and may face additional labor shortages in the future. The restructuring plan included (i) an optimization of our workforce across multiple functions, (ii) a relocation of a portion of our repair and overhaul department of our manufacturing and warehousing facility in Newark, Delaware, to Mexico, and (iii) a closure of a manufacturing, warehousing, research and development facility in Sunnyvale, California. According to the plan, 74

full-time employees and 48 contractors separated from the Company in September 2023. Additional 71 full-time employees and 8 contractors separated from the Company in October 2023. For additional information, please see Part I, Item I, Note 12 - Restructuring. In addition, the current inflationary environment has led to rising wages and labor costs as well as increased competition for labor. In the event these constraints return and we are unable to continue to mitigate the impacts of these challenges, it could delay the manufacturing and installation of our Energy Servers or Electrolyzers and we may be unable to meet customer demand, which could adversely impact our cash flows and results of operations, including our revenues and gross margin.

~~Customer Financing Constraints~~

Our ability to obtain financing for our Energy Servers depends partially on the creditworthiness of our customers, and deterioration of our customers’ credit ratings can impact the financing for their use of our Energy Servers. Ongoing regional banking and financial institution instability that began in the first quarter of 2023, initiated by the failure of Silicon Valley Bank, may make it more difficult for our customers to obtain financing. We continue to work on obtaining the financing required for our 2023 installations, but if we are unable to secure such financing, our revenue, cash flow and liquidity could be materially impacted. We expect that in the United States, the Inflation Reduction Act of 2022 (the “IRA”) and the transferability of tax credits, should make the financing market more robust.

Installations and Maintenance of Energy Servers

InDuring the first ~~quarter~~three quarters of 2023, our installation projects experienced some delays relating to, among other things, permitting, ~~and~~ utility delays and access to customer ~~facilities due to shutdowns or other restrictions. Despite the~~facilities. However, these delays did not significantly impact ~~on installations~~

~~during the three months ended March 31, 2023 and given~~ our ~~mitigation strategies, we only had a couple instances of significant delay in the installation of our Energy Servers.~~revenue.

If we are delayed in or unable to perform maintenance, our previously installed Energy Servers would likely experience adverse performance impacts, including reduced output and/or efficiency, which could result in warranty and/or guaranty claims by our customers. Further, due to the nature of our Energy Servers, if we are unable to replace worn parts in accordance with our standard maintenance schedule, we may incur higher costs in the future. For the nine months ended September 30, 2023, we experienced no significant delays in servicing our Energy Servers.

Environmental, Social and Governance (“ESG”)

We are committed to a goal of providing consistent returns to our stockholders while maintaining a strong sense of good corporate citizenship that places a high value on the environment, welfare of our employees, the communities in which we operate, the customers we serve, and the world as a whole. We believe that prioritizing, improving, and managing our ~~Environmental, Social, and Governance (“ESG”)~~ESG related risks, opportunities and programs ~~will allow~~help us to better create long-term value for our investors.

In April 2023, we released our 2022 Sustainability Report, Advancing the Mission of Decarbonization (the ~~“Report”~~“Sustainability Report”), using generally accepted ESG frameworks and standards, including alignment with Sustainability Accounting Standards Board standards and the Task Force on Climate-related Financial Disclosures recommendations. In addition, the Sustainability Report also utilized certain Global Reporting Initiative standards and was mapped against the United Nations Sustainable Development Goals. We plan to issue a sustainability report on an annual basis.

Our mission is to make clean, reliable energy affordable for everyone in the world. To that end, we strive to empower businesses and communities to responsibly take charge of their energy while addressing both the causes and consequences of climate change. We aim to serve our customers with products that are resilient, providing uninterrupted power with predictable pricing over the long-term, while addressing sustainability issues by developing an increasingly broad portfolio of solutions for decarbonization.

The Sustainability Report can be found on our website at https://www.bloomenergy.com/sustainibility.

