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BLOOM ENERGY CORPORATION

(BE)
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BLOOM ENERGY : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF (form 10-Q)

08/06/2021 | 04:27pm EDT

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, impact of COVID-19,
operations, supply chain, new markets and the sufficiency of our cash and our
liquidity. Forward-looking statements can also be identified by words such as
"future," "anticipates," "believes," "estimates," "expects," "intends," "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 and the timing
of certain events to differ materially from future results expressed or implied
by such forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those identified below, and
those discussed in the section titled "Risk Factors" included in Part II, Item
1A of this Quarterly Report on Form 10-Q and in our other filings with the
Securities and Exchange Commission, including our Annual Report on Form 10-K for
the fiscal year ended December 31, 2020 filed on February 26, 2021. Such
forward-looking statements speak only as of the date of this report. We disclaim
any obligation to update any forward-looking statements to reflect events or
circumstances after the date of such statements. You should review these risk
factors for a more complete understanding of the risks associated with an
investment in our securities. 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
We created the first large-scale, commercially viable solid oxide fuel-cell
based power generation platform that provides clean and resilient power to
businesses, essential services, and critical infrastructure. Our technology,
invented in the United States, is the most advanced thermal electric generation
technology on the market today. Our fuel-flexible Bloom Energy Servers can use
biogas and hydrogen, in addition to natural gas, to create electricity at
significantly higher efficiencies than traditional, combustion-based resources.
In addition, our fuel cell technology can be used to create hydrogen, which is
increasingly recognized as a critically important tool necessary for the full
decarbonization of the energy economy. Our enterprise customers are among the
largest multinational corporations who are leaders in adopting new technologies.
We also have strong relationships with some of the largest utility companies in
the United States and the Republic of Korea.
We market and sell our Energy Servers primarily through our direct sales
organization in the United States, and also have direct and indirect sales
channels internationally. Recognizing that deploying our solutions requires a
material 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, who prefer to finance the
acquisition using third-party financing or who prefer 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 recently expanded our product and
financing options to the 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.
COVID-19 Pandemic
General
We continue to monitor and adjust as appropriate our operations in response to
the COVID-19 pandemic. As a technology company that supplies resilient, reliable
and clean energy, we have been able to conduct the majority of operations as an
"essential business" in California and Delaware, where we manufacture and
perform many of our R&D activities, as well as in other states and countries
where we are installing or maintaining our Energy Servers. While many of our
employees continue to work from home unless they are directly supporting
essential manufacturing production operations, installation work, and service
and maintenance activities as well as some R&D and general administrative
functions, we have implemented
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a phased-in return of employees who were not included in these essential groups,
including at our headquarters in San Jose, California. We expect a full return
to the office in the Fall of 2021. We maintain protocols to minimize the risk of
COVID-19 transmission within our facilities, including enhanced cleaning,
temperature screenings upon entry and masking if required by the local
authorities. We will continue to follow CDC and local guidelines when notified
of possible exposures. For more information regarding the risks posed to our
company by the COVID-19 pandemic, refer to Part II, Item 1A, Risk Factors -
Risks Related to Our Products and Manufacturing - Our business has been and
continues to be adversely affected by the COVID-19 pandemic.
Liquidity and Capital Resources
COVID-19 created disruptions throughout various aspects of our business as noted
herein, but had a limited impact on our results of operation throughout 2020 and
the three and six months ended June 30, 2021. This is in part due to the fact
that throughout 2020, we were conservative with our working capital spend,
maintaining as much flexibility as possible around the timing of taking and
paying for inventory and manufacturing our product while managing potential
changes or delays in installations. While we improved our liquidity in 2020, we
increased our working capital spend in the first half of 2021. We have entered
into new leases to maintain sufficient manufacturing facilities to meet
anticipated demand in 2022, including new product line expansion. In addition,
we also increased our working capital spend and resources to enhance our
marketing efforts and to expand into new geographies both domestically and
internationally.
Although, we believe we have the sufficient capital for these activities over
the next 12 months, we may enter the equity or debt market for additional
expansion capital. Please refer to Note 7 - Outstanding Loans and Security
Agreements in Part I, Item 1, Financial Statements; and Part II, Item 1A, Risk
Factors - Risks Related to Our Liquidity - Our substantial indebtedness, and
restrictions imposed by the agreements governing our and our PPA Entities'
outstanding indebtedness, may limit our financial and operating activities and
may adversely affect our ability to incur additional debt to fund future needs,
and We may not be able to generate sufficient cash to meet our debt service
obligations, for more information regarding the terms of and risks associated
with our debt.
Sales
We have not experienced a significant impact on our selling activity related to
COVID-19 during the three and six months ended June 30, 2021.
Customer Financing
The ongoing COVID-19 pandemic resulted in a significant drop in the ability of
many financiers (particularly financing institutions) to monetize tax credits,
primarily the result of a potential drop in taxable income stemming from the
pandemic. However, during the three months ended June 30, 2021, we began to see
this constraint improving. As of June 30, 2021, we had obtained financing for
the majority of the financing required for our remaining 2021 installations. In
addition, our ability to obtain financing for our Energy Servers partly depends
on the creditworthiness of our customers, and a few of our customers' credit
ratings have fallen during the pandemic, which can impact the financing for
their use of an Energy Server. We continue to work on obtaining the remaining
financing required for our remaining 2021 installations but if we are unable to
secure financing for any of our remaining 2021 installations or any new
installations, our revenue, cash flow and liquidity will be materially impacted.
Installations and Maintenance of Energy Servers
Our installation and maintenance operations were impacted by the COVID-19
pandemic in 2020 and these impacts continued during the three and six months
ended June 30, 2021. Our installation projects have experienced some delays
relating to, among other things, shortages in available parts and labor for
design, installation and other work; the inability or delay in our ability to
access customer facilities due to shutdowns or other restrictions; and the
decreased productivity of our general contractors, their sub-contractors,
medium-voltage electrical gear suppliers, and the wide range of engineering and
construction related specialist suppliers on whom we rely for successful and
timely installations. Our installations completed during the three and six
months ended June 30, 2021 were minimally impacted by these factors, but given
our mitigation strategies, we were able to complete our planned installations.
As to maintenance, if we are delayed in or unable to perform scheduled or
unscheduled maintenance, our previously-installed Energy Servers will 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
be subject to increased costs in the
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future. During the three and six months ended June 30, 2021, we experienced no
delays in servicing our Energy Servers due to COVID-19.
Supply Chain
During 2020, we experienced COVID-19 related delays from certain vendors and
suppliers, although we were able to mitigate the impact so that we did not
experience delays in the manufacturing and installation of our Energy Servers.
We have a global supply chain and obtain components from Asia, Europe and India.
In many cases, the components we obtain are jointly developed with our suppliers
and unique to us, which makes it difficult to obtain and qualify alternative
suppliers should our suppliers be impacted by the COVID-19 pandemic.
During the three and six months ended June 30, 2021, we continued to experience
supply chain disruptions due to COVID-19. There have been a number of supply
chain disruptions throughout the global supply chain as countries are in various
stages of opening up and demand for certain components increases. Although we
were able to find alternatives for many component shortages, we experienced some
delays and cost increases with respect to logistics and container shortages. We
have put actions in place to mitigate the disruptions by booking alternate sea
routes, air shipments, creating virtual hubs and consolidating shipments coming
from the same region. During the three months ended June 30, 2021, we
experienced an increase in lead times for most of our components due to a
variety of factors, including supply shortages, shipping delays and labor
shortages, and we expect this to continue into the third quarter of 2021. During
the three months ended June 30, 2021, we also experienced price increases in raw
materials, which are used in our components and subassemblies that we expect to
continue into the third quarter of 2021. In addition, we expect component
shortages especially for semiconductors and specialty metals to persist at least
through the second half of 2021. In the event we are unable to mitigate the
impact of price increases in raw materials, electric components and freight, it
could delay the manufacturing and installation of our Energy Servers, which
would adversely impact our cash flows and results of operations, including
revenue and gross margin.
If spikes in COVID-19 occur in regions in which our supply chain operates,
including as a result of the Delta variant, which recently happened in India and
Japan, we could experience a delay in components and incur further freight price
increases, which could in turn impact production and installations and our cash
flow and results of operations, including revenue and gross margin.
Manufacturing
To date, COVID-19 has not impacted our production given the safety protocols we
have put in place augmented by our ability to increase our shifts and obtain a
contingent work force for some of the manufacturing activities. We have incurred
additional labor expense due to enhanced safety protocols designed to minimize
exposure and risk of COVID-19 transmission. If COVID-19 materially impacts our
supply chain or if we experience a significant COVID-19 outbreak that affects
our manufacturing workforce, our production could be adversely impacted which
could adversely impact our cash flow and results of operation, including
revenue.
Purchase and Financing Options
Overview

