Cover Page - USD ($) $ in Billions	12 Months Ended
Cover Page - USD ($) $ in Billions	Dec. 31, 2021	Feb. 15, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38598
Entity Registrant Name	BLOOM ENERGY CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0565408
Entity Address, Address Line One	4353 North First Street
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	408
Local Phone Number	543-1500
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	BE
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 3.8
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement for the 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”) are incorporated into Part III hereof. The 2022 Proxy Statement will be filed with the U.S. Securities and Exchange Commission ("SEC") within 120 days after the registrant’s year ended December 31, 2021.
Entity Central Index Key	0001664703
Document Fiscal Year Focus	2021
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY)	FY
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		161,284,535
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,832,833

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2021	Dec. 31, 2019
Audit Information [Abstract]
Auditor Firm ID	34	238
Auditor Name	Deloitte & Touche LLP	PricewaterhouseCoopers LLP
Auditor Location	San Jose, California	San Jose, California

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2021

Dec. 31, 2020

Current assets:

Cash and cash equivalents

^[1]

$ 396,035

$ 246,947

Restricted cash

^[1]

92,540

52,470

Accounts receivable

^[1]

87,789

96,186

Contract assets

25,201

3,327

Inventories

143,370

142,059

Deferred cost of revenue

25,040

41,469

Customer financing receivable

^[1]

5,784

5,428

Prepaid expense and other current assets

^[1]

30,661

30,718

Total current assets

806,420

618,604

Property, plant and equipment, net

^[1]

604,106

600,628

Operating lease right-of-use assets

106,660

35,621

Customer financing receivable, non-current

^[1]

39,484

45,268

Restricted cash, noncurrent

^[1]

126,539

117,293

Deferred cost of revenue, non-current

1,289

2,462

Goodwill

1,957

0

Other long-term assets

^[1]

39,116

34,511

Total assets

1,725,571

1,454,387

Current liabilities:

Accounts payable

72,967

58,334

Accrued warranty

11,746

10,263

Accrued expenses and other current liabilities

^[1]

114,138

112,004

Deferred revenue and customer deposits

^[1]

89,975

114,286

Operating lease liabilities

13,101

7,899

Financing obligations

14,721

12,745

Recourse debt

8,348

0

Non-recourse debt

^[1]

17,483

120,846

Total current liabilities

342,479

436,377

Deferred revenue and customer deposits, non-current

^[1]

90,310

87,463

Operating lease liabilities, non-current

106,187

41,849

Financing obligations, non-current

461,900

459,981

Recourse debt, non-current

283,483

168,008

Non-recourse debt, non-current

^[1]

217,416

102,045

Other long-term liabilities

16,772

17,268

Total liabilities

1,518,547

1,312,991

Commitments and contingencies

Redeemable convertible preferred stock, Series A: 10,000,000 shares authorized and 10,000,000 shares and no shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively.

208,551

0

Redeemable noncontrolling interest

300

377

Stockholders’ (deficit) equity:

Common stock: $0.0001 par value; Class A shares - 600,000,000 shares authorized and 160,627,544 shares and 140,094,633 shares issued and outstanding and Class B shares - 600,000,000 shares authorized and 15,832,863 shares and 27,908,093 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively.

18

17

Additional paid-in capital

3,219,081

3,182,753

Accumulated other comprehensive loss

(350)

(9)

Accumulated deficit

(3,263,075)

(3,103,937)

Total stockholders’ (deficit) equity

(44,326)

78,824

Noncontrolling interest

42,499

62,195

Total liabilities, redeemable noncontrolling interest, stockholders' (deficit) equity and noncontrolling interest

$ 1,725,571

$ 1,454,387

[1]	We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets (see Note 11 - Portfolio Financings).

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Series A preferred
Redeemable convertible preferred stock, authorized (in shares)	10,000,000	10,000,000
Redeemable convertible preferred stock, issued (in shares)	10,000,000	0
Redeemable convertible preferred stock, outstanding (in shares)	10,000,000	0
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	600,000,000	600,000,000
Common stock, issued (in shares)	160,627,544	140,094,633
Common stock, outstanding (in shares)	160,627,544	140,094,633
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	600,000,000	600,000,000
Common stock, issued (in shares)	15,832,863	27,908,093
Common stock, outstanding (in shares)	15,832,863	27,908,093

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Total revenue	$ 972,176	$ 794,247	$ 785,177
Cost of revenue	774,595	628,454	687,590
Gross profit	197,581	165,793	97,587
Operating expenses:
Research and development	103,396	83,577	104,168
Sales and marketing	86,499	55,916	73,573
General and administrative	122,188	107,085	152,650
Total operating expenses	312,083	246,578	330,391
Loss from operations	(114,502)	(80,785)	(232,804)
Interest income	262	1,475	5,661
Interest expense	(69,025)	(76,276)	(87,480)
Interest expense - related parties	0	(2,513)	(6,756)
Other income (expense), net	(8,139)	(8,318)	706
Gain (loss) on extinguishment of debt	0	(12,878)	0
(Loss) gain on revaluation of embedded derivatives	(919)	464	(2,160)
Loss before income taxes	(192,323)	(178,831)	(322,833)
Income tax provision	1,046	256	633
Net loss	(193,369)	(179,087)	(323,466)
Less: Net loss attributable to noncontrolling interest and redeemable noncontrolling interest	(28,924)	(21,534)	(19,052)
Net loss attributable to Class A and Class B common stockholders	(164,445)	(157,553)	(304,414)
Less: deemed dividend to noncontrolling interest	0	0	(2,454)
Net loss available to Class A and Class B common stockholders	$ (164,445)	$ (157,553)	$ (306,868)
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share)	$ (0.95)	$ (1.14)	$ (2.67)
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share)	$ (0.95)	$ (1.14)	$ (2.67)
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic (in shares)	173,438	138,722	115,118
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, diluted (in shares)	173,438	138,722	115,118
Product
Total revenue	$ 663,512	$ 518,633	$ 557,336
Cost of revenue	471,654	332,724	435,479
Installation
Total revenue	96,059	101,887	60,826
Cost of revenue	110,214	116,542	76,487
Service
Total revenue	144,184	109,633	95,786
Cost of revenue	148,286	132,329	100,238
Electricity
Total revenue	68,421	64,094	71,229
Cost of revenue	$ 44,441	$ 46,859	$ 75,386

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (193,369)	$ (179,087)	$ (323,466)
Other comprehensive loss, net of taxes:
Unrealized loss on available-for-sale securities	0	(23)	14
Change in derivative instruments designated and qualifying as cash flow hedges	15,243	(6,896)	(6,085)
Cumulative foreign currency translation adjustment	(595)	0
Other comprehensive (loss) income, net of taxes	14,648	(6,919)	(6,071)
Comprehensive loss	(178,721)	(186,006)	(329,537)
Less: Comprehensive loss attributable to noncontrolling interest and redeemable noncontrolling interest	(13,935)	(28,425)	(24,842)
Comprehensive loss attributable to Class A and Class B stockholders	$ (164,786)	$ (157,581)	$ (304,695)

Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Noncontrolling Interest, Stockholders' Equity (Deficit) and Noncontrolling Interest - USD ($) $ in Thousands	Total	Redeemable Convertible Preferred Stock	Redeemable Noncontrolling Interest	Total Stockholders' Equity (Deficit)	Total Stockholders' Equity (Deficit) Cumulative effect upon adoption of new accounting standard	Common Stock	Additional Paid-In Capital	Additional Paid-In Capital Cumulative effect upon adoption of new accounting standard	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Accumulated Deficit Cumulative effect upon adoption of new accounting standard	Noncontrolling Interest	Noncontrolling Interest Cumulative effect upon adoption of new accounting standard
Beginning balance (in shares) at Dec. 31, 2018		0
Beginning balance at Dec. 31, 2018		$ 0	$ 57,261
Increase (Decrease) in Temporary Equity [Roll Forward]
Distributions to noncontrolling interests			(4,011)
Mandatory redemption of noncontrolling interests			(55,684)
Net income (loss)			2,877
Ending balance (in shares) at Dec. 31, 2019		0
Ending balance at Dec. 31, 2019		$ 0	443
Beginning balance (in shares) at Dec. 31, 2018						109,421,183
Beginning balance at Dec. 31, 2018				$ (142,610)		$ 11	$ 2,481,352		$ 131	$ (2,624,104)		$ 125,110
Beginning balance (Accounting Standards Update 2014-09) at Dec. 31, 2018					$ (17,996)						$ (17,996)
Beginning balance (Accounting Standards Update 2017-12) at Dec. 31, 2018					130						130		$ (130)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Buyout of equity investors in PPA IIIb				(2,285)			(2,454)		169
Conversion of notes (in shares)						616,302
Conversion of Notes				6,933			6,933
Issuance of restricted stock awards (in shares)						8,921,807
Issuance of restricted stock awards				1		$ 1
ESPP purchase (in shares)						1,718,433
ESPP purchase				11,183			11,183
Exercise of stock options (in shares)						358,564
Exercise of stock options				1,529			1,529
Stock-based compensation				188,114			188,114
Unrealized loss on available-for-sale securities	$ 14			14					14
Change in effective portion of interest rate swap agreement	(6,085)			(295)					(295)			(5,790)
Distributions to noncontrolling interests				102			102					(5,970)
Cumulative foreign currency translation adjustment
Net income (loss)	$ (323,466)			(304,414)						(304,414)		(21,929)
Ending balance (in shares) at Dec. 31, 2019						121,036,289
Ending balance at Dec. 31, 2019				(259,594)		$ 12	2,686,759		19	(2,946,384)		91,291
Accounting Standards Update [Extensible List]	Accounting Standards Update 2020-06
Increase (Decrease) in Temporary Equity [Roll Forward]
Distributions to noncontrolling interests			(45)
Net income (loss)			(21)
Ending balance (in shares) at Dec. 31, 2020		0
Ending balance at Dec. 31, 2020		$ 0	377
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of notes (in shares)						35,881,250
Conversion of Notes				300,852		$ 4	300,848
Issuance of convertible notes				126,799			126,799
Adjustment of embedded derivative for debt modification				(24,071)			(24,071)
Issuance of restricted stock awards (in shares)						7,806,038
Issuance of restricted stock awards				1		$ 1
ESPP purchase (in shares)						1,937,825
ESPP purchase				8,499			8,499
Exercise of stock options (in shares)						1,341,324
Exercise of stock options				14,988			14,988
Stock-based compensation				68,931			68,931
Unrealized loss on available-for-sale securities	$ (23)			(23)					(23)
Change in effective portion of interest rate swap agreement	(6,896)			(5)					(5)			(6,891)
Distributions to noncontrolling interests												(7,205)
Contributions from noncontrolling interests												6,513
Cumulative foreign currency translation adjustment	0
Net income (loss)	(179,087)			(157,553)						(157,553)		(21,513)
Ending balance (in shares) at Dec. 31, 2020						168,002,726
Ending balance at Dec. 31, 2020				78,824	$ (121,491)	$ 17	3,182,753	$ (126,799)	(9)	(3,103,937)	$ 5,308	62,195
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of redeemable convertible preferred stock (in shares)		10,000,000
Issuance of redeemable convertible preferred stock		$ 208,551
Distributions to noncontrolling interests			(49)
Net income (loss)			(28)
Ending balance (in shares) at Dec. 31, 2021		10,000,000
Ending balance at Dec. 31, 2021		$ 208,551	$ 300
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of restricted stock awards (in shares)						3,052,012
ESPP purchase (in shares)						1,945,305
ESPP purchase				10,045			10,045
Exercise of stock options (in shares)						3,460,364
Exercise of stock options				79,745		$ 1	79,744
Stock-based compensation				73,338			73,338
Unrealized loss on available-for-sale securities	0
Change in effective portion of interest rate swap agreement	15,243											15,243
Distributions to noncontrolling interests												(5,789)
Cumulative foreign currency translation adjustment	(595)			(342)					(341)	(1)		(254)
Net income (loss)	$ (193,369)			(164,445)			0			(164,445)		(28,896)
Ending balance (in shares) at Dec. 31, 2021						176,460,407
Ending balance at Dec. 31, 2021				$ (44,326)		$ 18	$ 3,219,081		$ (350)	$ (3,263,075)		$ 42,499