Inflation Reduction Act of 2022

For information on the IRA, which was signed into law on August 16, 2022, and its impact on our business, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Inflation Reduction Act of 2022 – New and Expanded Production and Tax Credits for Manufacturers and Projects to Support Clean Energy section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Liquidity and Capital Resources

We raised cash and supplemented liquidity through financing activities with SK ecoplant in the first quarter of 2023 ~~from financing activities with SK ecoplant, but at~~and issuing the 3% Green Notes due June 2028 in the second quarter of 2023. At the same time, we increased our working capital ~~spend, resulting in an overall reduction of cash and cash equivalents.~~spend. In the first ~~quarter~~three quarters of 2023, we built up inventory in preparation for more expected shipments in the ~~second half~~fourth quarter of 2023. This enabled us to level load production and gain manufacturing efficiency. In addition, we ~~have entered into new leases in Delaware intended to expand~~expanded our warehouse space in Delaware to store more inventory to meet the anticipated increase in demand. If this increase in demand indoes not materialize to the ~~second half 2023 and beyond. Inventory is expected to continue to grow in the second quarter of 2023, with an~~degree we anticipated, ~~subsequent decrease in the second half of 2023 as we ship Energy Servers.~~our liquidity condition may be adversely impacted.

On March 20, 2023, we entered into the Amended SPA, with SK ecoplant, pursuant to which we issued and sold to SK ecoplant 13,491,701 shares of Series B RCPS for cash proceeds of $311.0 million, excluding issuance cost of $0.5 million.

On March 20, 2023, in connection with the Amended SPA, we also entered into the Loan Agreement, pursuant to which we ~~may~~were entitled to draw down on a loan from SK ecoplant with a maximum principal amount of $311.0 million, ~~should~~if SK ecoplant ~~send~~sent a redemption notice to us under the Amended SPA or otherwise ~~reduce~~had reduced any portion of its current holdings of our Class A common stock. ~~The Loan Agreement has a maturity of five years and bears an interest rate of 4.6%. The proceeds~~On September 23, 2023, all 13,491,701 shares of the ~~loan can be used by us for working capital and general corporate purpose needs. There~~Series B RCPS were ~~no amounts outstanding under the Loan Agreement as~~automatically converted into

shares of ~~March 31, 2023.~~

our Class A common stock. For further information on the strategic investment with SK ecoplant, see Part I, Item 1, Note 1516 - SK ecoplant Strategic Investment.

On May 16, 2023, we issued the 3% Green Notes with an aggregate principal amount of $632.5 million due June 2028, unless earlier repurchased, redeemed or converted, resulting in net cash proceeds of $613.0 million. On June 1, 2023, we used approximately $60.9 million of the net proceeds from this offering to redeem all of the outstanding principal amount of our 10.25% Senior Secured Notes due March 2027. The redemption price equaled 104% of the principal amount redeemed plus accrued and unpaid interest. We also used approximately $54.5 million of the net proceeds from the offering to purchase the Capped Calls.


(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,~~September 30, 2023
or
¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to ____________


Delaware			77-0565408
(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~~(1)~~	Trading ~~Symbol~~Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	BE	New York Stock Exchange
~~(1)~~ ~~Our Class B Common Stock is not registered but is convertible into shares of Class A Common Stock at the election of the holder.~~


			Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (unaudited)			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Comprehensive Loss			5
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)			6
Condensed Consolidated Statements of Cash Flows			78
Notes to Unaudited Condensed Consolidated Financial Statements			89
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations			3035
Item 3 - Quantitative and Qualitative Disclosures About Market Risk			4352
Item 4 - Controls and Procedures			4352

PART II - OTHER INFORMATION
Item 1 - Legal Proceedings			4453
Item 1A - Risk Factors			4453
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds			4453
Item 3 - Defaults Upon Senior Securities			4453
Item 4 - Mine Safety Disclosures			4453
Item 5 - Other Information			4453
Item 6 - Exhibits			4555