Initially, we offered our Energy Servers only as direct sale, in which the
customer purchases the product directly from us for cash payments made in
installments. Over time, we learned that while interested in our Energy Servers,
some customers lacked the interest or financial capability to purchase our
Energy Servers directly. Additionally, some of these customers were not in a
position to optimize the use of federal tax benefits associated with the
ownership of our Energy Servers like the federal Investment Tax Credit ("ITC")
or accelerated depreciation.
In order to expand our offerings to those unable to or those who prefer not
directly purchase our Energy Servers, we subsequently developed three financing
options that enabled customers' use of the Energy Servers with a pay as you go
model through third-party ownership financing arrangements.
Under the Traditional Lease option, a customer may lease one or more Energy
Servers from a financial institution that purchases such Energy Servers. In most
cases, the financial institution completes its purchase from us immediately
after commissioning. We both (i) facilitate this financing arrangement between
the financial institution and the customer and (ii) provide ongoing operations
and maintenance services for the Energy Servers (such arrangement, a
"Traditional Lease").
Alternatively, a customer may enter into one of two major types of contracts
with us for the use of the Energy Servers or the purchase of electricity
generated by the Energy Servers. The first type of contract has a fixed monthly
payment component
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that is required regardless of the Energy Servers' performance, and in some
cases also includes a variable payment based on the Energy Server's performance
(a "Managed Services Agreement"). Managed Services Agreements are then financed
pursuant to a sale-leaseback with a financial institution (a "Managed Services
Financing"). The second type of services contract requires the customer to pay
for each kilowatt-hour produced by the Energy Servers (a "Power Purchase
Agreement" or "PPA"). PPAs are typically financed on a portfolio basis. PPAs
have been financed through tax equity partnerships, acquisition financings, and
direct sales to investors (each, a "Portfolio Financing").

Our capacity to offer our Energy Servers through any of these financed
arrangements depends in large part on the ability of the financing party or
parties involved to optimize the federal tax benefits associated with a fuel
cell, like the ITC or accelerated depreciation. Interest rate fluctuations may
also impact the attractiveness of any financing offerings for our customers, and
currency exchange fluctuations may also impact the attractiveness of
international offerings. Our ability to finance a Managed Services Agreement or
a PPA is limited by the creditworthiness of the customer. Additionally, the
Traditional Lease and Managed Services Financing options are also limited by the
customer's willingness to commit to making fixed payments regardless of the
performance of our obligations under the customer agreement.
In each of our financing options, we typically perform the functions of a
project developer, including identifying end customers and financiers, leading
the negotiations of the customer agreements and financing agreements, securing
all necessary permitting and interconnections approvals, and overseeing the
design and construction of the project up to and including commissioning the
Energy Servers.
Warranties and Guaranties
We typically provide warranties and guaranties regarding the performance
(efficiency and output) of the Energy Servers' to both the customer and in the
case of Portfolio Financings, the investor. We refer to a "performance warranty"
as a commitment where the failure of the Energy Servers to satisfy the stated
performance level obligates us to repair or replace the Energy Servers as
necessary to improve performance. If we fail to complete such repair or
replacement, or if repair or replacement is impossible, we may be obligated to
repurchase the Energy Servers from the customer or financier. We refer to a
"performance guaranty" as a commitment where the failure of the Energy Servers
to satisfy the stated performance level obligates us to make a payment to
compensate the beneficiary of such guaranty for the resulting increased cost or
decreased benefits resulting from the failure to meet the guaranteed level. Our
obligation to make payments under the performance guaranty is always
contractually capped.
In most cases, we include the first year of performance warranties and
guaranties in the sale price of the Energy Server. Typically, performance
warranties and guaranties made for the benefit of the customer are in the
Managed Services Agreement or PPA, as the case may be. In a Portfolio Financing,
the performance warranties and guaranties made for the benefit of the investors
are in an operations and maintenance agreement ("O&M Agreement"). In a
Traditional Lease or direct purchase option, the performance warranties and
guaranties are in an extended maintenance service agreement.
Direct Purchase
There are customers who purchase our Energy Servers directly pursuant to a fuel
cell system supply and installation agreement. In connection with the purchase
of Energy Servers, the customers enter into an O&M Agreement that provide for
certain performance warranties and guaranties. The O&M Agreement may either be
(i) for a one-year period, subject to annual renewal at the customer's option,
under which our customers have historically almost always renewed the O&M
Agreement for an additional year each year, or (ii) for a fixed term, typically
20 years.
These performance guarantees are negotiated on a case-by-case basis, but we
typically provide an output guaranty of 95% measured semi-annually and an
efficiency guaranty of 54% measured cumulatively from the date the applicable
Energy Server(s) are commissioned. In each case, underperformance obligates us
to make a payment to the owner of the Energy Server(s). As of June 30, 2021, our
obligation to make payments for underperformance on the direct purchase projects
was capped at an aggregate total of approximately $106.7 million (including
payments both for low output and for low efficiency). As of June 30, 2021, our
aggregate remaining potential liability under this cap was approximately $86.2
million.
Overview of Financing and Lease Options
The substantial majority of bookings made in recent periods have been Managed
Services Agreements and PPAs. Each of our financing transaction structures is
described in further detail below.

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Managed Services Financing

                     [[Image Removed: be-20210630_g2.jpg]]
Under our Managed Services Financing option, we enter into a Managed Services
Agreement with a customer for a certain term. In exchange for the use of the
Energy Server and its generated electricity, the customer makes a monthly
payment. The monthly payment always includes a fixed monthly capacity-based
payment, and in some cases also includes a performance-based payment based on
the performance of the Energy Server. The fixed capacity-based payments made by
the customer under the Managed Services Agreement are applied toward our
obligation to pay down our periodic rent liability under a sale-leaseback
transaction with an investor. We assign all our rights to such fixed payments
made by the customer to the financier, as lessor. The performance payment is
transferred to us as compensation for operations and maintenance services and
recognized as electricity revenue within the condensed consolidated statements
of operations.
Under a Managed Services Financing, once we enter into a Managed Services
Agreement with the customer, a financier is identified, we sell the Energy
Server to the financier, as lessor, and the financier, as lessor, leases it back
to us, as lessee, pursuant to a sale-leaseback transaction. The proceeds from
the sale are recognized as a financing obligation within the condensed
consolidated balance sheets. Any ongoing operations and maintenance service
payments are scheduled in the Managed Services Agreement in the form of the
performance-based payment described above. The financier typically pays the
purchase price for an Energy Server contemplated by the Managed Services
Agreement on or shortly after acceptance.
The duration of the master lease in a Managed Services Financing is currently
between five and ten years.
Our Managed Services Agreements typically provide only for performance
warranties of both the efficiency and output of the Energy Server, all of which
are written for the benefit of the customer. These types of projects typically
do not include guaranties above the warranty commitments, but in projects where
the customer agreement includes a service payment for our operations and
maintenance, that payment is typically proportionate to the output generated by
the Energy Server(s) and our pricing assumes service revenues at the 95% output
level. This means that our service revenues may be lower than expected if output
is less than 95% and higher if output exceeds 95%. As of June 30, 2021, we had
incurred no liabilities due to failure to repair or replace our Energy Servers
pursuant to these performance warranties and the fleet of our Energy Servers
deployed pursuant to the Managed Services Financings was performing at a
lifetime average output of approximately 86%.
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Portfolio Financings