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ (193,369)	$ (179,087)	$ (323,466)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	53,454	52,279	78,584
Non-cash lease expense	9,708	5,328	0
Write-off of property, plant and equipment, net	0	38	3,117
Write-off of customer financing receivable	0	0	11,302
Impairment of equity method investment	0	4,236	0
Write-off of PPA II and PPA IIIb decommissioned assets	0	0	70,543
Debt make-whole expense	0	0	5,934
Revaluation of derivative contracts	17,532	(497)	2,779
Stock-based compensation expense	73,274	73,893	196,291
Gain on long-term REC purchase contract	0	(72)	(53)
Gain on remeasurement of investment	(1,966)	0	0
Contingent consideration remeasurement	(3,623)	0	0
Interest Expense on Interest Rate Swap Settlement	(641)	0	0
Loss on extinguishment of debt	0	11,785	0
Amortization of debt issuance costs and premium, net	3,797	6,455	22,130
Changes in operating assets and liabilities:
Accounts receivable	8,570	(61,685)	51,952
Contract assets	(21,874)	0	0
Inventories	(885)	(33,004)	18,425
Deferred cost of revenue	17,567	19,910	(21,992)
Customer financing receivable	5,428	5,159	5,520
Prepaid expenses and other current assets	1,520	(3,124)	8,643
Other long-term assets	(2,854)	2,904	3,618
Accounts payable	13,132	(620)	(11,310)
Accrued warranty	1,481	(241)	(6,603)
Accrued expenses and other current liabilities	(2,144)	17,753	6,728
Operating lease right-of-use assets and operating lease liabilities	(12,953)	(2,855)	0
Financing cash flows from finance leases	1,142	0	0
Deferred revenue and customer deposits	(22,677)	(12,972)	37,146
Other long-term liabilities	(4,300)	(4,523)	4,376
Net cash (used in) provided by operating activities	(60,681)	(98,796)	163,770
Cash flows from investing activities:
Purchase of property, plant and equipment	(49,810)	(37,913)	(51,053)
Net cash acquired from step acquisition	3,114	0	0
Proceeds from maturity of marketable securities	0	0	104,500
Net cash (used in) provided by investing activities	(46,696)	(37,913)	53,447
Cash flows from financing activities:
Proceeds from issuance of debt	135,989	300,000	0
Proceeds from issuance of debt to related parties	0	30,000	0
Repayment of debt	(123,374)	(176,522)	(119,277)
Repayment of debt - related parties	0	(2,105)	(2,200)
Debt make-whole payment	0	0	(5,934)
Debt issuance costs	(1,950)	(13,247)	0
Proceeds from financing obligations	16,849	26,279	72,334
Repayment of financing obligations	(13,642)	(10,756)	(8,954)
Contribution from noncontrolling interest	0	6,513	0
Payments to noncontrolling and redeemable noncontrolling interests	0	0	(56,459)
Distributions to noncontrolling interests and redeemable noncontrolling interests	(5,838)	(7,622)	(12,537)
Proceeds from issuance of common stock	89,790	23,491	12,713
Proceeds from issuance of redeemable convertible preferred stock, net	208,551	0	0
Net cash provided by (used in) financing activities	306,375	176,031	(120,314)
Effect of exchange rate changes on cash, cash equivalent and restricted cash	(594)	0	0
Net (decrease) increase in cash, cash equivalents and restricted cash	198,404	39,322	96,903
Beginning of period	416,710	377,388	280,485
End of period	615,114	416,710	377,388
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	68,739	71,651	69,851
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	17,416	2,855	0
Operating cash flows from financing leases	878	61	0
Cash paid during the period for income taxes	576	371	860
Non-cash investing and financing activities:
Increase in recourse debt, non-current upon adoption of ASU 2020-06, net	121,491	0	0
Liabilities recorded for property, plant and equipment	6,095	7,175	1,745
Operating lease liabilities arising from obtaining right-of-use assets upon adoption of new lease guidance	0	39,775	0
Recognition of operating lease right-of-use asset during the year-to-date period	82,802	12,829	0
Recognition of financing lease right-of-use asset during the year-to-date period	2,210	385	0
Conversion of 6% and 8% convertible promissory notes into additional paid-in capital to related parties	0	0	6,933
Conversion of 10% convertible promissory notes to related party into Class A common stock	0	50,800	0
Accrued distributions to equity investors	0	0	373
Accrued interest for notes	0	1,298	1,812
Adjustment of embedded derivative related to debt extinguishment	0	24,071	0
Convertible Promissory Notes Interest Rate 10% Due December 2021 \| Convertible promissory notes
Non-cash investing and financing activities:
Conversion of 10% convertible promissory notes into Class A common stock	$ 0	$ 252,797	$ 0

Consolidated Statements of Cash Flows (Parenthetical) - Convertible promissory notes	Dec. 31, 2020	Dec. 31, 2019
Convertible Promissory Notes Interest Rate 10% Due December 2021
Interest Rate	10.00%
6% Notes \| Affiliated entity
Interest Rate		6.00%
Convertible Promissory Notes Due December 2019 And 2020, Recourse \| Affiliated entity
Interest Rate		8.00%

Nature of Business, Liquidity and Basis of Presentation	12 Months Ended
Nature of Business, Liquidity and Basis of Presentation	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business, Liquidity, Basis of Presentation	Nature of Business, Liquidity and Basis of Presentation Nature of Business We design, manufacture, sell and, in certain cases, install solid-oxide fuel cell systems ("Energy Servers") for on-site power generation. Our Energy Servers utilize an innovative fuel cell technology and provide efficient energy generation with reduced operating costs and lower greenhouse gas emissions as compared to conventional fossil fuel generation. By generating power where it is consumed, our energy producing systems offer increased electrical reliability and improved energy security while providing a path to energy independence. We continue to monitor and adjust as appropriate our operations in response to the COVID-19 pandemic. 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 container shortages, ocean shipping and air freight. Liquidity We have generally incurred operating losses and negative cash flows from operations since our inception. With the series of new debt offerings, debt extensions and conversions to equity that we completed during 2020 and 2021, we had $291.8 million of total outstanding recourse debt as of December 31, 2021, $283.5 million of which is classified as long-term debt. Our recourse debt scheduled repayments will commence in June 2022. On October 23, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with SK ecoplant Co., Ltd. (formerly known as SK Engineering and Construction Co., Ltd.) ("SK ecoplant") in connection with a strategic partnership. Pursuant to the SPA, on December 29, 2021, SK ecoplant purchased 10,000,000 shares of zero coupon, non-voting Series A redeemable convertible preferred stock ("RCPS") in Bloom Energy, par value $0.0001 per share, at a purchase price of $25.50 per share for an aggregate purchase price of $255.0 million, including an option to purchase Class A common stock. For more information about the SPA, please see Note 18 - SK ecoplant Strategic Investment, and for more information about our joint venture with SK ecoplant, please see Note 12 - Related Party Transactions. In November 2021, PPA V entered into $136.0 million, 3.04% Senior Secured Notes due June 30, 2031, which replaces the LIBOR + 2.5% Term Loan due December 2021. 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 product, 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 the opinion of management, the combination of our existing cash and cash equivalents and operating cash flows is expected to be sufficient to meet our operational and capital cash flow requirements and other cash flow needs for the next 12 months from the date of issuance of this Annual Report on Form 10-K. Basis of Presentation We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the United States (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation. Correction of Previously Issued Consolidated Financial Statements In preparation of the condensed consolidated financial statements for the three months ended March 31, 2020, errors in our consolidated statements of comprehensive loss were discovered. In the consolidated statements of comprehensive loss for the year ended December 31, 2019, comprehensive loss as previously reported was understated by $5.8 million. In addition, the reconciliation of comprehensive loss to comprehensive loss attributable to Class A and Class B stockholders was erroneously omitted. Management evaluated the impact of these errors to the previously issued financial statements and concluded the impacts were not material. The consolidated statements of comprehensive loss for the year ended December 31, 2019 has been revised to correct the errors described above. Principles of Consolidation These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for each of our variable interest entities ("VIEs"), which we refer to as a tax equity partnership (each such VIE, also referred to as our power purchase agreement ("PPA") entities ("PPA Entities")). This approach focuses on determining whether we have the power to direct those activities of the PPA Entities that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPA Entities. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entities, as discussed in Note 11 - Portfolio Financings. We evaluate our relationships with the PPA Entities on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. The sale of an operating company with a portfolio of PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs. Business Combinations Acquisitions of a business are accounted by using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, property, plant and equipment, deferred tax asset valuation allowances and liabilities, such as uncertain tax positions and contingencies. We may refine these estimates if necessary over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, including material rights estimates, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments. Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates for recapture of the U.S. Investment Tax Credit ("ITC") and similar federal tax benefits, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense and the fair value of contingent consideration related to business combinations, and estimates of fair value of preferred stock and equity and non-equity items in relation to the SK ecoplant strategic investment. In addition, because the duration and severity of the COVID-19 pandemic remains uncertain, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions. Concentration of Risk Geographic Risk - The majority of our revenue and long-lived assets are attributable to operations in the United States for all periods presented. Additionally, we sell our Energy Servers in Japan, India and the Republic of Korea (collectively, the "Asia Pacific region"). In the years ended December 31, 2021 and 2020, total revenue in the Asia Pacific region was 38% and 35%, respectively, of our total revenue. Credit Risk - At December 31, 2021 and 2020, SK ecoplant, accounted for approximately 60% and 56% of accounts receivable, respectively. To date, we have not experienced any credit losses.Customer Risk - During the year ended December 31, 2021, revenue from two customers, SK ecoplant and RAD Bloom Project Holdco LLC, accounted for approximately 43% and 11% of our total revenue, respectively. In the year ended December 31, 2020, revenue from two customers, SK ecoplant and Duke Energy Corporation, accounted for approximately 34% and 28%, respectively, of our total revenue.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Revenue Recognition

We primarily earn product and installation revenue from the sale and installation of our Energy Servers, service revenue by providing services under operations and maintenance services contracts, and electricity revenue by selling electricity to customers under PPAs and Managed Services Agreements (as defined below). We offer our customers several ways to finance their use of a Bloom Energy Server. Customers, including some of our international channel providers and Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Servers (a "Managed Services Agreement"), which is then financed through one of our financing partners ("Managed Services Financings"), or as a traditional lease. Finally, customers may purchase electricity through our PPA Entities ("Portfolio Financings").