Signatures			4656


							September 30,		December 31,
		March 31,		December 31,			2023		2022
		2023		2022
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents1	Cash and cash equivalents1	$	320,431	$	348,498	Cash and cash equivalents1	$	557,384	$	348,498
Restricted cash1	Restricted cash1	47,241		51,515		Restricted cash1	42,614		51,515

Accounts receivable less allowance for doubtful accounts of $119 as of March 31, 2023 and December 31, 20221		329,757		250,995
Contract assets		47,778		46,727
Accounts receivable less allowance for doubtful accounts of $119 as of September 30, 2023 and December 31, 20221, 2						Accounts receivable less allowance for doubtful accounts of $119 as of September 30, 2023 and December 31, 20221, 2	334,495		250,995
Contract assets3						Contract assets3	143,875		46,727
Inventories1	Inventories1	397,689		268,394		Inventories1	475,649		268,394
Deferred cost of revenue		40,390		46,191
Loan commitment asset		5,259		—
Deferred cost of revenue4						Deferred cost of revenue4	62,212		46,191

Prepaid expenses and other current assets1	Prepaid expenses and other current assets1	56,384		43,643		Prepaid expenses and other current assets1	66,243		43,643
Total current assets	Total current assets	1,244,929		1,055,963		Total current assets	1,682,472		1,055,963
Property, plant and equipment, net1	Property, plant and equipment, net1	602,961		600,414		Property, plant and equipment, net1	490,535		600,414
Operating lease right-of-use assets1	Operating lease right-of-use assets1	129,377		126,955		Operating lease right-of-use assets1	127,973		126,955
Restricted cash1	Restricted cash1	115,773		118,353		Restricted cash1	37,698		118,353
Deferred cost of revenue	Deferred cost of revenue	4,667		4,737		Deferred cost of revenue	4,286		4,737
Loan commitment asset		47,533		—

Other long-term assets1	Other long-term assets1	46,970		40,205		Other long-term assets1	33,208		40,205
Total assets	Total assets	$	2,192,210	$	1,946,627	Total assets	$	2,376,172	$	1,946,627
Liabilities and stockholders’ equity	Liabilities and stockholders’ equity					Liabilities and stockholders’ equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable1	Accounts payable1	$	130,061	$	161,770	Accounts payable1	$	153,793	$	161,770
Accrued warranty	Accrued warranty	9,456		17,332		Accrued warranty	16,537		17,332
Accrued expenses and other current liabilities1		111,761		144,183
Deferred revenue and customer deposits1		148,530		159,048
Accrued expenses and other current liabilities1, 5						Accrued expenses and other current liabilities1, 5	116,480		144,183
Deferred revenue and customer deposits1, 6						Deferred revenue and customer deposits1, 6	119,157		159,048

Operating lease liabilities1	Operating lease liabilities1	16,148		16,227		Operating lease liabilities1	16,666		16,227
Financing obligations	Financing obligations	20,272		17,363		Financing obligations	39,093		17,363
Recourse debt	Recourse debt	12,971		12,716		Recourse debt	—		12,716
Non-recourse debt1	Non-recourse debt1	11,435		13,307		Non-recourse debt1	—		13,307
Redeemable convertible preferred stock, Series B		310,957		—

Total current liabilities	Total current liabilities	771,591		541,946		Total current liabilities	461,726		541,946

Deferred revenue and customer deposits1	Deferred revenue and customer deposits1	29,059		56,392		Deferred revenue and customer deposits1	14,499		56,392
Operating lease liabilities1	Operating lease liabilities1	135,287		132,363		Operating lease liabilities1	133,602		132,363

Financing obligations	Financing obligations	436,306		442,063		Financing obligations	410,365		442,063
Recourse debt	Recourse debt	269,382		273,076		Recourse debt	840,492		273,076
Non-recourse debt1	Non-recourse debt1	108,564		112,480		Non-recourse debt1	1,483		112,480