                     [[Image Removed: be-20210630_g3.jpg]]
*A type of Portfolio Financing pursuant to which we sell an entire operating
company to an investor or tax-equity partnership in which we have no equity in
the purchaser, also referred to as Third-Party PPA.
We have financed PPAs through two types of Portfolio Financings. In one type of
transaction, we finance a portfolio of PPAs pursuant to a tax equity partnership
in which we hold a managing member interest (such partnership, a "PPA Entity").
We sell the portfolio of Energy Servers to a single member limited liability
project company (an "Operating Company"). The Operating Company sells the
electricity generated by the Energy Servers contemplated by the PPAs to the
ultimate end customers. As these transactions include an equity investment by us
in the PPA Entity for which we are the primary beneficiary and therefore
consolidate the entities, we recognize revenue as the electricity is produced.
Our future plans to raise capital no longer contemplate these types of
transactions.
We also finance PPAs through a second type of Portfolio Financing pursuant to
which we sell an entire Operating Company to an investor or tax equity
partnership in which we do not have an equity interest (a "Third-Party PPA"). We
recognize revenue on the sale of each Energy Server purchased by the Operating
Company on acceptance. For further discussion, see Note 11 - Portfolio
Financings in Part I, Item 1, Financial Statements.
When we finance a portfolio of Energy Servers and PPAs through a Portfolio
Financing, we enter into a sale, engineering and procurement and construction
agreement ("EPC Agreement") and an O&M Agreement, in each case with the
Operating Company that both is counter-party to the portfolio of PPAs and that
will eventually own the Energy Servers. As counter-party to the portfolio of
PPAs, the Operating Company, as owner of the Energy Servers, receives all
customer payments generated under the PPAs, any ITC, all accelerated tax
depreciation benefits, and any other available state or local benefits arising
out of the ownership or operation of the Energy Servers, to the extent not
already allocated to the end customer under the PPA.
The sales of our Energy Servers to the Operating Company in connection with a
Portfolio Financing have many of the same terms and conditions as a direct sale.
Payment of the purchase price is generally broken down into multiple
installments,
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which may include payments prior to shipment, upon shipment or delivery of the
Energy Server, and upon acceptance of the Energy Server. Acceptance typically
occurs when the Energy Server is installed and running at full power as defined
in the applicable EPC Agreement. A one-year service warranty is provided with
the initial sale. After the expiration of the initial standard one-year
warranty, the Operating Company has the option to extend our operations and
maintenance services under the O&M Agreement on an annual basis at a price
determined at the time of purchase of our Energy Server, which may be renewed
annually for each Energy Server for up to 30 years. After the standard one-year
warranty period, the Operating Company has almost always exercised the option to
renew our operations and maintenance services under the O&M Agreement.
We typically provide performance warranties and guaranties related to output to
the Operating Company under the O&M Agreement. We also backstop all of the
Operating Company's obligations under the portfolio of PPAs, including both the
repair or replacement obligations pursuant to the performance warranties and any
payment liabilities under the guaranties.
As of June 30, 2021, we had incurred no liabilities to investors in Portfolio
Financings due to failure to repair or replace Energy Servers pursuant to these
performance warranties. Our obligation to make payments for underperformance
against the performance guaranties was capped at an aggregate total of
approximately $114.3 million (including payments both for low output and for low
efficiency) and our aggregate remaining potential liability under this cap was
approximately $104.8 million.
Obligations to Operating Companies
In addition to our obligations to the end customers, our Portfolio Financings
involve many obligations to the Operating Company that purchases our Energy
Servers. These obligations are set forth in the applicable EPC Agreement and O&M
Agreement, and may include some or all of the following obligations:
•designing, manufacturing, and installing the Energy Servers, and selling such
Energy Servers to the Operating Company;
•obtaining all necessary permits and other governmental approvals necessary for
the installation and operation of the Energy Servers, and maintaining such
permits and approvals throughout the term of the EPC Agreements and O&M
Agreements;
•operating and maintaining the Energy Servers in compliance with all applicable
laws, permits and regulations;
•satisfying the performance warranties and guaranties set forth in the
applicable O&M Agreements; and
•complying with any other specific requirements contained in the PPAs with
individual end-customers.
The EPC Agreement obligates us to repurchase the Energy Server in the event of
certain IP Infringement claims. The O&M Agreement obligates us to repurchase the
Energy Servers in the event the Energy Servers fail to comply with the
performance warranties and guaranties in the O&M Agreement and we do not cure
such failure in the applicable time period, or that a PPA terminates as a result
of any failure by us to perform the obligations in the O&M Agreement. In some of
our Portfolio Financings, our obligation to repurchase Energy Servers under the
O&M extends to the entire fleet of Energy Servers sold in the event a systemic
failure affects more than a specified number of Energy Servers.
In some Portfolio Financings, we have also agreed to pay liquidated damages to
the applicable Operating Company in the event of delays in the manufacture and
installation of our Energy Servers, either in the form of a cash payment or a
reduction in the purchase price for the applicable Energy Servers.
Both the upfront purchase price for our Energy Servers and the ongoing fees for
our operations and maintenance are paid on a fixed dollar-per-kilowatt basis.
Administration of Operating Companies
In each of our Portfolio Financings in which we hold an interest in the tax
equity partnership, we perform certain administrative services as managing
member on behalf of the applicable Operating Company, including invoicing the
end customers for amounts owed under the PPAs, administering the cash receipts
of the Operating Company in accordance with the requirements of the financing
arrangements, interfacing with applicable regulatory agencies, and other similar
obligations. We are compensated for these services on a fixed
dollar-per-kilowatt basis.
The Operating Company in each of our PPA Entities (with the exception of one PPA
Entity) has incurred debt in order to finance the acquisition of Energy Servers.
The lenders for these projects are a combination of banks and/or institutional
investors. In each case, the debt is secured by all of the assets of the
applicable Operating Company, such assets being primarily
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comprised of the Energy Servers and a collateral assignment of each of the
contracts to which the Operating Company is a party, including the O&M Agreement
and the PPAs. As further collateral, the lenders receive a security interest in
100% of the membership interest of the Operating Company. The lenders have no
recourse to us or to any of the other equity investors (the "Equity Investors")
in the Operating Company for liabilities arising out of the portfolio.
We have determined that we are the primary beneficiary in the PPA Entities,
subject to reassessments performed as a result of upgrade transactions.
Accordingly, we consolidate 100% of the assets, liabilities and operating
results of these entities, including the Energy Servers and lease income, in our
condensed consolidated financial statements. We recognize the Equity Investors'
share of the net assets of the investment entities as noncontrolling interests
in subsidiaries in our condensed consolidated balance sheet. We recognize the
amounts that are contractually payable to these investors in each period as
distributions to noncontrolling interests in our condensed consolidated
statements of convertible redeemable preferred stock, redeemable noncontrolling
interest, stockholders' deficit and noncontrolling interest. Our condensed
consolidated statements of cash flows reflect cash received from these investors
as proceeds from investments by noncontrolling interests in subsidiaries. Our
condensed consolidated statements of cash flows also reflect cash paid to these
investors as distributions paid to noncontrolling interests in subsidiaries. We
reflect any unpaid distributions to these investors as distributions payable to
noncontrolling interests in subsidiaries on our condensed consolidated balance
sheets. However, the Operating Companies are separate and distinct legal
entities, and Bloom Energy Corporation may not receive cash or other
distributions from the Operating Companies except in certain limited
circumstances and upon the satisfaction of certain conditions, such as
compliance with applicable debt service coverage ratios and the achievement of a
targeted internal rate of return to the Equity Investors, or otherwise.
For further information about our Portfolio Financings, see Note 11 - Portfolio
Financings in Part I, Item 1, Financial Statements.
Traditional Lease
                     [[Image Removed: be-20210630_g4.jpg]]
Under the Traditional Lease option, the customer enters into a lease directly
with a financier (the "Lease"), which pays us for our Energy Servers purchased
pursuant to a direct sales agreement. We recognize product and installation
revenue upon acceptance. After the standard one-year warranty period, our
customers have almost always exercised the option to enter into service
agreement for operations and maintenance work with us, under which we receive
annual service payments from the customer. The price for the annual operations
and maintenance services is set at the time we enter into the Lease. The term of
a lease in a Traditional Lease option ranges from five to ten years.
The direct sales agreement provides for sale and the installation of our Energy
Servers and includes a standard one-year warranty, to the financier as
purchaser. The services agreement with the customer provides certain performance
warranties and guaranties, with the services term offered on an annually
renewing basis at the discretion of, and to, the customer. The customer must
provide fuel for the Bloom Energy Servers to operate.
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The direct sales agreement in a Traditional Lease arrangement typically provides
for performance warranties and guaranties of both the efficiency and output of
our Energy Servers, all of which are written in favor of the customer. As of
June 30, 2021, we had incurred no liabilities due to failure to repair or
replace our Energy Servers pursuant to these performance warranties. Our
obligation to make payments for underperformance against the performance
guaranties for projects financed pursuant to a Traditional Lease was capped
contractually under the sales agreement between us and each customer at an
aggregate total of approximately $6.0 million (including payments both for low
output and for low efficiency) and our aggregate remaining potential liability
under this cap was approximately $3.2 million.
Remarketing at Termination of Lease
In the event the customer does not renew or purchase our Energy Servers upon the
expiration of its Lease, we may remarket any such Energy Servers to a third
party. Any proceeds of such sale would be allocated between us and the
applicable financing partner as agreed between them at the time of such sale.
Delivery and Installation
The timing of delivery and installations of our products have a significant
impact on the timing of the recognition of product and installation revenue.
Many factors can cause a lag between the time that a customer signs a purchase
order and our recognition of product revenue. These factors include the number
of Energy Servers installed per site, local permitting and utility requirements,
environmental, health and safety requirements, weather, and customer facility
construction schedules. Many of these factors are unpredictable and their
resolution is often outside of our or our customers' control. Customers may also
ask us to delay an installation for reasons unrelated to the foregoing,
including delays in their obtaining financing. Further, due to unexpected
delays, deployments may require unanticipated expenses to expedite delivery of
materials or labor to ensure the installation meets the timing objectives. These
unexpected delays and expenses can be exacerbated in periods in which we deliver
and install a larger number of smaller projects. In addition, if even relatively
short delays occur, there may be a significant shortfall between the revenue we
expect to generate in a particular period and the revenue that we are able to
recognize. For our installations, revenue and cost of revenue can fluctuate
significantly on a periodic basis depending on the timing of acceptance and the
type of financing used by the customer.
International Channel Partners
India. In India, sales activities are currently conducted by Bloom Energy
(India) Pvt. Ltd., our wholly-owned indirect subsidiary; however, we continue to
evaluate the Indian market to determine whether the use of channel partners
would be a beneficial go-to-market strategy to grow our India market sales.
Japan. In Japan, sales have been conducted pursuant to a Japanese joint venture
established between us and subsidiaries of SoftBank Corp, called Bloom Energy
Japan Limited ("Bloom Energy Japan"). Under this arrangement, we sell Energy
Servers to Bloom Energy Japan and we recognize revenue once the Energy Servers
leave the port in the United States. Bloom Energy Japan enters into the contract
with the end customer and performs all installation work as well as some of the
operations and maintenance work. As of July 1, 2021, we acquired Softbank
Corp.'s interest in Bloom Energy Japan Limited for a cash payment and our now
the sole owner of Bloom Energy Japan.
The Republic of Korea. In 2018, Bloom Energy Japan consummated a sale of Energy
Servers in the Republic of Korea to Korea South-East Power Company. Following
this sale, we entered into a Preferred Distributor Agreement with SK Engineering
& Construction Co., Ltd. ("SK E&C") to enable us to sell directly into the
Republic of Korea.
Under our agreement with SK E&C, SK E&C has a right of first refusal during the
term of the agreement, with certain exceptions, to serve as distributor of
Energy Servers for any fuel cell generation project in the Republic of Korea,
and we have the right of first refusal to serve as SK E&C's supplier of
generation equipment for any Bloom Energy fuel cell project in the Republic of
Korea. Under the terms of each purchase order, title, risk of loss and
acceptance of the Energy Servers pass from us to SK E&C upon delivery at the
named port of lading for shipment in the United States for the Energy Servers
shipped in 2018 and thereafter, upon delivery at the named port of unlading in
the Republic of Korea, prior to unloading subject to final purchase order terms.
The Preferred Distributor Agreement has an initial term expiring on December 31,
2021, and thereafter will automatically be renewed for three-year renewal terms
unless either party terminates this agreement by prior written notice under
certain circumstances.
Under the terms of the Preferred Distributor Agreement, we (or our subsidiary)
contract directly with the customer to provide operations and maintenance
services for the Energy Servers. We have established a subsidiary in the
Republic of Korea, Bloom Energy Korea, LLC, to which we subcontract such
operations and maintenance services. The terms of the
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operations and maintenance are negotiated on a case-by-case basis with each
customer, but are generally expected to provide the customer with the option to
receive services for at least 10 years, and for up to the life of the Energy
Servers.
SK E&C Joint Venture Agreement. In September 2019, we entered into a joint
venture agreement with SK E&C to establish a light-assembly facility in the
Republic of Korea for sales of certain portions of our Energy Server for the
stationary utility and commercial and industrial market in the Republic of
Korea. The joint venture is majority controlled and managed by us, with the
facility, which became operational in July 2020. Other than a nominal initial
capital contribution by Bloom Energy, the joint venture will be funded by SK
E&C. SK E&C, who currently acts as a distributor for our Energy Servers for the
stationary utility and commercial and industrial market in the Republic of
Korea, will be the primary customer for the products assembled by the joint
venture.
Community Distributed Generation Programs
In July 2015, the state of New York introduced its Community Distributed
Generation ("CDG") program, which extends New York's net metering program in
order to allow utility customers to receive net metering credits for electricity
generated by distributed generation assets located on the utility's grid but not
physically connected to the customer's facility. This program allows for the use
of multiple generation technologies, including fuel cells. Since then the states
of Connecticut and Maine have instituted a similar program and we expect that
other states may adopt similar programs in the future. In June 2020, the New
York Public Service Commission issued an Order that limited the CDG compensation
structure for "high capacity factor resources," including fuel cells, in a way
that will make the economics for these types of projects more challenging in the
future. However, the projects that were already under contract were
grandfathered into the program under the previous compensation structure.
We have entered into sales, installation, operations and maintenance agreements
with three developers for the deployment of our Energy Servers pursuant to the
New York CDG program for a total of 441 systems. As of June 30, 2021, we have
recognized revenue associated with 221 systems. We continue to believe that
these types of subscriber-based programs could be a source of future revenue and
will continue to look to generate sales through these programs during 2021.