Revenue Recognition under ASC 606 Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). We adopted ASU 2014-09 and its related amendments (collectively, “ASC 606”) as of January 1, 2019 using the modified retrospective method.

In applying Accounting Standards Codification 606, Revenue from Contracts with Customers, revenue is recognized by following a five-step process:

Identify the contract(s) with a customer. Evidence of a contract generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement.

Identify the performance obligations in the contract. Performance obligations are identified in our contracts and include transferring control of an Energy Server, installation of Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights.

Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers.

Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract.

Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer.

We frequently combine contracts governing the sale and installation of an Energy Server with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Server is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606.

Most of our contracts contain performance obligations with a combination of our Energy Server product, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers

on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations.

The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method.

We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue, and general and administrative operating expenses.

We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell an Energy Server with a maintenance services agreement and have not provided maintenance services to a customer who does not have use of an Energy Server, standalone selling prices are estimated using a cost-plus approach. Costs relating to Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the Energy Servers, which may vary with the size of the customer, geographic region and the scale of the Energy Server deployment. As our business offerings and eligibility for the ITC evolve over time, we may be required to modify the expected margin in subsequent periods and our revenue could be materially affected. Costs relating to installation include all direct and indirect installation costs. The margin we apply reflects our profit objectives relating to installation. Costs for maintenance services arrangements are estimated over the life of the maintenance contracts and include estimated future service costs and future material costs. Material costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. After considering the total service costs, we apply a lower margin to our service costs than to our Energy Servers as it best reflects our long-term service margin expectations and comparable historical industry service margins. As a result, our estimate of our selling price is driven primarily by our expected margin on both the Energy Server and the maintenance services agreements based on their respective costs or, in the case of maintenance services agreements, the estimated costs to be incurred.

We generally recognize product and installation revenue at the point in time that the customer obtains control of the Energy Server. For certain instances, such as bill-and-hold transactions, control of installations transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied using the cost-to-total cost (percentage-of-completion) method. We use an input measure of progress to determine the amount of revenue to recognize during each reporting period when such revenue is recognized over time, based on the costs incurred to satisfy the performance obligation. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities.

Amounts billed to customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within cost of revenue.

The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows:

Product Revenue - All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on Third-Party PPAs and sale-and-leaseback transactions, international channel providers and traditional lease customers. We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance, which 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. Certain customer arrangements include bill-and-hold terms under which transfer of control criteria have been met, including the passing of title and significant risk and reward of ownership to the customers. Therefore, the customers can direct the use of the bill-and-hold product while we retain physical possession of the product until it is delivered to a customer site at a point in time in the future.

Under our traditional lease financing option, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined.

Installation Revenue - Nearly all of our installation revenue relates to the installation of Energy Servers sold to customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financing. Generally, we recognize installation revenue when the system is physically ready for startup and commissioning, or when the system is turned on and producing power. For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.

Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred.

Service Revenue - Service revenue is generated from maintenance services agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following commencement of operations. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation - being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year.

Given our customers' renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Server. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material right over the period in which such rights are exercised.

Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed.

Electricity Revenue - We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA Entities. Our PPA Entities purchase Energy Servers from us and sell electricity produced by these systems to customers through long-term PPAs. Customers are required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs' contractual term.

In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement, we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment." As the Energy Servers were determined not to be integral equipment, we determine if the leaseback was classified as a financing lease or an operating lease.

Under ASC 840, Leases ("ASC 840"), our Managed Services Agreements with the financiers were classified as capital leases and were accordingly recorded as financing transactions, while the sub-lease arrangements with the end customer were

classified as operating leases. We have determined that the financiers are our customers in our Managed Services Agreements. In these Managed Services Financings, we enter into an 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 customer's monthly payment 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 are applied toward our obligation to pay down the financing obligation with the financier. The performance-based payment is transferred to us as compensation for operations and maintenance services and is recognized as service revenue. We allocate the total payments received based on the relative standalone selling prices to electricity revenue and to service revenue. Electricity revenue relating to PPAs was typically accounted for in accordance with ASC 840, and service revenue in accordance with ASC 606.

We adopted ASC 842, Leases ("ASC 842"), with effect from January 1, 2020. Managed Services Financings entered from January 1, 2020 until June 30, 2021, including some of our agreements with financiers are accounted for as financing transactions because the repurchase options in these agreements prevent the transfer of control of the systems to the financier. Additionally, some of our leaseback agreements with financiers are not operating leases and are therefore accounted for as failed sale-and-leaseback transactions. We also determined that the sub-lease arrangements under the Managed Services Agreements with the customer are not within the scope of ASC 842 because the customer does not have the right to control the use of the underlying assets (i.e., the Energy Servers). Accordingly, such agreements are accounted for under ASC 606. Under ASC 606, we recognize customer payments for electricity as electricity revenue.

The transition guidance associated with ASC 842 also permitted certain practical expedients. We elected the practical expedient, which allowed us to carryforward certain aspects of our historical lease accounting under ASC 840 for leases that commenced before the effective date, including not to reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. We also elected the practical expedient to not separate non-lease and lease components and instead account for them as a single lease component for all classes of underlying assets. Lastly, for all classes of underlying assets, we elected to adopt an accounting policy for which we will not record on our consolidated balance sheets leases whose terms are 12 months or less. Instead, these lease payments are recognized in profit or loss on a straight-line basis over the lease term.

During the second half of fiscal 2021, we completed several successful sale-and-lease back transactions in which we transferred control of the Energy Server to the financier and leased it back as an operating lease to provide electricity to the end customer.

In order for the transaction to meet the criteria for sale-leaseback accounting, control of the Energy Servers must transfer to the financier, which requires, among other criteria, the leaseback to meet the criteria for an operating lease in accordance with ASC 842. Accordingly, for such transactions where control transfers and the leaseback is classified as an operating lease, the proceeds from the sale to the financier are recognized as revenue based on the fair value of the Energy Servers sold and are allocated between Product Revenue and Installation Revenue based on the relative standalone selling prices.

We recognize a lease liability for the Energy Server leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Server leaseback using our incremental borrowing rate. We also record a right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the consolidated statements of operations.

For certain sale-leaseback transactions, we receive proceeds from the financier in excess of the fair value of the Energy Servers in order to finance our ongoing costs associated with the operation of the Energy Servers during the term of the end customer agreement to provide electricity. Such proceeds are recognized as a financing obligation.

We allocate payments we are obligated to make under the leaseback agreement with the financier between the lease liability and the financing obligation based on the proportion of the financing obligation to the total proceeds to be received.

We recognize revenue from the satisfaction of performance obligations under our PPAs and Managed Services Financings to provide electricity to our end customers as the electricity is provided over the term of the agreement in the amount invoiced, which reflects the amount of consideration to which we have the right to invoice and which corresponds to the value transferred under such arrangements.

Modifications

Contract modifications are accounted for as separate contracts if the additional products and services are distinct and priced at standalone selling prices. If the additional products and services are distinct, but not priced at standalone selling prices, the modification is treated as a termination of the existing contract and the creation of a new contract. If the additional products and services are not distinct within the context of the contract, the modification is combined with the original contract and either an increase or decrease in revenue is recognized on the modification date.

Deferred Revenue

We recognize a contract liability (referred to as deferred revenue in our consolidated financial statements) when we have an obligation to transfer products or services to a customer in advance of us satisfying a performance obligation and the contract liability is reduced as performance obligations are satisfied and revenue is recognized. The related cost of such product is deferred as a component of deferred cost of revenue in the consolidated balance sheets. Prior to shipment of the product or the commencement of performance of maintenance services, any prepayment made by the customer is recorded as a customer deposit. Deferred revenue related to material rights for options to renew are recognized in revenue over the maintenance services period.

A description of the principal activities from which we recognize cost of revenues associated with each of our revenue streams are classified as follows:

Cost of Product Revenue - Cost of product revenue consists of costs of our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For Energy Servers sold to customers pending installation, we provide warranty reserves as a part of product costs for the period from transfer of control of Energy Servers to commencement of operations.

Cost of Installation Revenue - Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs and traditional lease customers. It includes cost of materials and service providers, personnel costs, shipping costs and allocated costs.

Cost of Service Revenue - Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs.

Cost of Electricity Revenue - Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities and the cost of gas purchased in connection with our first PPA Entity. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract. The cost of depreciation of the Energy Servers is reduced by the amortization of any U.S. Treasury Department grant payment in lieu of the energy investment tax credit associated with these systems.

Revenue Recognized from Portfolio Financings Through PPA Entities (See Note 11 - Portfolio Financings)

In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. The investors in a PPA Entity contribute cash to the PPA Entity in exchange for an equity interest, which then allows the PPA Entity to purchase the Operating Company and the Energy Servers.

The cash contributions held are classified as short-term or long-term restricted cash according to the terms of each PPA Entity's governing documents. As we identified customers, the Operating Company entered into a PPA with the customer pursuant to which the customer agreed to purchase the power generated by one or more Energy Servers at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the consolidated statements of operations.

Sales-type Leases - Certain Portfolio Financings with PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840. The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842. We are responsible for the installation, operation and maintenance of the Energy Servers at the customers' sites, including running the Energy Servers during the term of the PPA which ranges from 10 to 15 years. Based on the terms of the PPAs, we may also be obligated to supply fuel for the Energy Servers. The amount billed for the delivery of electricity to customers primarily consists of returns on the amounts financed including interest revenue, service revenue and fuel revenue for certain arrangements.

As the Portfolio Financings through PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received is allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements include the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements include service, fuel and interest related to the leased systems.

Service revenue and fuel revenue are recognized over the term of the PPA as electricity is generated. For those transactions that contain a lease, the interest component related to the leased system is recognized as interest revenue over the life of the lease term. The customer has the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term.

Service revenue related to sales-type leases of $2.3 million, $2.3 million and $2.9 million for the years ended December 31, 2021, 2020 and 2019, respectively, is included in electricity revenue in the consolidated statements of operations. We have not entered into any new Portfolio Financing arrangements through PPA Entities during the last three years.