Other long-term liabilities	Other long-term liabilities	8,187		9,491		Other long-term liabilities	8,805		9,491
Total liabilities	Total liabilities	1,758,376		1,567,811		Total liabilities	$	1,870,972	$	1,567,811
Commitments and contingencies (Note 12)
Commitments and contingencies (Note 13)						Commitments and contingencies (Note 13)

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:

Common stock: $0.0001 par value; Class A shares - 600,000,000 shares authorized and 192,657,993 shares and 189,864,722 shares issued and outstanding and Class B shares - 600,000,000 shares authorized and 15,675,652 shares and 15,799,968 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		20		20
Common stock: $0.0001 par value; Class A shares - 600,000,000 shares authorized and 223,860,870 shares and 189,864,722 shares issued and outstanding and Class B shares - 600,000,000 shares authorized and 0 shares and 15,799,968 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively						Common stock: $0.0001 par value; Class A shares - 600,000,000 shares authorized and 223,860,870 shares and 189,864,722 shares issued and outstanding and Class B shares - 600,000,000 shares authorized and 0 shares and 15,799,968 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	21		20
Additional paid-in capital	Additional paid-in capital	4,036,697		3,906,491		Additional paid-in capital	4,360,080		3,906,491
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,352)		(1,251)		Accumulated other comprehensive loss	(2,378)		(1,251)
Accumulated deficit	Accumulated deficit	(3,636,050)		(3,564,483)		Accumulated deficit	(3,871,110)		(3,564,483)
Total equity attributable to Class A and Class B common stockholders		399,315		340,777
Total equity attributable to common stockholders						Total equity attributable to common stockholders	486,613		340,777
Noncontrolling interest	Noncontrolling interest	34,519		38,039		Noncontrolling interest	18,587		38,039
Total stockholders’ equity	Total stockholders’ equity	$	433,834	$	378,816	Total stockholders’ equity	$	505,200	$	378,816
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,192,210	$	1,946,627	Total liabilities and stockholders’ equity	$	2,376,172	$	1,946,627


		Three Months Ended March 31, 2023
	Class A and Class B Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity Attributable to Class A and Class B Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount
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 awards		2,104,904	—		—		—		—		—		—		—
ESPP purchase		449,525	—		7,756		—		—		7,756		—		7,756
Exercise of stock options		114,526	—		769		—		—		769		—		769
Stock-based compensation		—	—		29,294		—		—		29,294		—		29,294
Derecognition of the pre-modification forward contract fair value (Note 15)		—	—		76,242		—		—		76,242		—		76,242
Equity component of redeemable convertible preferred stock, Series B (Note 15)		—	—		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


		Three Months Ended September 30, 2023
	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount
Balances at June 30, 2023		209,181,382	$	20	$	4,011,900	$	(2,053)	$	(3,702,111)	$	307,756	$	38,479	346,235
Issuance of restricted stock awards		637,728	—		—		—		—		—		—		—
ESPP purchase		426,170	—		5,607		—		—		5,607		—		5,607
Exercise of stock options		123,889	—		1,138		—		—		1,138		—		1,138
Stock-based compensation expense		—	—		19,469		—		—		19,469		—		19,469

Buyout of noncontrolling interest (Note 10)		—	—		11,482		—		—		11,482		(18,346)		(6,864)
Conversion of Series B redeemable convertible preferred stock (Note 16)		13,491,701	1		310,484		—		—		310,485		—		310,485
Distributions and payments to noncontrolling interest		—	—		—		—		—		—		(2,265)		(2,265)
Foreign currency translation adjustment		—	—		—		(325)		—		(325)		(202)		(527)
Net (loss) gain		—	—		—		—		(168,999)		(168,999)		921		(168,078)
Balances at September 30, 2023		223,860,870	$	21	$	4,360,080	$	(2,378)	$	(3,871,110)	$	486,613	$	18,587	$	505,200