Comparison of the Three and Six Months Ended June 30, 2021 and 2020
Key Operating Metrics
In addition to the measures presented in the condensed consolidated financial
statements, we use certain key operating metrics below to evaluate business
activity, to measure performance, to develop financial forecasts and to make
strategic decisions.
We no longer consider billings related to our products to be a key operating
metric. Billings as a metric was introduced to provide insight into our customer
contract billings as differentiated from revenue when a significant portion of
those customer contracts had product and installation billings recognized as
electricity revenue over the term of the contract instead of at the time of
delivery or acceptance. Today, a very small portion of our customer contracts
have revenue recognized over the term of the contract, and thus it is no longer
a meaningful metric for us.
Acceptances
We use acceptances as a key operating metric to measure the volume of our
completed Energy Server installation activity from period to period. Acceptance
typically occurs upon transfer of control to our customers, which depending on
the contract terms is when the system is shipped and delivered to our customers,
when the system is shipped and delivered and is physically ready for startup and
commissioning, or when the system is shipped and delivered and is turned on and
producing power.
The product acceptances in the three and six months ended June 30, 2021 and 2020
were as follows:
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                                       Three Months Ended                                                             Six Months Ended
                                            June 30,                                Change                                June 30,                               Change
                                    2021                 2020               Amount                %               2021                 2020              Amount                %

Product accepted during
the period
(in 100 kilowatt systems)            433                  306                    127            41.5  %            791                  562                   229            40.7  %


Product accepted for the three months ended June 30, 2021 compared to the same
period in 2020 increased by 127 systems, or 41.5%, as demand increased for our
Energy Servers in the Republic of Korea and the United States.
Product accepted for the six months ended June 30, 2021 compared to the same
period in 2020 increased by 229 systems, or 40.7%, as demand increased for our
Energy Servers in the Republic of Korea and the utility sector where we accepted
146 systems as part of the CDG program.
Our customers have several purchase options for our Energy Servers. The portion
of acceptances attributable to each purchase option in the three and six months
ended June 30, 2021 and 2020 was as follows:
                                                                   Three Months Ended                       Six Months Ended
                                                                        June 30,                                June 30,
                                                                2021                2020                2021                2020

Direct Purchase (including Third-Party PPAs and
International Channels)                                             99  %              100  %               99  %               99  %