Operating Leases - Certain Portfolio Financings with PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance, but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements were carried over and accounted for as operating leases under ASC 842. Revenue under these arrangements is recognized as electricity sales and service revenue and is provided to the customer at rates specified under the PPAs. During the years ended December 31, 2021, 2020 and 2019, revenue from electricity sales from these Portfolio Financings with PPA Entities amounted to $28.6 million, $27.7 million and $29.7 million, respectively. During the years ended December 31, 2021, 2020 and 2019, service revenue amounted to $14.6 million, $13.8 million and $14.6 million, respectively.

Incentives and Grants

Tariff Agreement - One of our PPA entities entered into an agreement with Delmarva Power and Light ("Delmarva"), an energy company that supplies electricity and natural gas to its customers, PJM Interconnection ("PJM"), a regional transmission organization, and the State of Delaware under which PPA II provided the energy generated from its Energy Servers to PJM and received a tariff as collected by Delmarva.

Revenue at the tariff rate was recognized as electricity sales and service revenue as it was generated over the term of the arrangement until the final repowering in December 2019. Revenue relating to power generation at the Delmarva sites of $11.3 million for the year ended December 31, 2019 is included in electricity sales in the consolidated statements of operations. Revenue relating to power generation at the Delmarva sites for the year ended December 31, 2019 was $6.8 million and is included in service revenue in the consolidated statements of operations. There was no Delmarva revenue for the years ended December 31, 2021 and 2020.

Investment Tax Credits - Through December 31, 2016, our Energy Servers were eligible for federal ITCs that accrued to eligible property under Internal Revenue Code Section 48. Under our Portfolio Financings with PPA Entities, ITCs are primarily passed through to Equity Investors with approximately 1% to 10% of incentives received by us. These incentives are accounted for by using the flow-through method. On February 9, 2018, the U.S. Congress passed legislation to extend the federal ITCs for fuel cell systems applicable retroactively to January 1, 2017. On December 21, 2020, the U.S. Congress passed legislation to extend the federal ITCs at a rate of 26% for a further two years.

The ITC program has operational criteria for the first five years after the qualified equipment is placed in service. If the qualified energy property is disposed or otherwise ceases to be investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the federal tax incentives. No recapture has occurred during the years ended December 31, 2021 and 2020.

Recapture of federal tax incentives, including the investment tax credit, and Indemnifications

Our Energy Servers are eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed or otherwise ceases to be qualified investment credit property before the close of the five year recapture period is fulfilled, it could result in a partial reduction of the ITC. Our sale of Energy Servers to PPA Entities and pursuant to Third-Party PPAs, in each case pursuant to a Portfolio Financing, were by the PPA Entities or tax equity partnerships in which we did not have an equity interest (the tax equity partnership purchaser, an "Investment Company") and, therefore, the PPA Entities or Investment Companies, as the case may be, bear the risk of recapture if the assets placed in service do not meet the ITC operational criteria in the future. As part of our upgrade of Energy Servers during 2019, we have agreed to indemnify our customer for up to $108.7 million should benefits expected from anticipated ITC and established tariffs fail to occur. We believe these events to be less than likely to occur and have not established financial reserves.

Warranty Costs

We generally warrant our products sold to our customers, international channel providers, and financing parties for the first year following the date of acceptance of the Energy Servers. This standard warranty covers defects in materials, workmanship and manufacturing or performance conditions under normal use and service conditions for the first year following acceptance or for the optional extended annual maintenance services period.

We recognize warranty costs for those contracts that are considered to be assurance-type warranties and consequently do not give rise to performance obligations or for those maintenance service contracts that were previously in the scope of ASC 605-20-25, Separately Priced Extended Warranty and Product Maintenance Contracts.

In addition, as part of our standard one-year warranty and Managed Services Agreements obligations, we monitor the operations of the underlying systems and provide output and efficiency guaranties (collectively “product performance guaranties”). If the Energy Servers run at a lower efficiency or power output than we committed under our performance warranty or guaranty, we will reimburse the customer for this underperformance. Our performance obligation includes ensuring the Energy Server operates at least at the efficiency and/or power output levels set forth in the customer agreement. Our aggregate reimbursement obligation for a performance guaranty for each customer is capped based on the purchase price of the underlying Energy Server. Product performance guaranty payments are accounted for as a reduction in service revenue. We accrue for performance guaranties based on the estimated amounts reimbursable at each reporting period and recognize the costs as a reduction to revenue.

Shipping and Handling Costs

We generally record costs related to shipping and handling in cost of product revenue, cost of installation revenue and cost of service as they are incurred.

Sales and Utility Taxes

We recognize revenue on a net basis for taxes charged to our customers and collected on behalf of the taxing authorities.

Operating Expenses

Advertising and Promotion Costs - Expenses related to advertising and promotion of products are charged to sales and marketing expense as incurred. We did not incur any material advertising or promotion expenses during the years ended December 31, 2021 and 2020.

Research and Development - We conduct internally funded research and development activities to improve anticipated product performance and reduce product life-cycle costs. Research and development costs are expensed as incurred and include salaries and expenses related to employees conducting research and development.

Stock-Based Compensation - We account for stock options, restricted stock units ("RSUs") and performance-based stock units ("PSUs") awarded to employees and non-employee directors under the provisions of ASC 718, Compensation-Stock Compensation.

Stock-based compensation costs for options are measured using the Black-Scholes valuation model. The Black-Scholes valuation model uses as inputs the fair value of our common stock and assumptions we make for the volatility of our common stock, the expected term of the award, the risk-free interest rate for a period that approximates the expected term of the stock

options and the expected dividend yield. In developing estimates used to calculate assumptions, we established the expected term for employee options as well as expected forfeiture rates based on the historical settlement experience and after giving consideration to vesting schedules. For options with a vesting condition tied to the attainment of service and market conditions, stock-based compensation costs are recognized using Monte Carlo simulations. Stock-based compensation costs are recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. We typically record stock-based compensation costs for options under the straight-line attribution method over the requisite service period which is generally the vesting term, which is generally four years for options.

Stock-based compensation costs for RSUs and PSUs are measured based on the fair value of the underlying shares on the date of grant. We recognize the compensation cost for RSUs using a straight-line basis over the requisite service period of the RSUs, which is generally three to four years. We recognize the compensation cost for PSUs over the expected performance period using the graded vesting method as the achievement of the milestones become probable, which is generally one to three years.

We also use the Black-Scholes valuation model to estimate the fair value of stock purchase rights under the Bloom Energy Corporation 2018 Employee Stock Purchase Plan (the "2018 ESPP"). The fair value of the 2018 ESPP purchase rights is recognized as expense under the multiple options approach. Forfeitures are estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from initial estimates.

Stock issued to grantees in our stock-based compensation is from authorized and previously unissued shares. Stock-based compensation expense is recorded in the consolidated statements of operations based on the employees’ respective function. Stock-based compensation costs directly associated with the product manufacturing operations process are capitalized into inventory and expensed when the capitalized asset is used in the normal course of the sales or services process.

We record deferred tax assets for awards that result in deductions on our income tax returns, unless we cannot realize the deduction (i.e., we are in a net operating loss position), based on the amount of compensation cost recognized and our statutory tax rate.

Refer to Note 10 - Stock-Based Compensation and Employee Benefit Plans for further discussion of our stock-based compensation arrangements.

Income Taxes

We account for income taxes using the liability method under ASC 740, Income Taxes ("ASC 740"). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have provided a full valuation allowance on our domestic deferred tax assets because we believe it is more likely than not that our deferred tax assets will not be realized.

We follow the accounting guidance in ASC 740, which requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured pursuant to ASC 740-10 and the tax position taken or expected to be taken on our tax return. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. We established reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. We recognize interest and penalties related to unrecognized tax benefits in income tax expense.

Refer to Note 15 - Income Taxes for further discussion of our income tax expense.

Comprehensive Loss

Our comprehensive loss is comprised of net loss attributable to Class A and Class B common stock shareholders, unrealized gain (loss) on available-for-sale securities, change in the effective portion of our interest rate swap agreements and comprehensive (income) loss attributable to noncontrolling interest and redeemable noncontrolling interest.

Fair Value Measurement

ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:


Level 1						Quoted prices in active markets for identical assets or liabilities. Financial assets utilizing Level 1 inputs typically include money market securities and U.S. Treasury securities.

Level 2						Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3						Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial liabilities utilizing Level 3 inputs include natural gas fixed price forward contracts, embedded derivatives in contracts with customers, embedded derivatives in our convertible notes, and the fair valuation of preferred stock, options on the future sale of common stock and certain non-equity items. Derivative liability valuations are performed based on a binomial lattice model and adjusted for illiquidity and/or non-transferability and such adjustments are generally based on available market evidence. Contract embedded derivatives valuations are performed using a Monte Carlo simulation model which considers various potential electricity price curves over the sales contracts terms.

Other Balance Sheet Components

Cash, Cash Equivalents and Restricted Cash - Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase.

Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to our Portfolio Financings, Third Party PPA and Managed Services Agreements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset.

Derivative Financial Instruments - We enter into derivative natural gas fixed price forward contracts to manage our exposure to the fluctuating price of natural gas under certain of our power purchase agreements entered in connection with the PPA Entities (refer to Note 13 - Portfolio Financings). In addition, we entered into fixed forward interest rate swap arrangements to convert variable interest rates on debt to a fixed rate and on occasion have committed to certain utility grid price protection guarantees in sales agreements. During the year ended December 31, 2019, we also had derivative financial instruments embedded in our 6% Convertible Notes as a means by which to provide additional incentive to investors and to obtain a lower cost cash-source of funds.

Derivative transactions are governed by procedures covering areas such as authorization, counterparty exposure and hedging practices. Positions are monitored based on changes in the spot price in the commodity market and their impact on the market value of derivatives. Credit risk on derivatives arises from the potential for counterparties to default on their contractual obligations to us. We limit our credit risk by dealing with counterparties that are considered to be of high credit quality. We do not enter into derivative transactions for trading or speculative purposes.

We account for our derivative instruments as either an asset or a liability which are carried at fair value on the consolidated balance sheets. Changes in the fair value of the derivatives that are designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets. Changes in fair value of those derivatives that no longer qualify as cash flow hedges or are derivatives that do not qualify for hedge accounting are recorded through earnings in the consolidated statements of operations.

While we hedge certain of our natural gas purchase requirements under our PPAs, we do not classify these natural gas fixed price forward contracts as designated hedges for accounting purposes. Therefore, we record the change in the fair value of

our natural gas fixed price forward contracts in cost of revenue on the consolidated statements of operations. The fair value of the natural gas fixed price forward contracts is recorded on the consolidated balance sheets as a component of accrued expenses and other current liabilities and as derivative liabilities. As these forward contracts are considered economic hedges, the changes in the fair value of these forward contracts are classified as operating activities within the statement of cash flows, which is consistent with the classification of the cash flows of the hedged item.