			Three Months Ended March 31, 2022																				Three Months Ended September 30, 2022
		Class A and Class B Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Deficit Attributable to Class A and Class B Common Stockholders		Noncontrolling Interest		Total Stockholders’ Deficit						Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity (Deficit) Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity (Deficit)
			Shares	Amount																			Shares		Amount
Balances at December 31, 2021			176,460,407	$	18	$	3,219,081	$	(350)	$	(3,263,075)	$	(44,326)	$	42,499		$	(1,827)
Balances at June 30, 2022																Balances at June 30, 2022					178,913,797	$	18	$	3,284,261	$	(1,000)	$	(3,460,234)	$	(176,955)	$	32,034	$	(144,921)
Issuance of restricted stock awards	Issuance of restricted stock awards		964,937	—		—		—		—		—		—			—		Issuance of restricted stock awards				539,074		—		—		—		—		—		—	—
ESPP purchase	ESPP purchase		420,689	—		5,981		—		—		5,981		—			5,981		ESPP purchase				339,055		—		5,619		—		—		5,619		—	5,619
Exercise of stock options	Exercise of stock options		149,662	—		980		—		—		980		—			980		Exercise of stock options				225,759		—		2,233		—		—		2,233		—	2,233
Stock-based compensation	Stock-based compensation		—	—		25,586		—		—		25,586		—			25,586		Stock-based compensation				—		—		23,893		—		—		23,893		—	23,893
Distributions and payments to noncontrolling interests	Distributions and payments to noncontrolling interests		—	—		(500)		—		—		(500)		(2,376)			(2,876)		Distributions and payments to noncontrolling interests				—		—		—		—		—		—		(1,557)	(1,557)
Contributions from noncontrolling interest																Contributions from noncontrolling interest					—	—		—		—		—		—		2,815		2,815
Public share offering																Public share offering					14,950,000	1		371,526		—		—		371,527		—		371,527
Forward to purchase Class A Common Stock																Forward to purchase Class A Common Stock					—	—		4,183		—		—		4,183		—		4,183
Foreign currency translation adjustment	Foreign currency translation adjustment		—	—		—		(153)		—		(153)		—			(153)		Foreign currency translation adjustment				—		—		—		(531)		—		(531)		(496)	(1,027)
Net loss1			—	—		—		—		(78,359)		(78,359)		(4,088)			(82,447)
Balances at March 31, 2022			177,995,695	$	18	$	3,251,128	$	(503)	$	(3,341,434)	$	(90,791)	$	36,035		$	(54,756)
Net loss																Net loss					—	—		—		—		(57,077)		(57,077)		(3,315)		(60,392)
Balances at September 30, 2022																Balances at September 30, 2022					194,967,685	$	19	$	3,691,715	$	(1,531)	$	(3,517,311)	$	172,892	$	29,481	$	202,373


		Nine Months Ended September 30, 2023
	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount
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 awards		3,496,491	—		—		—		—		—		—		—
ESPP purchase		875,695	—		13,363		—		—		13,363		—		13,363
Exercise of stock options		332,293	—		2,640		—		—		2,640		—		2,640
Stock-based compensation		—	—		77,755		—		—		77,755		—		77,755
Derecognition of the pre-modification forward contract fair value (Note 16)		—	—		76,242		—		—		76,242		—		76,242
Equity component of Series B redeemable convertible preferred stock (Note 16)		—	—		16,145		—		—		16,145		—		16,145
Contributions from noncontrolling interest		—	—		—		—		—		—		6,979		6,979
Purchase of capped call related to convertible notes (Note 7)		—	—		(54,522)		—		—		(54,522)		—		(54,522)
Buyout of noncontrolling interest (Note 10)		—	—		11,482		—		—		11,482		(18,346)		(6,864)
Conversion of Series B redeemable convertible preferred stock (Note 16)		13,491,701	1		310,484		—		—		310,485		—		310,485
Distributions and payments to noncontrolling interest		—	—		—		—		—		—		(2,265)		(2,265)
Foreign currency translation adjustment		—	—		—		(1,127)		—		(1,127)		(393)		(1,520)
Net loss		—	—		—		—		(306,627)		(306,627)		(5,427)		(312,054)
Balances at September 30, 2023		223,860,870	21		$	4,360,080	$	(2,378)	$	(3,871,110)	$	486,613	$	18,587	$	505,200