Managed Services                                                     1  %                -  %                1  %                1  %

                                                                   100  %              100  %              100  %              100  %


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The portion of total revenue attributable to each purchase option in the three and six months ended June 30, 2021 and 2020 was as follows:

                                                                   Three Months Ended                       Six Months Ended
                                                                        June 30,                                June 30,
                                                                2021                2020                2021                2020

Direct Purchase (including Third-Party PPAs and
International Channels)                                             89  %               88  %               89  %               87  %
Traditional Lease                                                    1  %                1  %                1  %                1  %
Managed Services                                                     5  %                5  %                5  %                6  %

Portfolio Financings                                                 5  %                6  %                5  %                6  %
                                                                   100  %              100  %              100  %              100  %


Costs Related to Our Products
Total product related costs for the three and six months ended June 30, 2021 and
2020 was as follows:
                                         Three Months Ended                                                                Six Months Ended
                                              June 30,                                  Change                                 June 30,                                Change
                                      2021                  2020               Amount                %                 2021                 2020               Amount              %

Product costs of product
accepted in the period                $2,351 /kW           $2,409 /kW           $(58) /kW           (2.4) %            $2,339/kW           $2,456 /kW          $(117)/kW         (4.8) %
Period costs of
manufacturing related
expenses not included in
product costs (in
thousands)                      $    4,252             $     4,913          $     (661)            (13.5) %       $     7,838          $    11,267          $  (3,429)          (30.4) %
Installation costs on
product accepted in the
period                                  $853 /kW           $1,200 /kW          $(347) /kW          (28.9) %              $541/kW            $1,011/kW          $(470)/kW        (46.5) %


Product costs of product accepted for the three months ended June 30, 2021
compared to the same period in 2020 decreased by approximately $58 per kilowatt
driven generally by our ongoing cost reduction efforts to reduce material costs
in conjunction with our suppliers and our reduction in labor and overhead costs
through improved processes and automation at our manufacturing facilities.
Product costs of product accepted for the six months ended June 30, 2021
compared to the same period in 2020 decreased by approximately $117 per kilowatt
driven generally by our ongoing cost reduction efforts to reduce material costs
in conjunction with our suppliers and our reduction in labor and overhead costs
through improved processes and automation at our manufacturing facilities.
Period costs of manufacturing related expenses for the three months ended June
30, 2021 compared to the same period in 2020 decreased by approximately $0.7
million primarily driven by higher absorption of fixed manufacturing costs into
product costs due to a larger volume of builds through our factory tied to our
acceptance growth, which resulted in higher factory utilization and higher
utilization of inventory materials.
Period costs of manufacturing related expenses for the six months ended June 30,
2021 compared to the same period in 2020 decreased by approximately $3.4 million
primarily driven by higher absorption of fixed manufacturing costs into product
costs due to a larger volume of builds through our factory tied to our
acceptance growth, which resulted in higher factory utilization and higher
utilization of inventory materials.
Installation costs on product accepted for the three months ended June 30, 2021
compared to the same period in 2020 decreased by approximately $347 per
kilowatt. Each customer site is different and installation costs can vary due to
a number of factors, including site complexity, size, location of gas,
personalized applications, the customer's option to complete the installation of
our Energy Servers themselves, and the timing between the delivery and final
installation of our product acceptances under certain circumstances. As such,
installation on a per kilowatt basis can vary significantly from
period-to-period. For the three months ended June 30, 2021, the decrease in
installation cost was driven by site mix as many of the
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acceptances did not have installation, either because the installation was done
by our distribution channel partner in the Republic of Korea or the final
installation associated with a specific customer will be completed later in the
year although the Energy Servers were delivered and accepted during the quarter.
Installation costs on product accepted for the six months ended June 30, 2021
compared to the same period in 2020 decreased by approximately $470 per
kilowatt. For the six months ended June 30, 2021, the decrease in install cost
was driven by site mix as many of the acceptances did not have installation,
either because the installation was done by our distribution channel partner in
the Republic of Korea or the final installation associated with a specific
customer will be completed later in the year although the Energy Servers were
delivered and accepted during the period.
Results of Operations
A discussion regarding the comparison of our financial condition and results of
operations for the three and six months ended June 30, 2021 and 2020 is
presented below.
Revenue
                                   Three Months Ended                                                              Six Months Ended
                                        June 30,                              Change                                   June 30,                                   Change
                                 2021               2020             Amount               %                   2021                   2020                Amount               %
                                                   (dollars in thousands)                                                (dollars in thousands)
Product                      $ 146,867          $ 116,197          $ 30,670              26.4  %       $          284,797       $       215,756       $     69,041           32.0  %
Installation                    28,879             29,839              (960)             (3.2) %                   31,538                46,457           (14,919)          (32.1) %
Service                         35,707             26,208             9,499              36.2  %                   72,124                51,355             20,769           40.4  %
Electricity                     17,017             15,612             1,405               9.0  %                   34,018                30,987              3,031            9.8  %
Total revenue                $ 228,470          $ 187,856          $ 40,614              21.6  %       $          422,477       $       344,555       $     77,922           22.6  %


Total Revenue
Total revenue increased by $40.6 million, or 21.6%, for the three months ended
June 30, 2021 as compared to the prior year period. This increase was primarily
driven by a $30.7 million increase in product revenue and $9.5 million increase
in service revenue partially offset by a $1.0 million decrease in installation
revenue.
Total revenue increased by $77.9 million, or 22.6%, for the six months ended
June 30, 2021 as compared to the prior year period. This increase was primarily
driven by a $69.0 million increase in product revenue and $20.8 million increase
in service revenue partially offset by a $14.9 million decrease in installation
revenue.
Product Revenue
Product revenue increased by $30.7 million, or 26.4%, for the three months ended
June 30, 2021 as compared to the prior year period. The product revenue increase
was driven primarily by a 41.5% increase in product acceptances as a result of
expansion in existing markets. Product revenue was minimally impacted by price
reductions on a per unit basis.
Product revenue increased by $69.0 million, or 32.0%, for the six months ended
June 30, 2021 as compared to the prior year period. The product revenue increase
was driven primarily by a 40.7% increase in product acceptances as a result of
expansion in existing markets and in our CDG program. Product revenue was
minimally impacted by price reductions on a per unit basis.
Installation Revenue
Installation revenue decreased by $1.0 million, or 3.2%, for the three months
ended June 30, 2021 as compared to the prior year period. This decrease in
installation revenue was driven by site mix as many of the acceptances did not
have installation, either because the installation was done by our distribution
channel partner in the Republic of Korea or the final installation associated
with a specific customer will be completed later in the year although the Energy
Servers were delivered and accepted during the quarter.
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Installation revenue decreased by $14.9 million, or 32.1%, for the six months
ended June 30, 2021 as compared to the prior year period. This decrease in
installation revenue was driven by site mix as many of the acceptances did not
have installation, either because the installation was done by our distribution
channel partner in the Republic of Korea or the final installation associated
with a specific customer will be completed later in the year although the Energy
Servers were delivered and accepted during the period.
Service Revenue
Service revenue increased by $9.5 million, or 36.2%, for the three months ended
June 30, 2021 as compared to the prior year period. This increase was primarily
due to the 41.5% increase in acceptances plus the maintenance contract renewals
associated with it including growth internationally.
Service revenue increased by $20.8 million, or 40.4%, for the six months ended
June 30, 2021 as compared to the prior year period. This increase was primarily
due to the 40.7% increase in acceptances plus the maintenance contract renewals
associated with it including growth internationally.
Electricity Revenue
Electricity revenue increased by $1.4 million, or 9.0%, for the three months
ended June 30, 2021 as compared to the prior year period due to the increase in
the managed services asset base.
Electricity revenue increased by $3.0 million, or 9.8%, for the six months ended
June 30, 2021 as compared to the prior year period due to the increase in the
managed services asset base.
Cost of Revenue
                                    Three Months Ended                                                         Six Months Ended
                                         June 30,                              Change                              June 30,                              Change
                                  2021               2020             Amount               %                2021               2020             Amount               %
                                                    (dollars in thousands)                                           (dollars in thousands)

Product                       $ 108,891          $  83,127          $ 25,764              31.0  %       $ 196,185          $ 155,616          $ 40,569              26.1  %
Installation                     36,515             38,287            (1,772)             (4.6) %          41,140             59,066           (17,926)            (30.3) %
Service                          35,565             28,652             6,913              24.1  %          71,683             59,622            12,061              20.2  %
Electricity                      10,155             11,541            (1,386)            (12.0) %          21,474             24,071            (2,597)            (10.8) %