Our interest rate swap arrangements prior to their termination qualified as cash flow hedges for accounting purposes as they effectively converted variable rate obligations into fixed rate obligations. The effective change is recorded in accumulated other comprehensive income (loss) and was recognized as interest expense on settlement. As of January 1, 2019, we adopted ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). Pursuant to ASU 2017-12, ineffectiveness is no longer required to be measured or disclosed. If a cash flow hedge is discontinued due to changes in the forecasted hedged transactions, hedge accounting is discontinued prospectively and any unrealized gain or loss on the related derivative is recorded in accumulated other comprehensive income (loss) and is reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings. The fair value of the swap arrangement is recorded on the consolidated balance sheets as a component of accrued expenses and other current liabilities and as derivative liabilities. The changes in fair value of swap agreements are classified as operating activities within the statement of cash flows, which is consistent with the classification of the cash flows of the hedged item.

We issued preferred stock with conversion features in a complex transaction that is more fully explained in Note 18 - SK ecoplant Strategic Investment.

Customer Financing Receivables - The contractual terms of our customer financing receivables are primarily contained within the PPA Entities' customer lease agreements. Leases entered into prior to our adoption of ASC 842 carried over their classification as either operating or sales-type leases in accordance with the relevant accounting guidelines. Customer financing receivables were generated by Energy Servers leased to PPA Entities’ customers in leasing arrangements that qualified and continue to be accounted for as sales-type leases. Customer financing receivables for such arrangements represent the gross minimum lease payments to be received from customers and the system’s estimated residual value, net of unearned income and allowance for estimated losses. Initial direct costs for such sales-type leases continue to be recognized as cost of revenue when the Energy Servers are placed in service.

We record a reserve for credit losses related to the collectability of customer financing receivables using the historical aging of the customer receivable balance. The collectability is determined based on past events, including historical experience, customer credit rating, as well as current market conditions. We monitor customer ratings and collectability on an on-going basis. Account balances will be charged off against the credit loss reserve, when needed, after all means of collection have been exhausted and the potential for recovery is considered remote.

Accounts Receivable - Accounts receivable primarily represents trade receivables from sales to customers recorded at amortized cost less allowance for credit losses. The allowance for credit losses reflects our best estimate about future losses over the contractual life of outstanding accounts receivable taking into consideration historical experience, specific allowances for known troubled accounts, other currently available information including customer financial condition, and both current and forecasted economic conditions.

Inventories - Inventories consist principally of raw materials, work-in-process and finished goods and are stated on a first-in, first-out basis at the lower of cost or net realizable value. We record inventory excess and obsolescence provisions for estimated obsolete or unsellable inventory, equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about market conditions and future demand for product generally expected to be utilized over the next 12 to 24 months, including product needed to fulfill our warranty obligations. If actual future demand for our products is less than currently forecasted, additional inventory provisions may be required. Once a provision is recorded, it is maintained until the product to which it relates to is sold or otherwise disposed.

Property, Plant and Equipment - Property, plant and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Energy Servers are depreciated to their residual values over their useful economic lives which reflect consideration of the terms of their related PPA and tariff agreements. These useful lives are reassessed when there is an expected change in the use of the Energy Servers. Leasehold improvements are depreciated over the shorter of the lease term or their estimated depreciable lives. Buildings are amortized over the shorter of the lease or property term or their estimated depreciable lives. Assets under construction are capitalized as costs are incurred and depreciation commences after the assets are put into service within their respective asset class.

Depreciation is calculated using the straight-line method over the estimated depreciable lives of the respective assets as follows:


						Depreciable Lives

Energy Servers						15-21 years
Computers, software and hardware						3-5 years
Machinery and equipment						5-10 years
Furniture and fixtures						3-5 years
Leasehold improvements						1-10 years
Buildings						*

* Lesser of 35 years or the term of the underlying land lease.

When assets are retired or disposed, the assets and related accumulated depreciation and amortization are removed from our consolidated financial statements and the resulting gain or loss is reflected in the consolidated statements of operations.

Impairment of Long-Lived Assets - Our long-lived assets include property, plant and equipment and Energy Servers capitalized in connection with our Managed Services Financing Program, Portfolio Financings and other similar arrangements. The carrying amounts of our long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. We did not have any impairment charges in any of the periods presented.

Goodwill - Goodwill is recognized in conjunction with business acquisitions as the excess of the purchase consideration for the business acquisition over the fair value of identifiable assets acquired and liabilities assumed. The fair value of identifiable assets and liabilities, and thus goodwill, is subject to redetermination within a measurement period of up to one year following completion of a business acquisition.

Goodwill is tested for impairment annually or more frequently if circumstances indicate an impairment may have occurred. We acquired the remaining noncontrolling equity interest in our related party Bloom Energy Japan Limited as of July 1, 2021. As of December 31, 2021, we recognized goodwill of $2.0 million in our consolidated balance sheets.

Redeemable Convertible Preferred Stock - We issued RCPS on December 29, 2021 that is recorded as mezzanine equity on our consolidated balance sheets because there are certain redemption provisions upon liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets), which are considered contingent redemption provisions that are not solely within our control. We recorded the RCPS at fair value upon issuance, net of any issuance costs. For additional information, see Note 18 - SK ecoplant Strategic Investment.

Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests - We generally allocate 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. Refer to Note 13 - Portfolio Financings for more information.

The determination of equity in earnings under the HLBV method requires management to determine how proceeds, upon a hypothetical liquidation of the entity at book value, would be allocated between our investors. The noncontrolling interest balance is presented as a component of permanent equity in the consolidated balance sheets.

Noncontrolling interests with redemption features, such as put options, that are not solely within our control are considered redeemable noncontrolling interests. Exercisability of put options are solely dependent upon the passage of time, and hence, such put options are considered to be probable of becoming exercisable. We elected to accrete changes in the redemption value over the period from the date it becomes probable that the instrument will become redeemable to the earliest redemption date of the instrument by using an interest method. The balance of redeemable noncontrolling interests on the balance sheets is reported at the greater of its carrying value or its maximum redemption value at each reporting date. The redeemable noncontrolling interests are classified as temporary equity and therefore are reported in the mezzanine section of the consolidated balance sheets as redeemable noncontrolling interests.

For income tax purposes, the Equity Investors of the PPA Entities receive a greater proportion of the share of losses and other income tax benefits. This includes the allocation of investment tax credits which are distributed to the Equity Investors through an Investment Company subsidiary of Bloom. Allocations are initially based on the terms specified in each respective

partnership agreement until either a specific date or the Equity Investors' targeted rate of return specified in the partnership agreement is met (the "flip" of the flip structure) whereupon the allocations change. In some cases after the Equity Investors receive their contractual rate of return, we receive substantially all of the remaining value attributable to the long-term recurring customer payments and the other incentives.

Foreign Currency Transactions

The functional currencies of most of our foreign subsidiaries are the U.S. dollar since the subsidiaries are considered financially and operationally integrated with their domestic parent. For these subsidiaries, the foreign currency monetary assets and liabilities are remeasured into U.S. dollars at end-of-period exchange rates. Any currency transaction gains and losses are included as a component of other expense in our consolidated statements of operations.

The functional currency of our joint venture in the Republic of Korea is the local currency, the South Korean won ("KRW"), since the joint venture is financially independent of its U.S. parent and the KRW is the currency in which the joint venture generates and expends cash. Assets and liabilities of this entity are translated at the rate of exchange at the balance sheet date. Revenue and expenses are translated at the weighted average rate of exchange during the period. For this entity, translation adjustments resulting from the process of translating the KRW financial statements into U.S. dollars are included in other comprehensive loss. Translation adjustments attributable to noncontrolling interests are allocated to and reported as part of the noncontrolling interests in the consolidated financial statements.

Recent Accounting Pronouncements

Other than the adoption of the accounting guidance mentioned below, there have been no other significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.

Accounting Guidance Implemented in 2021

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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"). The new standard simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted as early as fiscal years (including interim periods) beginning after December 15, 2020. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. There will no longer be a debt discount representing the difference between the carrying value, excluding issuance costs, and the principal of the convertible debt instrument and, as a result, there will no longer be interest expense from the amortization of the debt discount over the term of the convertible debt instrument. The amendments in this update also require the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share.

We elected to early adopt ASU 2020-06 as of January 1, 2021 using the modified retrospective transition method, which resulted in a cumulative-effect adjustment to the opening balance of accumulated deficit on the date of adoption. Prior period consolidated financial statements were not restated upon adoption.

Upon adoption of ASU 2020-06, we combined the previously separated equity component with the liability component of our 2.5% Green Convertible Senior Notes due August 2025. These components are now together classified as recourse debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to debt and will be amortized as interest expense. Accordingly, we recorded a decrease to accumulated deficit of $5.3 million, a decrease to additional paid-in capital of $126.8 million, and an increase to recourse debt, non-current of approximately $121.5 million.

There is no deferred tax impact related to the adoption of ASU 2020-06 due to our full valuation allowance.

Accounting Guidance Not Yet Adopted

Cessation of LIBOR - In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting, as amended ("ASU 2020-04"), which provides optional expedients for a limited period of time for accounting for contracts, hedging relationships, and other transactions affected by the London Interbank Offered Rate ("LIBOR") or other reference rate expected to be discontinued. ASU 2020-04 is effective

immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. In the fourth quarter of 2021, our LIBOR-based debt was refinanced with fixed rate debt. ASU 2020-04 can be applied through December 31, 2022, and has not affected our consolidated financial statements.

Lessor with Variable Lease Payments - In July 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments ("ASU 2021-05"), which modifies ASC 842 to require lessors to classify leases as operating leases if they have variable lease payments that do not depend on an index or rate and would have selling losses if they were classified as sales-type or direct financing leases. The amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021, and interim periods beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2021-05 on our consolidated financial statements.

Contract Assets and Contract Liabilities Acquired in a Business Combination - In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. ASU 2021-08 will be effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The adoption impact of ASU 2021-08 will depend on the magnitude of any future acquisitions. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date.

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Contract Balances

The following table provides information about accounts receivables, contract assets, customer deposits and deferred revenue from contracts with customers (in thousands):


	December 31,
	2021		2020

Accounts receivable	$	87,788	$	96,186
Contract assets	25,201		3,327
Customer deposits	64,809		66,171
Deferred revenue	115,476		135,578

Contract assets relate to contracts for which revenue is recognized upon transfer of control of performance obligations, however billing milestones have not been reached. Customer deposits and deferred revenue are payments received from customers or invoiced amounts prior to transfer of controls of performance obligations. Customer deposits, except for the $34.2 million related to the transaction with SK ecoplant, are refundable fees until certain milestones are met.