		Nine Months Ended September 30, 2022
	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Equity (Deficit) Attributable to Common Stockholders		Noncontrolling Interest		Total Stockholders’ Equity (Deficit)
		Shares	Amount
Balances at December 31, 2021		176,460,407	$	18	$	3,219,081	$	(350)	$	(3,263,075)	$	(44,326)	$	42,499	$	(1,827)
Issuance of restricted stock awards		2,328,713	—		—		—		—		—		—		—
ESPP purchase		759,744	—		11,600		—		—		11,600		—		11,600
Exercise of stock options		468,821	—		3,550		—		—		3,550		—		3,550
Stock-based compensation		—	—		82,275		—		—		82,275		—		82,275
Distributions and payments to noncontrolling interests		—	—		(500)		—		—		(500)		(5,472)		(5,972)
Contributions from noncontrolling interest		—	—		—		—		—		—		2,815		2,815
Public share offering		14,950,000	1		371,526		—		—		371,527		—		371,527
Forward to purchase Class A Common Stock		—	—		4,183		—		—		4,183		—		4,183
Foreign currency translation adjustment		—	—		—		(1,181)		—		(1,181)		(593)		(1,774)
Net loss1		—	—		—		—		(254,236)		(254,236)		(9,768)		(264,004)
Balances at September 30, 2022		194,967,685	$	19	$	3,691,715	$	(1,531)	$	(3,517,311)	$	172,892	$	29,481	$	202,373


		Fair Value Measured at Reporting Date Using									Fair Value Measured at Reporting Date Using
March 31, 2023		Level 1		Level 2		Level 3		Total
September 30, 2023										September 30, 2023	Level 1		Level 2		Level 3		Total

Assets	Assets									Assets
Cash equivalents:	Cash equivalents:									Cash equivalents:
Money market funds	Money market funds	$	163,701	$	—	$	—	$	163,701	Money market funds	$	489,395	$	—	$	—	$	489,395

		$	163,701	$	—	$	—	$	163,701		$	489,395	$	—	$	—	$	489,395
Liabilities	Liabilities									Liabilities

Derivatives:	Derivatives:									Derivatives:

Embedded EPP derivatives	Embedded EPP derivatives	—		—		5,778		$	5,778	Embedded EPP derivatives	$	—	$	—	$	3,948	$	3,948

		$	—	$	—	$	5,778	$	5,778		$	—	$	—	$	3,948	$	3,948


		Fair Value Measured at Reporting Date Using									Fair Value Measured at Reporting Date Using
December 31, 2022	December 31, 2022	Level 1		Level 2		Level 3		Total		December 31, 2022	Level 1		Level 2		Level 3		Total

Assets	Assets									Assets
Cash equivalents:	Cash equivalents:									Cash equivalents:
Money market funds	Money market funds	$	291,903	$	—	$	—	$	291,903	Money market funds	$	291,903	$	—	$	—	$	291,903

		$	291,903	$	—	$	—	$	291,903		$	291,903	$	—	$	—	$	291,903
Liabilities	Liabilities									Liabilities

Derivatives:	Derivatives:									Derivatives:

Embedded EPP derivatives	Embedded EPP derivatives	—		—		5,895		$	5,895	Embedded EPP derivatives	$	—	$	—	$	5,895	$	5,895

		$	—	$	—	$	5,895	$	5,895		$	—	$	—	$	5,895	$	5,895





Balances at December 31, 2022	$	17,332
Accrued warranty, net	~~7,924~~23,565
Warranty expenditures during the ~~quarter~~nine-month period	~~(15,800)~~(24,360)
Balances at ~~March 31,~~September 30, 2023	$	~~9,456~~16,537