Total cost of revenue $ 191,126 $ 161,607 $ 29,519

              18.3  %       $ 330,482          $ 298,375          $ 32,107              10.8  %


Total Cost of Revenue
Total cost of revenue increased by $29.5 million, or 18.3%, for the three months
ended June 30, 2021 as compared to the prior year period primarily driven by a
$25.8 million increase in cost of product revenue and $6.9 million increase in
cost of service revenue partially offset by a $1.8 million decrease in cost of
installation revenue.
Total cost of revenue increased by $32.1 million, or 10.8%, for the six months
ended June 30, 2021 as compared to the prior year period primarily driven by a
$40.6 million increase in cost of product revenue and $12.1 million increase in
cost of service revenue partially offset by a $17.9 million decrease in cost of
installation revenue.
Cost of Product Revenue
Cost of product revenue increased by $25.8 million, or 31.0%, for the three
months ended June 30, 2021 as compared to the prior year period. The cost of
product revenue increase was driven primarily by a 41.5% increase in product
acceptances, partially offset by ongoing cost reduction efforts, which reduced
material, labor and overhead costs on a per unit basis by 4.6%.
Cost of product revenue increased by $40.6 million, or 26.1%, for the six months
ended June 30, 2021 as compared to the prior year period. The cost of product
revenue increase was driven primarily by a 40.7% increase in product
acceptances, partially offset by ongoing cost reduction efforts, which reduced
material, labor and overhead costs on a per unit basis by 8.6%.
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Cost of Installation Revenue
Cost of installation revenue decreased by $1.8 million, or (4.6)%, for the three
months ended June 30, 2021 as compared to the prior year period. This decrease,
similar to the $1.0 million decrease in installation revenue, was driven by site
mix as many of the acceptances did not have installation in the three months
ended June 30, 2021.
Cost of installation revenue decreased by $17.9 million, or (30.3)%, for the six
months ended June 30, 2021 as compared to the prior year period. This decrease,
similar to the $14.9 million decrease in installation revenue, was driven by
site mix as many of the acceptances did not have installation in the six months
ended June 30, 2021.
Cost of Service Revenue
Cost of service revenue increased by $6.9 million, or 24.1%, for the three
months ended June 30, 2021 as compared to the prior year period. This increase
was primarily due to the 41.5% increase in acceptances plus the maintenance
contract renewals associated with the increase in our fleet of Energy Servers,
partially offset by the significant improvements in power module life, cost
reductions and our actions to proactively manage the fleet optimizations.
Cost of service revenue increased by $12.1 million, or 20.2%, for the six months
ended June 30, 2021 as compared to the prior year period. This increase was
primarily due to the 40.7% increase in acceptances plus the maintenance contract
renewals associated with the increase in our fleet of Energy Servers, partially
offset by the significant improvements in power module life, cost reductions and
our actions to proactively manage the fleet optimizations.
Cost of Electricity Revenue
Cost of electricity revenue decreased by $1.4 million, or (12.0)%, for the three
months ended June 30, 2021 as compared to the prior year period, primarily due
to the $0.9 million change in the fair value of the natural gas fixed price
forward contract and lower property tax expenses.
Cost of electricity revenue decreased by $2.6 million, or (10.8)%, for the six
months ended June 30, 2021 as compared to the prior year period, primarily due
to the $1.6 million change in the fair value of the natural gas fixed price
forward contract and lower property tax expenses.
Gross Profit and Gross Margin
                                                    Three Months Ended                                        Six Months Ended
                                                         June 30,                                                 June 30,
                                                  2021               2020             Change               2021                2020                Change
                                                                                           (dollars in thousands)
Gross profit:
Product                                      $       37,976       $    33,070       $  4,906          $       88,612       $     60,140       $          28,472
Installation                                        (7,636)           (8,448)            812                 (9,602)           (12,609)                   3,007
Service                                                 142           (2,444)          2,586                     441            (8,267)                   8,708
Electricity                                           6,862             4,071          2,791                  12,544              6,916                   5,628
Total gross profit                           $       37,344       $    26,249       $ 11,095          $       91,995       $     46,180       $          45,815

Gross margin:
Product                                              26   %            28   %                                 31   %             28   %
Installation                                        (26)  %           (28)  %                                (30)  %            (27)  %
Service                                               0   %            (9)  %                                  1   %            (16)  %
Electricity                                          40   %            26   %                                 37   %             22   %
Total gross margin                                   16   %            14   %                                 22   %             13   %


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Total Gross Profit
Gross profit improved by $11.1 million in the three months ended June 30, 2021
as compared to the prior year period primarily driven by improved product cost
and favorable sales mix from growth in product and electricity.
Gross profit improved by $45.8 million in the six months ended June 30, 2021 as
compared to the prior year period primarily driven by both the improvement in
our product revenue and product gross margin resulting from continued product
cost reduction initiatives.
Product Gross Profit
Product gross profit increased by $4.9 million in the three months ended June
30, 2021 as compared to the prior year period. The improvement is driven by a
41.5% increase in product acceptances.
Product gross profit increased by $28.5 million in the six months ended June 30,
2021 as compared to the prior year period. The improvement is driven by a 40.7%
increase in product acceptances, and a 3% improvement in product gross margin.
Installation Gross Loss
Installation gross loss decreased by $0.8 million in the three months ended June
30, 2021 as compared to the prior year period driven by the site mix, as many of
the acceptances did not have installation in the current time period, and other
site related factors such as site complexity, size, local ordinance
requirements, and location of the utility interconnect.
Installation gross loss decreased by $3.0 million in the six months ended June
30, 2021 as compared to the prior year period driven by the site mix, as many of
the acceptances did not have installation in the current time period, and other
site related factors such as site complexity, size, local ordinance
requirements, and location of the utility interconnect.
Service Gross Profit (Loss)
Service gross profit (loss) improved by $2.6 million in the three months ended
June 30, 2021 as compared to the prior year period to achieve a break even gross
margin. This was primarily due to the significant improvements in power module
life, cost reductions, and our actions to proactively manage the fleet
optimizations.
Service gross profit (loss) improved by $8.7 million in the six months ended
June 30, 2021 as compared to the prior year period to achieve a positive gross
margin of 1%. This was primarily due to the significant improvements in power
module life, cost reductions, and our actions to proactively manage the fleet
optimizations.
Electricity Gross Profit
Electricity gross profit increased by $2.8 million in the three months ended
June 30, 2021 as compared to the prior year period mainly due to the increase in
the managed service asset base and the $0.9 million change in the fair value of
the natural gas fixed price forward contract.
Electricity gross profit increased by $5.6 million in the six months ended June
30, 2021 as compared to the prior year period mainly due to the increase in the
managed service asset base and the $1.6 million change in the fair value of the
natural gas fixed price forward contract.
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Operating Expenses
                                        Three Months Ended                                                        Six Months Ended
                                             June 30,                              Change                             June 30,                              Change
                                      2021               2020             Amount              %                2021               2020             Amount               %
                                                        (dollars in thousands)                                          (dollars in thousands)
Research and development          $   25,673          $ 19,377          $  6,296             32.5  %       $  48,968          $  42,656          $  6,312              14.8  %
Sales and marketing                   22,727            11,427            11,300             98.9  %          42,679             25,376            17,303              68.2  %
General and administrative            31,655            24,945             6,710             26.9  %          57,456             54,043             3,413               6.3  %
Total operating expenses          $   80,055          $ 55,749          $ 24,306             43.6  %       $ 149,103          $ 122,075          $ 27,028              22.1  %