Contract Assets


	Years Ended December 31,
		2021		2020

Beginning balance		$	3,327	$	2,768
Transferred to accounts receivable from contract assets recognized at the beginning of the period		(1,198)		—
Revenue recognized and not billed as of the end of the period		23,072		559
Ending balance		$	25,201	$	3,327

Deferred Revenue

Deferred revenue activity, including deferred incentive revenue activity, during the years ended December 31, 2021 and 2020 consisted of the following (in thousands):


	Years Ended December 31,
		2021		2020

Beginning balance		$	135,578	$	175,619
Additions		916,604		652,960
Revenue recognized		(936,706)		(693,001)
Ending balance		$	115,476	$	135,578

Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The significant component of deferred revenue at the end of the period consists of performance obligations relating to the provision of maintenance services under current contracts and future renewal periods. These obligations provide customers with material rights over a period that we estimate will be largely commensurate with the period of their expected use of the associated Energy Server. As a result, we expect to recognize these amounts as revenue over a period of up to 21 years, predominantly on a relative standalone selling price basis that reflects the cost of providing these services. Deferred revenue also includes performance obligations relating to product acceptance and installation. A significant amount of this deferred revenue is reflected as additions and revenue recognized in the same period and we expect to recognize substantially all amounts within a year. During the years ended December 31, 2021 and 2020, we recognized $1.2 million and $14.2 million, respectively, of previously deferred revenue that was not associated with acceptances or service in the year as a result of a modification of a contract with a customer.

We do not disclose the value of the unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Disaggregated Revenue

We disaggregate revenue from contracts with customers into four revenue categories: product, installation, services and electricity (in thousands):


	Years Ended December 31,
		2021		2020		2019

Revenue from contracts with customers:
Product revenue		$	663,512	$	518,633	$	557,336
Installation revenue		96,059		101,887		60,826
Services revenue		144,184		109,633		95,786
Electricity revenue		3,103		1,071		10,840
Total revenue from contract with customers		906,858		731,224		724,788
Revenue from contracts accounted for as leases:
Electricity revenue		65,318		63,023		60,389
Total revenue		$	972,176	$	794,247	$	785,177

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Financial Instruments

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents [Abstract]

Financial Instruments

Cash, Cash Equivalents and Restricted Cash

The carrying values of cash, cash equivalents and restricted cash approximate fair values and were as follows (in thousands):


	December 31,
	2021		2020
As Held:
Cash	$	318,080	$	180,808
Money market funds	297,034		235,902
	$	615,114	$	416,710
As Reported:
Cash and cash equivalents	$	396,035	$	246,947
Restricted cash	219,079		169,763
	$	615,114	$	416,710

Restricted cash consisted of the following (in thousands):


	December 31,
	2021		2020
Current:
Restricted cash	$	89,462	$	26,706
Restricted cash related to PPA Entities1	3,078		25,764
Restricted cash, current	92,540		52,470
Non-current:
Restricted cash	103,300		286
Restricted cash related to PPA Entities1	23,239		117,007
Restricted cash, non-current	126,539		117,293
	$	219,079	$	169,763

1 We have VIEs that represent a portion of the consolidated balances recorded within the "restricted cash" and other financial statement line items in the consolidated balance sheets (see Note 11 - Portfolio Financings). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2021, includes $41.7 million and $1.2 million of current restricted cash, respectively, and $57.7 million and $6.7 million of non-current restricted cash, respectively. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2020, includes $20.3 million and $0.7 million of current restricted cash, respectively, and $88.4 million and $13.3 million of non-current restricted cash, respectively. These entities are not considered VIEs.

Factoring Arrangements

We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with our designated financial institution. These transactions are accounted for as sales and cash proceeds are included in cash used in operating activities. We derecognized $116.3 million and $49.3 million of accounts receivable during the years ended December 31, 2021 and 2020, respectively. The costs of factoring such accounts receivable on our consolidated statements of operations for the years ended December 31, 2021 and 2020 were not material.

Fair Value

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value

Our accounting policy for the fair value measurement of cash equivalents, the fair value of contingent consideration related to business combinations, natural gas fixed price forward contracts, embedded Escalation Protection Plan ("EPP") derivatives and interest rate swap agreements is described in Note 2 - Significant Accounting Policies.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The tables below set forth, by level, our financial assets that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):


	Fair Value Measured at Reporting Date Using
December 31, 2021	Level 1		Level 2		Level 3		Total

Assets
Cash equivalents:
Money market funds	$	297,034	$	—	$	—	$	297,034


	$	297,034	$	—	$	—	$	297,034
Liabilities


Derivatives:
Option to acquire a variable number of shares of Class A Common Stock (Note 18)	$	—	$	13,200	$	—	$	13,200

Natural gas fixed price forward contracts	—		—		—		—

Embedded EPP derivatives	—		—		6,461		6,461

	$	—	$	13,200	$	6,461	$	19,661


	Fair Value Measured at Reporting Date Using
December 31, 2020	Level 1		Level 2		Level 3		Total

Assets
Cash equivalents:
Money market funds	$	235,902	$	—	$	—	$	235,902


	$	235,902	$	—	$	—	$	235,902
Liabilities

Derivatives:
Natural gas fixed price forward contracts	$	—	$	—	$	2,574	$	2,574

Embedded EPP derivatives	—		—		5,541		5,541
Interest rate swap agreements	—		15,989		—		15,989



	$	—	$	15,989	$	8,115	$	24,104

Money Market Funds - Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets.

Option to acquire a variable number of shares of Class A Common Stock - We estimated the fair value of the Option (as defined in Note 18) to acquire a variable number of shares of Class A Common Stock using a Monte Carlo simulation model using a stochastic volatility parameter, which is calibrated and considers the observable implied volatility, the stock price of our Class A Common Stock and market interest rates. As the fair value is determined based on observable inputs, the Option to acquire a variable number of shares of Class A Common Stock is classified as a Level 2 financial liability.

Natural Gas Fixed Price Forward Contracts - As of December 31, 2020, natural gas fixed price forward contracts were valued using a combination of factors including the counterparty's credit rating and estimates of future natural gas prices. The leveling of each financial instrument is reassessed at the end of each period and is based on pricing information received from third-party pricing sources. As of December 31, 2021, our remaining natural gas fixed price forward contracts had no fair value.

The following table provides the number and fair value of our natural gas fixed price forward contracts (in thousands):

December 31, 2021

December 31, 2020

Number of

Contracts

(MMBTU)²

Fair
Value

Number of
Contracts
(MMBTU)²

Fair
Value

Liabilities¹:

Natural gas fixed price forward contracts (not under hedging relationships)

88

$

—

830

$

2,574

¹ Recorded in current liabilities and derivative liabilities in the consolidated balance sheets.

² One MMBTU is a traditional unit of energy used to describe the heat value (energy content) of fuels.

For the years ended December 31, 2021 and 2020, we recognized an unrealized gain of $1.1 million and an unrealized loss of $0.1 million, respectively. We realized gains of $1.5 million and $4.5 million for the years ended December 31, 2021 and 2020, respectively, on the settlement of these contracts in cost of revenue on our consolidated statements of operations.

Embedded Escalation Protection Plan Derivative Liability in Sales Contracts - We estimate the fair value of the embedded EPP derivatives in certain sales contracts using a Monte Carlo simulation model, which considers various potential electricity price curves over the sales contracts' terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as a Level 3 financial liability.

For the years ended December 31, 2021 and 2020, we recorded the fair value of the embedded EPP derivatives and recognized an unrealized loss of $0.9 million and an unrealized gain of $0.6 million, respectively, in (loss) gain on revaluation of embedded derivatives on our consolidated statements of operations.


	Natural Gas Fixed Price Forward Contracts		Embedded EPP Derivative Liability		Total
Liabilities at December 31, 2019	$	6,968	$	6,176	$	13,144
Settlement of natural gas fixed price forward contracts	(4,503)		—		(4,503)
Changes in fair value	109		(635)		(526)
Liabilities at December 31, 2020	2,574		5,541		8,115

Changes in fair value	(2,574)		920		(1,654)

Liabilities at December 31, 2021	$	—	$	6,461	$	6,461

The following table presents the unobservable inputs related to the year ended December 31, 2020 Level 3 liabilities:

As of December 31, 2020

Commodity Contracts

Derivative Liabilities

Valuation Technique

Unobservable Input

Units

Range

Average

(in thousands)

($ per Units)

Natural Gas

$

2,574

Discounted Cash Flow

Forward basis price

MMBTU

$2.82 - $5.03

$

3.67

The unobservable inputs used in the fair value measurement of the natural gas commodity contracts consist of inputs that are less observable due in part to lack of available broker quotes, supported by little, if any, market activity at the measurement

date or are based on internally developed models. Certain basis prices (i.e., the difference in pricing between two locations) included in the valuation of natural gas contracts were deemed unobservable.

To estimate the liabilities related to the EPP contracts an option pricing method was implemented through a Monte Carlo simulation. The unobservable inputs were simulated based on the available values for avoided cost and cost of electricity as calculated for December 31, 2021 and 2020, using an expected growth rate of 7% over the contracts' life and volatility of 20%. The estimated growth rate and volatility were estimated based on the historical tariff changes for the period 2008 to 2021. Avoided cost is the transmission and distribution cost expressed in dollars per kilowatt hours avoided in the given year of the contract, calculated using the billing rates of the effective utility tariff applied during the year to the host account for which usage is offset by the generator. If the billing rates within the utility tariff change during the measurement period, the average of the amount of charge for each rate shall be weighted by the number of effective months for each amount.

The inputs listed above would have had a direct impact on the fair values of the above derivatives if they were adjusted. Generally, an increase in natural gas prices and a decrease in electric grid prices would each result in an increase in the estimated fair value of our derivative liabilities.

Interest Rate Swap Agreements - Interest rate swap agreements are valued using quoted prices for similar contracts and are therefore classified as Level 2 financial assets. Interest rate swaps are designed as hedging instruments and are recognized at fair value on our consolidated balance sheets. During the fourth quarter of 2021, we terminated our hedges and recognized $10.8 million of interest expense in relation to the terminated hedges in the consolidated statement of operations for the year ended December 31, 2021.

Redeemable Convertible Preferred Stock - RCPS are recorded at fair value upon issuance, net of any issuance costs in accordance with ASC 815-40, Contracts in Entity’s Own Equity. For additional information see Note 18 - SK ecoplant Strategic Investment.

We revalued the Option to purchase Class A common stock to its fair value as of December 31, 2021, and recorded a loss of $3.6 million which is included in other income (expense), net in our consolidated statements of operations. The fair value of the Option is reflected in Accrued expenses and other current liabilities in our consolidated balance sheet.