		Unpaid Principal Balance		Net Carrying Value						Unused Borrowing Capacity		Interest Rate	Maturity Dates	Entity		Unpaid Principal Balance		Net Carrying Value							Interest Rate	Maturity Dates	Entity
				Current		Long- Term		Total										Current		Long- Term		Total		Interest Rate

10.25% Senior Secured Notes due March 2027		$	57,645	$	12,971	$	44,058	$	57,029	$	57,645	10.25%	March 2027	Company
3% Green Convertible Senior Notes due June 2028															3% Green Convertible Senior Notes due June 2028	632,500		—		614,183		614,183			3.0%	June 2028	Company
2.5% Green Convertible Senior Notes due August 2025	2.5% Green Convertible Senior Notes due August 2025	230,000		—		225,324		225,324		230,000		2.5%	August 2025	Company	2.5% Green Convertible Senior Notes due August 2025	230,000		—		226,309		226,309			2.5%	August 2025	Company
Total recourse debt	Total recourse debt	287,645		12,971		269,382		282,353		287,645					Total recourse debt	862,500		—		840,492		840,492
3.04% Senior Secured Notes due June 30, 2031		121,546		11,435		108,564		119,999		121,546		3.04%	June 2031	PPA V

4.6% Term Loan due March 2026															4.6% Term Loan due March 2026	1,483		—		1,483		1,483			4.6%	March 2026	Korean Joint Venture
Total non-recourse debt	Total non-recourse debt	121,546		11,435		108,564		119,999		121,546					Total non-recourse debt	1,483		—		1,483		1,483
Total debt	Total debt	$	409,191	$	24,406	$	377,946	$	402,352	$	409,191				Total debt	$	863,983	$	—	$	841,975	$	841,975


Remainder of 2023	Remainder of 2023	$	20,143	Remainder of 2023	$	—
2024	2024	25,623		2024	—
2025	2025	258,322		2025	230,000
2026	2026	30,912		2026	1,483
2027	2027	18,116		2027	—
Thereafter	Thereafter	56,075		Thereafter	632,500
		$	409,191		$	863,983


		March 31,		December 31,			September 30,		December 31,
		2023		2022			2023		2022

Raw materials	Raw materials	$	195,680	$	165,446	Raw materials	$	238,716	$	165,446
Finished goods	Finished goods	147,004		58,288		Finished goods	183,078		58,288
Work-in-progress	Work-in-progress	55,005		44,660		Work-in-progress	53,855		44,660
		$	397,689	$	268,394		$	475,649	$	268,394


		March 31,		December 31,			September 30,		December 31,
		2023		2022			2023		2022

Energy Servers	Energy Servers	$	538,912	$	538,912	Energy Servers	$	313,866	$	538,912
Machinery and equipment	Machinery and equipment	146,710		145,555		Machinery and equipment	165,814		145,555
Leasehold improvements	Leasehold improvements	104,758		104,528		Leasehold improvements	107,209		104,528
Construction-in-progress	Construction-in-progress	87,042		72,174		Construction-in-progress	105,787		72,174
Buildings	Buildings	49,419		49,240		Buildings	49,424		49,240
Computers, software and hardware	Computers, software and hardware	25,286		24,608		Computers, software and hardware	26,455		24,608
Furniture and fixtures	Furniture and fixtures	9,794		9,581		Furniture and fixtures	9,842		9,581
		961,921		944,598			778,397		944,598
Less: accumulated depreciation	Less: accumulated depreciation	(358,960)		(344,184)		Less: accumulated depreciation	(287,862)		(344,184)
		$	602,961	$	600,414		$	490,535	$	600,414