Total Operating Expenses
Total operating expenses increased by $24.3 million in the three months ended
June 30, 2021 as compared to the prior year period. This increase was primarily
attributable to our investment in demand origination capability both in the
United States and internationally, investment in brand and product management,
and our continued investment in our R&D capabilities to support our technology
roadmap.
Total operating expenses increased by $27.0 million in the six months ended June
30, 2021 as compared to the prior year period. This increase was primarily
attributable to our investment in business development and front-end sales both
in the United States and internationally, investment in brand and product
management, and our continued investment in our R&D capabilities to support our
technology roadmap.
Research and Development
Research and development expenses increased by $6.3 million in the three months
ended June 30, 2021 as compared to the prior year period as we began shifting
our investments from sustaining engineering projects for the current Energy
Server platform to continued development of the next generation platform, and to
support our technology roadmap, including our hydrogen, electrolyzer, carbon
capture, marine and biogas solutions.
Research and development expenses increased by $6.3 million in the six months
ended June 30, 2021 as compared to the prior year period as we began shifting
our investments from sustaining engineering projects for the current Energy
Server platform, to continued development of the next generation platform and to
support our technology roadmap, including our hydrogen, electrolyzer, carbon
capture, marine and biogas solutions.
Sales and Marketing
Sales and marketing expenses increased by $11.3 million in the three months
ended June 30, 2021 as compared to the prior year period. This increase was
primarily driven by the efforts to expand our United States and international
sales force, as well as increased investment in brand and product management.
Sales and marketing expenses increased by $17.3 million in the six months ended
June 30, 2021 as compared to the prior year period. This increase was primarily
driven by the efforts to expand our United States and international sales force,
as well as increased investment in brand and product management.
General and Administrative
General and administrative expenses increased by $6.7 million in the three
months ended June 30, 2021 as compared to the prior year period. This increase
was due to a $3.2 million increase in outside services and consulting spend,
$2.5 million increase in payroll spend and $1.7 million increase in office and
other expenses primarily supporting business development and sales force talent,
partially offset by a $0.9 million reduction in stock-based compensation.
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General and administrative expenses increased by $3.4 million in the six months
ended June 30, 2021 as compared to the prior year period. This increase was due
to a $7.1 million increase in outside services and consulting expenses,
$3.0 million increase in payroll spend and $1.6 million increase in office and
other expenses primarily supporting business development and sales force talent,
partially offset by a $5.9 million reduction in legal expenses and $3.2 million
reduction in stock-based compensation.
Stock-Based Compensation
                                       Three Months Ended                                                      Six Months Ended
                                            June 30,                             Change                            June 30,                             Change
                                     2021               2020            Amount              %               2021              2020             Amount               %
                                                      (dollars in thousands)                                         (dollars in thousands)
Cost of revenue                  $    3,804          $  4,736          $ (932)            (19.7) %       $  6,803          $ 10,243          $ (3,440)            (33.6) %
Research and development              5,291             4,714             577              12.2  %         10,199            10,810              (611)             (5.7) %
Sales and marketing                   4,010             2,234           1,776              79.5  %          8,095             6,124             1,971              32.2  %
General and administrative            6,028             6,947            (919)            (13.2) %         11,246            14,473            (3,227)            (22.3) %
Total stock-based
compensation                     $   19,133          $ 18,631          $  502               2.7  %       $ 36,343          $ 41,650          $ (5,307)            (12.7) %


Total stock-based compensation for the three months ended June 30, 2021 compared
to the prior year period increased by $0.5 million primarily driven by the
efforts to expand our U.S. and international sales force, as well as investment
to build our brand and product management teams.
Total stock-based compensation for the six months ended June 30, 2021 compared
to the prior year period decreased by $5.3 million primarily driven by the
vesting of the one-time employee grants at the time of IPO, which were completed
in July 2020.
Other Income and Expense
                                                Three Months Ended                                      Six Months Ended
                                                     June 30,                                               June 30,
                                              2021               2020             Change             2021               2020             Change
                                                                                       (in thousands)
Interest income                           $      76          $     332          $  (256)         $     150          $   1,151          $ (1,001)
Interest expense                            (14,553)           (14,374)            (179)           (29,284)           (35,128)            5,844
Interest expense - related parties                -               (794)             794                  -             (2,160)            2,160
Other income (expense), net                      22             (3,913)           3,935                (63)            (3,921)            3,858
Loss on extinguishment of debt                    -                  -                -                  -            (14,098)           14,098
Gain (loss) on revaluation of
embedded derivatives                           (942)               412           (1,354)            (1,460)               696            (2,156)
Total                                     $ (15,397)         $ (18,337)         $ 2,940          $ (30,657)         $ (53,460)         $ 22,803


Interest Income
Interest income is derived from investment earnings on our cash balances
primarily from money market funds.
Interest income for the three months ended June 30, 2021 as compared to the
prior year period decreased by $0.3 million primarily due to the decrease in the
rates of interest earned on our cash balances.
Interest income for the six months ended June 30, 2021 as compared to the prior
year period decreased by $1.0 million primarily due to the decrease in the rates
of interest earned on our cash balances.
                                       55
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Interest Expense
Interest expense is from our debt held by third parties.
Interest expense for the three months ended June 30, 2021 as compared to the
prior year period increased by $0.2 million.
Interest expense for the six months ended June 30, 2021 as compared to the prior
year period decreased by $5.8 million. This decrease was primarily due to lower
interest expense as a result of refinancing our notes at a lower interest rate,
and the elimination of the amortization of the debt discount associated with
notes that have now been converted to equity.
Interest Expense - Related Parties
Interest expense - related parties is from our debt held by related parties.
Interest expense - related parties for the three months ended June 30, 2021 as
compared to the prior year period decreased by $0.8 million due to the
conversion of all of our notes held by related parties during 2020.
Interest expense - related parties for the six months ended June 30, 2021 as
compared to the prior year period decreased by $2.2 million due to the
conversion of all of our notes held by related parties during 2020.
Other Expense, net
Other expense, net, is primarily derived from investments in joint ventures,
plus the impact of foreign currency translation.
Other expense, net, for the three months ended June 30, 2021 as compared to the
prior year period decreased by $3.9 million due to an impairment in our
investment in the Bloom Energy Japan joint venture in 2020.
Other expense, net for the six months ended June 30, 2021 as compared to the
prior year period decreased by $3.9 million due to an impairment in our
investment in the Bloom Energy Japan joint venture in 2020.
Loss on Extinguishment of Debt
Loss on extinguishment of debt for the six months ended June 30, 2021 as
compared to the prior year period improved by $14.1 million resulting from our
debt restructuring and debt extinguishment in the prior year's period. There
were no comparable debt restructuring activities in the current year's period.
Gain (Loss) on Revaluation of Embedded Derivatives
Gain (loss) on revaluation of embedded derivatives is derived from the change in
fair value of our sales contracts of embedded EPP derivatives valued using
historical grid prices and available forecasts of future electricity prices to
estimate future electricity prices.
Gain (loss) on revaluation of embedded derivatives for the three months ended
June 30, 2021 as compared to the prior year period worsened by $1.4 million due
to the change in fair value of our embedded EPP derivatives in our sales
contracts.
Gain (loss) on revaluation of embedded derivatives for the six months ended June
30, 2021 as compared to the prior year period worsened by $2.2 million due to
the change in fair value of our embedded EPP derivatives in our sales contracts.
Provision for Income Taxes
                                 Three Months Ended                                                        Six Months Ended
                                      June 30,                             Change                              June 30,                               Change
                                2021              2020            Amount              %                  2021                2020            Amount               %
                                                                                       (dollars in thousands)
Income tax provision        $      313          $  141          $   172             122.0  %       $     437               $  265          $    172              64.9  %

Income tax provision consists primarily of income taxes in foreign jurisdictions in which we conduct business. We maintain a full valuation allowance for domestic deferred tax assets, including net operating loss and certain tax credit carryforwards.

                                       56
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Income tax provision increased for the three and six months ended June 30, 2021
as compared to the prior year period was primarily due to fluctuations in the
effective tax rates on income earned by international entities.
Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling
Interests
                                         Three Months Ended                                                       Six Months Ended
                                              June 30,                             Change                             June 30,                            Change
                                       2021               2020             Amount             %               2021               2020            Amount              %
                                                                                            (dollars in thousands)
Net loss attributable to
noncontrolling interests and
redeemable noncontrolling
interests                          $   (4,558)         $ (5,466)         $   908             16.6  %       $ (9,450)         $ (11,159)         $ 1,709             15.3  %


Net loss attributable to noncontrolling interests is the result of allocating
profits and losses to noncontrolling interests under the hypothetical
liquidation at book value ("HLBV") method. HLBV is a balance sheet-oriented
approach for applying the equity method of accounting when there is a complex
structure, such as the flip structure of the PPA Entities.
Net loss attributable to noncontrolling interests and redeemable noncontrolling
interests for the three months ended June 30, 2021 as compared to the prior year
period improved by $0.9 million due to increased losses in our PPA Entities,
which are allocated to our noncontrolling interests.
Net loss attributable to noncontrolling interests and redeemable noncontrolling
interests for the six months ended June 30, 2021 as compared to the prior year
period improved by $1.7 million due to increased losses in our PPA Entities,
which are allocated to our noncontrolling interests.