Financial Assets and Liabilities and Other Items Not Measured at Fair Value on a Recurring Basis

Customer Receivables and Debt Instruments - The fair value for customer financing receivables is based on a discounted cash flow model, whereby the fair value approximates the present value of the receivables (Level 3). The senior secured notes, term loans and convertible notes are based on rates currently offered for instruments with similar maturities and terms (Level 3). The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands):


	December 31, 2021				December 31, 2020
	Net Carrying Value		Fair Value		Net Carrying Value		Fair Value

Customer receivables
Customer financing receivables	$	45,269	$	38,334	$	50,746	$	42,679
Debt instruments
Recourse:





10.25% Senior Secured Notes due March 2027	68,968		72,573		68,614		71,831
2.5% Green Convertible Senior Notes due August 2025	222,863		356,822		99,394		426,229
Non-recourse:

7.5% Term Loan due September 2028	29,006		35,669		31,746		37,658

6.07% Senior Secured Notes due March 2030	73,262		83,251		77,007		89,654
3.04% Senior Secured Notes due June 2031	132,631		137,983		—		—
LIBOR + 2.5% Term Loan due December 2021	—		—		114,138		116,113
Redeemable convertible preferred stock, Series A	$	208,551	$	208,551	$	—	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Inventories

The components of inventory consist of the following (in thousands):


	December 31,
	2021		2020

Raw materials	$	80,809	$	79,090
Work-in-progress	31,893		29,063
Finished goods	30,668		33,906
	$	143,370	$	142,059

The inventory reserves were $13.9 million and $14.0 million as of December 31, 2021 and 2020, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	December 31,
	2021		2020


Prepaid hardware and software maintenance	$	3,494	$	5,227
Receivables from employees	5,463		5,160
Other prepaid expenses and other current assets	21,704		20,331
	$	30,661	$	30,718

Property, Plant and Equipment, Net

Property, plant and equipment, net, consists of the following (in thousands):


	December 31,
	2021		2020

Energy Servers	$	674,799	$	669,422
Computers, software and hardware	21,276		20,432
Machinery and equipment	110,600		106,644
Furniture and fixtures	8,607		8,455
Leasehold improvements	52,936		37,497
Building	48,934		46,730
Construction-in-progress	43,544		21,118
	960,696		910,298
Less: accumulated depreciation	(356,590)		(309,670)
	$	604,106	$	600,628

Depreciation expense related to property, plant and equipment was $53.4 million and $52.2 million for the years ended December 31, 2021 and 2020, respectively.

Property, plant and equipment under operating leases by the PPA Entities was $368.0 million and $368.0 million and accumulated depreciation for these assets was $139.4 million and $115.9 million as of December 31, 2021 and 2020,

respectively. Depreciation expense for these assets was $23.5 million and $23.8 million for the years ended December 31, 2021 and 2020, respectively.

Other Long-Term Assets

Other long-term assets consist of the following (in thousands):


	December 31,
	2021		2020

Prepaid insurance	$	9,534	$	11,792
Deferred commissions	7,569		6,732
Long-term lease receivable	7,953		6,995
Prepaid and other long-term assets	14,060		8,992
	$	39,116	$	34,511

Accrued Warranty

Accrued warranty liabilities consist of the following (in thousands):


	December 31,
	2021		2020

Product warranty	$	961	$	1,549
Product performance	10,785		8,605
Maintenance services contracts	—		109
	$	11,746	$	10,263

Changes in the product warranty and product performance liabilities were as follows (in thousands):


Balances at December 31, 2019	$	9,881
Accrued warranty, net	5,944
Warranty expenditures during the year	(5,671)
Balances at December 31, 2020	10,154
Accrued warranty, net	11,049
Warranty expenditures during the year-to-date period	(9,457)
Balances at December 31, 2021	$	11,746

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	December 31,
	2021		2020


Compensation and benefits	$	38,222	$	28,343
Current portion of derivative liabilities	6,059		19,116
Sales-related liabilities	6,040		14,479

Accrued installation	13,968		16,468
Sales tax liabilities	1,491		2,732
Interest payable	2,159		2,224
Other	46,198		28,642
	$	114,138	$	112,004

Other Long-Term Liabilities

Other long-term liabilities consist of the following (in thousands):


	December 31,
	2021		2020

Delaware grant	$	9,495	$	9,212
Other	7,277		8,056
	$	16,772	$	17,268

We recorded a long-term liability for the potential future repayment of the incentive grant received from the Delaware Economic Development Authority of $9.5 million and $9.2 million as of December 31, 2021 and December 31, 2020, respectively. See Note 13 - Commitments and Contingencies for a full description of the grant.

Outstanding Loans and Security Agreements

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Outstanding Loans and Security Agreements

The following is a summary of our debt as of December 31, 2021 (in thousands, except percentage data):


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

10.25% Senior Secured Notes due March 2027	$	70,000	$	8,348	$	60,620	$	68,968	10.25%	March 2027	Company	Yes
2.5% Green Convertible Senior Notes due August 2025	230,000		—		222,863		222,863		2.5%	August 2025	Company	Yes
Total recourse debt	300,000		8,348		283,483		291,831
3.04% Senior Secured Notes due June 30, 2031	134,644		9,376		123,255		132,631		3.04%	June 2031	PPA V	No
7.5% Term Loan due September 2028	31,070		3,436		25,570		29,006		7.5%	September 2028	PPA IIIa	No
6.07% Senior Secured Notes due March 2030	73,955		4,671		68,591		73,262		6.07%	March 2030	PPA IV	No


Total non-recourse debt	239,669		17,483		217,416		234,899
Total debt	$	539,669	$	25,831	$	500,899	$	526,730

The following is a summary of our debt as of December 31, 2020 (in thousands, except percentage data):


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

10.25% Senior Secured Notes due March 2027	$	70,000	$	—	$	68,614	$	68,614	$	—	10.25%	March 2027	Company	Yes
2.5% Green Convertible Senior Notes due August 2025	230,000		—		99,394		99,394		—		2.5%	August 2025	Company	Yes
Total recourse debt	300,000		—		168,008		168,008		—
7.5% Term Loan due September 2028	34,456		2,826		28,920		31,746		—		7.5%	September 2028	PPA IIIa	No
6.07% Senior Secured Notes due March 2030	77,837		3,882		73,125		77,007		—		6.07%	March 2030	PPA IV	No
LIBOR + 2.5% Term Loan due December 2021	114,761		114,138		—		114,138		—		LIBOR plus margin	December 2021	PPA V	No
Letters of Credit due December 2021	—		—		—		—		968		2.25%	December 2021	PPA V	No
Total non-recourse debt	227,054		120,846		102,045		222,891		968
Total debt	$	527,054	$	120,846	$	270,053	$	390,899	$	968

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiaries. The differences between the unpaid principal balances and the net carrying values apply to deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of December 31, 2021 and December 31, 2020.

Recourse Debt Facilities

10.25% Senior Secured Notes due March 2027 - On May 1, 2020, we issued $70.0 million of 10.25% Senior Secured Notes in a private placement ("10.25% Senior Secured Notes"). The 10.25% Senior Secured Notes are governed by an indenture (the “Senior Secured Notes Indenture”) entered into among us, the guarantor party thereto and U.S. Bank National Association, in its capacity as trustee and collateral agent. The 10.25% Senior Secured Notes are secured by certain of our operations and maintenance agreements that previously were part of the security for the 6% Convertible Notes. The 10.25% Senior Secured Notes are supported by a $150.0 million indenture between us and U.S. Bank National Association, which contained an accordion feature for an additional $80.0 million of notes that could be issued on or prior to September 27, 2021. We chose not to exercise this accordion feature, which has now expired.

Interest on the 10.25% Senior Secured Notes is payable quarterly, commencing June 30, 2020. The 10.25% Senior Secured Notes Indenture contains customary events of default and covenants relating to, among other things, the incurrence of new debt, affiliate transactions, liens and restricted payments. On or after March 27, 2022, we may redeem all of the 10.25% Senior Secured Notes at a price equal to 108% of the principal amount of the 10.25% Senior Secured Notes plus accrued and unpaid interest, with such optional redemption prices decreasing to 104% on and after March 27, 2023, 102% on and after March 27, 2024 and 100% on and after March 27, 2026. Before March 27, 2022, we may redeem the 10.25% Senior Secured Notes upon repayment of a make-whole premium. If we experience a change of control, we must offer to purchase for cash all or any part of each holder’s 10.25% Senior Secured Notes at a purchase price equal to 101% of the principal amount of the 10.25% Senior Secured Notes, plus accrued and unpaid interest. The non-current balance of the outstanding unpaid principal of the 10.25% Senior Secured Notes was $61.7 million as of December 31, 2021. The current balance of the outstanding unpaid principal of the 10.25% Senior Secured Notes was $8.3 million as of December 31, 2021.

2.5% Green Convertible Senior Notes due August 2025 - In August 2020, we issued $230.0 million aggregate principal amount of our 2.5% Green Convertible Senior Notes due August 2025 (the "Green Notes"), unless earlier repurchased, redeemed or converted. The principal amount of the Green Notes are $230.0 million, less initial purchaser's discount of $6.9 million and other issuance costs of $3.0 million resulting in net proceeds of $220.1 million.

The Green Notes are senior, unsecured obligations accruing interest at a rate of 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021.

We may not redeem the Green Notes prior to August 21, 2023. We may elect to redeem, at face value, all or any portion of the Green Notes at any time on or after August 21, 2023 and on or before the twenty-sixth trading day immediately before the maturity date, provided certain conditions are met.

Before May 15, 2025, the noteholders have the right to convert their Green Notes only upon the occurrence of certain events, including a conversion upon satisfaction of a condition relating to the closing price of our common stock ("the Closing Price Condition"). If the Closing Price Condition is met on at least 20 of the last 30 consecutive trading days in any quarter, the noteholders may convert their Green Notes at any time during the immediately following quarter. The Closing Price Condition was not met during the three months ended September 30, 2021 and accordingly, the noteholders may not convert their Green Notes at any time during the quarter ending December 31, 2021. From and after May 15, 2025, the noteholders may convert their Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders elect to convert their Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination thereof.

The initial conversion rate is 61.6808 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.21 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” as defined occur, the conversion rate will, in certain circumstances, be increased for a specified period of time.

We adopted ASU 2020-06 as of January 1, 2021 using the modified retrospective transition method. Upon adoption, we combined the previously separated equity component of the Green Notes with the liability component, which is now together classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to debt and amortized as interest expense. Accordingly, we recorded a net decrease to accumulated deficit of $5.3 million, a decrease to additional paid-in capital of $126.8 million, and an increase to recourse debt, non-current, of approximately $121.5 million upon adoption as of January 1, 2021.

Interest on the Green Notes for the year ended December 31, 2021 was $7.7 million, including amortization of issuance costs of $2.0 million. Interest expense for the year ended December 31, 2020 was $2.9 million, including amortization of issuance costs of $0.8 million.

Non-recourse Debt Facilities

3.04% Senior Secured Notes due June 2031 - In November 2021, PPA V issued senior secured notes in an aggregate principal amount of $136.0 million due June 2031. The note bears a fixed rate of 3.04% per annum payable quarterly. The proceeds from the 3.04% Senior Secured Notes due June 2031 were utilized to (i) repay all obligations of the existing LIBOR + 2.5% Term Loan due December 2021, including an outstanding principal balance of $109.1 million, accrued interest of $0.1 million, and fees required to terminate associated interest rate swaps of $11.5 million, (ii) pay the required premium for the PPA V production insurance of $6.5 million, (iii) and pay related fees and expenses related to the refinancing totaling $2.1 million, resulting in a net cash flow of $6.7 million. The note purchase agreement requires us to maintain a debt service reserve, the balance of which was $8.0 million as of December 31, 2021, which was included as part of long-term restricted cash in the consolidated balance sheets. The loan is secured by all assets of PPA V.