		Operating Leases		Finance Leases			Operating Leases		Finance Leases

Remainder of 2023	Remainder of 2023	$	23,382	$	989	Remainder of 2023	$	8,513	$	357
2024	2024	27,421		1,147		2024	29,803		1,289
2025	2025	28,158		662		2025	29,863		839
2026	2026	28,304		421		2026	29,769		598
2027	2027	27,014		249		2027	28,500		412
Thereafter	Thereafter	95,503		27		Thereafter	99,736		98
Total minimum lease payments	Total minimum lease payments	229,782		3,495		Total minimum lease payments	226,184		3,593
Less: amounts representing interest or imputed interest	Less: amounts representing interest or imputed interest	(78,347)		(508)		Less: amounts representing interest or imputed interest	(75,916)		(495)
Present value of lease liabilities	Present value of lease liabilities	$	151,435	$	2,987	Present value of lease liabilities	$	150,268	$	3,098


	Operating Leases

Remainder of 2023	$	15,668
2024	21,238
2025	21,630
2026	22,092
2027	22,566
Thereafter	85,009
Total minimum lease payments	$	188,203


		Outstanding Options						Outstanding Options
		Number of Shares	Weighted Average Exercise Price		Remaining Contractual Life (Years)	Aggregate Intrinsic Value		Number of Shares	Weighted Average Exercise Price		Remaining Contractual Life (Years)	Aggregate Intrinsic Value
		(in thousands)						(in thousands, except weighted average exercise price and remaining contractual life)
Balances at December 31, 2022	Balances at December 31, 2022	8,748,309	$	20.70	4.6	40,532	Balances at December 31, 2022	8,748,309	$	20.70	4.6	$	40,532

Exercised	Exercised	(114,526)	6.71				Exercised	(332,293)	7.94

Expired	Expired	(156,405)	30.45				Expired	(541,302)	26.95
Balances at March 31, 2023		8,477,378	20.71		4.4	42,208
Vested and expected to vest at March 31, 2023		8,474,492	20.71		4.4	42,171
Exercisable at March 31, 2023		8,417,352	$	20.81	4.4	41,425
Balances at September 30, 2023							Balances at September 30, 2023	7,874,714	20.81		3.8	17,890
Vested and expected to vest at September 30, 2023							Vested and expected to vest at September 30, 2023	7,873,962	20.81		3.8	17,885
Exercisable at September 30, 2023							Exercisable at September 30, 2023	7,844,713	$	20.86	3.8	$	17,707


		Number of Awards Outstanding	Weighted Average Grant Date Fair Value			Number of Awards Outstanding	Weighted Average Grant Date Fair Value

Unvested Balance at December 31, 2022	Unvested Balance at December 31, 2022	9,549,035	$	19.99	Unvested Balance at December 31, 2022	9,549,035	$	19.99
Granted	Granted	4,115,300	18.99		Granted	4,814,465	18.37
Vested	Vested	(2,104,904)	17.81		Vested	(3,496,491)	18.87
Forfeited	Forfeited	(126,807)	28.80		Forfeited	(1,428,026)	21.44
Unvested Balance at March 31, 2023		11,432,624	$	19.93
Unvested Balance at September 30, 2023					Unvested Balance at September 30, 2023	9,438,983	$	19.36


						Plan Shares Available for Grant

Balances at December 31, 2022						28,340,641
Added to plan						8,948,255
Granted						~~(3,851,435)~~(4,734,700)

Cancelled/~~Forfeited~~forfeited						~~223,447~~1,899,563
Expired						~~(138,839)~~(504,347)
Balances at ~~March 31,~~September 30, 2023						~~33,522,069~~33,949,412


	Three Months Ended, September 30, 2023
	Severance

Balance at June 30, 2023	$	—
Restructuring accruals	2,219
Payments	(1,047)
Balance at September 30, 2023	$	1,172


	Three Months Ended, September 30, 2023

Cost of product revenue	$	677
Cost of service revenue	48
Operating expenses:
Sales and marketing	1,387
General and administrative	107
Total	$	2,219


	Three Months Ended March 31,	Change
		2023	2022	Amount	%

Product accepted (in 100 kilowatt systems)		512	375	137	36.5	%


*			The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed ~~"filed"~~“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.