                                       57
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Liquidity and Capital Resources
As of June 30, 2021, we had cash and cash equivalents of $204.0 million. Our
cash and cash equivalents consist of highly liquid investments with maturities
of three months or less, including money market funds. We maintain these
balances with high credit quality counterparties, continually monitor the amount
of credit exposure to any one issuer and diversify our investments in order to
minimize our credit risk.
As of June 30, 2021, we had $290.7 million of total outstanding recourse debt,
$215.8 million of non-recourse debt and $20.9 million of other long-term
liabilities. For a complete description of our outstanding debt, please see Note
7 -   Outstanding Loans and Security Agreements   in Part I, Item 1, Financial
Statements.
The combination of our existing cash and cash equivalents is expected to be
sufficient to meet our anticipated cash flow needs for the next 12 months and
thereafter for the foreseeable future. If these sources of cash are insufficient
to satisfy our near-term or future cash needs, we may require additional capital
from equity or debt financings to fund our operations, in particular, our
manufacturing capacity, product development and market expansion requirements,
to timely respond to competitive market pressures or strategic opportunities, or
otherwise. In addition, we are continuously evaluating alternatives for
efficiently funding our capital expenditures and ongoing operations. We may,
from time to time, engage in a variety of financing transactions for such
purposes, including factoring our accounts receivable. We may not be able to
secure timely additional financing on favorable terms, or at all. The terms of
any additional financings may place limits on our financial and operating
flexibility. If we raise additional funds through further issuances of equity or
equity-linked securities, our existing stockholders could suffer dilution in
their percentage ownership of us, and any new securities we issue could have
rights, preferences and privileges senior to those of holders of our common
stock.
Our future capital requirements will 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 manufacturing space, 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 overall economic
conditions including the impact of COVID-19 on our ongoing and future
operations. In order to support and achieve our future growth plans, we may need
or seek advantageously to obtain additional funding through an equity or debt
financing. As of June 30, 2021, we were still working to secure the remaining
financing for the planned installations of our Energy Servers in 2021. Failure
to obtain this financing will affect our results of operations, including
revenues and cash flows.
As of June 30, 2021, the current portion of our total debt is $119.7 million,
all of which is outstanding non-recourse debt. We expect a certain portion of
the non-recourse debt would be refinanced by the applicable PPA Entity prior to
maturity.
A summary of our condensed consolidated sources and uses of cash, cash
equivalents and restricted cash was as follows (in thousands):
                                          Six Months Ended
                                              June 30,
                                        2021           2020

Net cash provided by (used in):
Operating activities                 $ (35,302)     $ (40,235)
Investing activities                   (34,461)       (19,560)
Financing activities                    53,804          6,536


                                       58
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Net cash provided by (used in) our PPA Entities, which are incorporated into the
condensed consolidated statements of cash flows, was as follows (in thousands):
                                                                Six Months Ended
                                                                    June 30,
                                                               2021          2020

         PPA Entities ¹
         Net cash provided by PPA operating activities      $ 12,669      $ 15,016
         Net cash used in PPA financing activities           (13,462)     

(13,649)



1 The PPA Entities' operating and financing cash flows are a subset of our
condensed consolidated cash flows and represent the stand-alone cash flows
prepared in accordance with U.S. GAAP. Operating activities consist principally
of cash used to run the operations of the PPA Entities, the purchase of Energy
Servers from us and principal reductions in loan balances. Financing activities
consist primarily of changes in debt carried by our PPAs, and payments from and
distributions to noncontrolling partnership interests. We believe this
presentation of net cash provided by (used in) PPA activities is useful to
provide the reader with the impact to condensed consolidated cash flows of the
PPA Entities in which we have only a minority interest.
Operating Activities
Our operating activities have consisted of net loss adjusted for certain
non-cash items plus changes in our operating assets and liabilities or working
capital. The decrease in cash used in operating activities during the six months
ended June 30, 2021 as compared to the prior year period was primarily the
result of improved operating performance offset by an increase in our net
working capital of $17.1 million in the six months ended June 30, 2021 due to
the timing of revenue transactions and corresponding collections and the
increase in inventory levels to support future demand.
Investing Activities
Our investing activities have consisted of capital expenditures that include
increasing our production capacity. We expect to continue such activities as our
business grows. Cash used in investing activities of $34.5 million during the
six months ended June 30, 2021 was primarily the result of expenditures on
tenant improvements for a newly leased engineering building in Fremont,
California. We expect to continue to make capital expenditures over the next few
quarters to prepare our new manufacturing facility in Fremont, California for
production, which includes the purchase of new equipment and other tenant
improvements. We intend to fund these capital expenditures from cash on hand as
well as cash flow to be generated from operations. We may also evaluate and
arrange equipment lease financing to fund these capital expenditures.
Financing Activities
Historically, our financing activities have consisted of borrowings and
repayments of debt including to related parties, proceeds and repayments of
financing obligations, distributions paid to noncontrolling interests and
redeemable noncontrolling interests, and the proceeds from the issuance of our
common stock. Net cash provided by financing activities during the six months
ended June 30, 2021 was $53.8 million, an increase of $47.3 million compared to
the prior year period primarily due to proceeds from stock option exercises and
the sale of shares under our 2018 Employee Stock Purchase Plan.

Critical Accounting Policies and Estimates
The condensed consolidated financial statements have been prepared in accordance
with generally accepted accounting principles as applied in the United States
("U.S. GAAP") The preparation of the condensed consolidated financial statements
requires us to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenues, costs and expenses and related disclosures.
Our discussion and analysis of our financial results under Results of Operations
below are based on our audited results of operations, which we have prepared in
accordance with U.S. GAAP. In preparing these condensed consolidated financial
statements, we make assumptions, judgments and estimates that can affect the
reported amounts of assets, liabilities, revenues and expenses, and net income.
On an ongoing basis, we base our estimates on historical experience, as
appropriate, and on various other assumptions that we believe to be reasonable
under the circumstances. Changes in the accounting estimates are reasonably
likely to occur from period to period. Accordingly, actual results could differ
significantly from the estimates made by our management. We evaluate our
estimates and assumptions on an ongoing basis. To the extent that there are
material differences between these estimates and actual results, our future
financial statement presentation, financial condition, results of operations and
cash flows will be affected. We believe that the following critical accounting
policies involve a greater degree of judgment and complexity than our other
accounting policies. Accordingly, these
                                       59
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are the policies we believe are the most critical to understanding and
evaluating the condensed consolidated financial condition and results of
operations.
The accounting policies that most frequently require us to make assumptions,
judgments and estimates, and therefore are critical to understanding our results
of operations, include:
•  Revenue Recognition;
•  Leases: Incremental Borrowing Rate;
•  Stock-Based Compensation;
•  Income Taxes;
•  Principles of Consolidation; and
•  Allocation of Profits and Losses of Consolidated Entities to Noncontrolling
Interests and Redeemable Noncontrolling Interests
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for
our fiscal year ended December 31, 2020 provides a more complete discussion of
our critical accounting policies and estimates. During the six months ended June
30, 2021, there were no significant changes to our critical accounting policies
and estimates, except as noted below:
We adopted ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic
815-40) ("ASU 2020-06"), which simplifies the accounting for convertible
instruments. We applied the modified retrospective method as of January 1, 2021
in our condensed consolidated financial statements. Upon adoption of ASU
2020-06, we no longer record the conversion feature of convertible notes in
equity. Instead, our convertible notes are accounted for as a single liability
measured at their amortized cost and there is no longer a debt discount
representing the difference between the carrying value, excluding issuance
costs, and the principal of the convertible debt instrument. As a result, there
is no longer interest expense relating to the amortization of the debt discount
over the term of the convertible debt instrument. Similarly, the portion of
issuance costs previously allocated to equity are now reclassified to debt and
will be amortized as interest expense. As a result of this change in accounting
policy, management no longer considers valuation of the Green Notes to be a
critical accounting policy and estimate.

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