7.5% Term Loan due September 2028 - In December 2012 and later amended in August 2013, PPA IIIa entered into a $46.8 million credit agreement to fund the purchase and installation of our Energy Servers. The loan bears a fixed interest rate of 7.5% payable quarterly. The loan requires quarterly principal payments, which began in March 2014. The credit agreement requires us to maintain a debt service reserve for all funded systems, the balance of which was $3.6 million and $3.8 million as of December 31, 2021 and 2020, respectively, which was included as part of long-term restricted cash in the consolidated balance sheets. The loan is secured by all assets of PPA IIIa.

6.07% Senior Secured Notes due March 2030 - The notes bear a fixed interest rate of 6.07% per annum payable quarterly, which began in December 2015 and ends in March 2030. The note purchase agreement requires us to maintain a debt service reserve, the balance of which was $9.1 million and $8.5 million as of December 31, 2021 and 2020, respectively, which was included as part of long-term restricted cash in the consolidated balance sheets. The notes are secured by all the assets of the PPA IV.

LIBOR + 2.5% Term Loan due December 2021 - In June 2015, PPA V entered into a $131.2 million term loan due December 2021. The loan was secured by all the assets of the PPA V and required quarterly principal payments which began in March 2017. In accordance with the credit agreement, PPA V was issued floating rate debt based on LIBOR plus a margin, paid quarterly. The applicable margins used for calculating interest expense are 2.25% for years 1-3 following the Term Conversion Date and 2.5% thereafter. For the lenders’ commitments to the loan and the commitments to a letter of credit facility, the PPA V also paid commitment fees at 0.5% per annum over the outstanding commitments, paid quarterly. In connection with the floating-rate credit agreement, in July 2015, PPA V entered into pay-fixed, receive-float interest rate swap agreements to convert its floating-rate loan into a fixed-rate loan. The agreement also included commitments to a letter of credit facility with the aggregate principal amount of $6.4 million, later adjusted down to $6.2 million. In November 2021, PPA V issued 3.04% Senior Secured Notes due June 2031 in an aggregate principal amount of $136.0 million due June 2031, the proceeds of which were primarily utilized to pay all obligations under the LIBOR + 2.5% Term Loan due December 2021.

Repayment Schedule and Interest Expense

The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2021 (in thousands):


2022	$	25,831
2023	32,430
2024	36,369
2025	270,613
2026	44,870
Thereafter	129,556
	$	539,669

Interest expense of $69.0 million and $78.8 million for the years ended December 31, 2021 and 2020, respectively, was recorded in interest expense on the consolidated statements of operations. This interest expense includes interest expense - related parties of $2.5 million for the year ended December 31, 2020. We did not incur any interest expense - related parties during the year ended December 31, 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (g)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Derivative Financial Instruments

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Option to acquire a variable number of shares of Class A Common Stock (Note 18)

In December 2021, we provided SK ecoplant with an option to acquire a variable number of shares of Class A Common Stock (the “Option”). We concluded that the Option is a freestanding financial instrument that should be separately recorded at fair value on the date the SPA was executed. We determined the fair value of the Option on that date to be $9.6 million. We revalued the Option to its fair value of $13.2 million as of December 31, 2021, and recorded a loss of $3.6 million which is included in other income (expense), net in our consolidated statements of operations. The fair value of the Option is reflected in accrued expenses and other current liabilities in our consolidated balance sheet. For additional information, see Note 18 - SK ecoplant Strategic Investment.

Interest Rate Swaps

We use various financial instruments to minimize the impact of variable market conditions on our results of operations. We use interest rate swaps to minimize the impact of fluctuations of interest rate changes on our outstanding debt where LIBOR is applied. We do not enter into derivative contracts for trading or speculative purposes.

The fair values of the derivatives designated as cash flow hedges as of December 31, 2021 and December 31, 2020 on our consolidated balance sheets are as follows (in thousands):


	December 31,
	2021		2020





Liabilities

Accrued expenses and other current liabilities	$	—	$	15,989

PPA V - In July 2015, PPA V entered into nine interest rate swap agreements to convert a variable interest rate debt to a fixed rate and we designated and documented the interest rate swap arrangements as cash flow hedges. Three of these swaps matured in 2016, three were to mature on December 31, 2021 and the remaining three were to mature on June 30, 2031. The effective change is recorded in accumulated other comprehensive loss and is recognized as interest expense on settlement. The notional amounts of the swaps are none and $181.4 million as of December 31, 2021 and December 31, 2020, respectively. During 2021, the variable rate debts were refinanced into fixed rate debt and there was no notational amount as the swaps were settled.

We measured the swaps at fair value on a recurring basis. Fair value is determined by discounting future cash flows using LIBOR rates with appropriate adjustment for credit risk. We realized immaterial gains attributable to the change in valuation during the years ended December 31, 2021 and 2020, and these gains are included in other expense, net, in the consolidated statements of operations. Upon settlement of the interest rate swaps in November 2021, we paid $11.5 million in breakage fees to terminate the interest rate swap contracts, and we recognized interest expense of $10.9 million on interest rate swaps settlements in our consolidated statements of operations.

The changes in fair value of the derivative contracts designated as cash flow hedges and the amounts recognized in accumulated other comprehensive loss and in earnings are as follows (in thousands):


	Years Ended December 31,
		2021		2020
Beginning balance		$	15,989	$	9,238
Loss (gain) recognized in other comprehensive loss		(2,714)		8,465
Amounts reclassified from other comprehensive loss to earnings		(12,529)		(1,569)
Net loss (gain) recognized in other comprehensive loss		(15,243)		6,896
Gain recognized in earnings		(746)		(145)
Ending balance		$	—	$	15,989

Embedded EPP Derivatives in Sales ContractsWe estimate the fair value of the embedded EPP derivatives in certain of the contracts with our customers using a Monte Carlo simulation model, which considers various potential electricity price forward curves over the sales contracts' terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. The grid pricing EPP guarantees that we provided in some of our sales arrangements represent an embedded derivative, with the initial value accounted for as a reduction in product revenue and any changes, reevaluated quarterly, in the fair market value of the derivative recorded in gain (loss) on revaluation of embedded derivatives. For the years ended December 31, 2021 and 2020, we recorded the fair value of the embedded EPP derivatives and recognized an unrealized loss of $0.9 million and an unrealized gain of $0.6 million, respectively. These gains and losses are included within loss on revaluation of embedded derivatives in the consolidated statements of operations. The fair value of these derivatives was $6.5 million and $5.5 million as of December 31, 2021 and 2020, respectively.

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

Facilities, Energy Servers, and Vehicles

We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020 and in March 2021, we signed leases in Fremont, California that will expire in 2027 and 2036, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 581,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea, Taiwan and the United Arab Emirates.

Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2021 and 2020, rent expense for all occupied facilities was $16.0 million and $9.9 million, respectively.

At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles.

Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised.

Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.

Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of December 31, 2021 and 2020 were as follows (in thousands):


	December 31,
	2021		2020
Assets:
Operating lease right-of-use assets, net 1, 2	$	106,660	$	35,621
Financing lease right-of-use assets, net 2, 3, 4	2,944		334
Total	$	109,604	$	35,955

Liabilities:
Current:
Operating lease liabilities	$	13,101	$	7,899
Financing lease liabilities 5	863		74
Total current lease liabilities	13,964		7,973

Non-current:
Operating lease liabilities	106,187		41,849
Financing lease liabilities 6	2,157		267
Total non-current lease liabilities	108,344		42,116

Total lease liabilities	$	122,308	$	50,089

1 These assets primarily include leases for facilities, Energy Servers and vehicles.

2 Net of accumulated amortization.

3 These assets primarily include leases for vehicles.

4 Included in property, plant and equipment, net, in the consolidated balance sheets, net of accumulated amortization.

5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.

6 Included in other long-term liabilities in the consolidated balance sheets.

The components of our facilities, Energy Servers, and vehicles' lease costs for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Years Ended December 31,
		2021		2020
Operating lease costs		$	15,850	$	9,804
Financing lease costs:
Amortization of financing lease right-of-use assets		1,345		51
Interest expense for financing lease liabilities		349		16
Total financing lease costs		1,694		67

Short-term lease costs		407		613

Total lease costs		$	17,951	$	10,484

Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2021 and 2020 were as follows:


	December 31,
	2021		2020
Remaining lease term (years):
Operating leases	8.9 years		6.7 years
Finance leases	3.5 years		4.2 years

Discount rate:
Operating leases	9.6	%	8.7	%
Finance leases	7.6	%	7.0	%

Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2021 were as follows (in thousands):


	Operating Leases		Finance Leases
2022	$	13,153	$	948
2023	14,994		944
2024	13,500		771
2025	13,524		301
2026	13,061		83
Thereafter	61,636		—
Total minimum lease payments	129,868		3,047
Less: amounts representing interest or imputed interest	(10,581)		(26)
Present value of lease liabilities	$	119,287	$	3,021

Managed Services and Portfolio Financings Through PPA Entities

Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2021 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements.

Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction.

Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing liability. These financing obligations are included in each agreements' contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we recorded right-of-use assets and lease liabilities and recorded lease expense over the lease term. The recognized lease expense has been immaterial.

We recognized $35.1 million of product revenue, $20.9 million of installation revenue, $10.0 million of financing obligations, and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the year ended December 31, 2021.

At December 31, 2021, future lease payments under the Managed Services Agreements financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands):


	Financing Obligations
2022	$	45,117
2023	44,173
2024	42,100
2025	41,075
2026	36,477
Thereafter	55,780
Total lease payments	264,722
Less: imputed interest	(149,240)
Total lease obligations	115,482
Less: current obligations	(14,721)
Long-term lease obligations	$	100,761

The long-term financing obligations, as reflected in our consolidated balance sheets, were $461.9 million and $460.0 million as of December 31, 2021 and 2020, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point.

Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements.

The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands):


	December 31,
	2021		2020
Lease payment receivables, net1	$	44,378	$	49,806
Estimated residual value of leased assets (unguaranteed)	890		890
Net investment in sales-type leases	45,268		50,696
Less: current portion	(5,784)		(5,428)
Non-current portion of net investment in sales-type leases	$	39,484	$	45,268

1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021 and December 31, 2020.

As of December 31, 2021, the future scheduled customer payments from sales-type leases were as follows (in thousands):


	Future minimum lease payments
2022	$	6,110
2023	6,435
2024	6,797
2025	7,125
2026	7,491
Thereafter	11,690
Total undiscounted cash flows	45,648
Less: imputed interest	(1,219)
Present value of lease payments1	$	44,429

1 Amount comprises a current and long-term portion of lease receivables of $5.8 million and $39.5 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our consolidated statement of financial position as customer financing receivables.

Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2021, were as follows (in thousands):


	Operating Leases
2022	44,205
2023	45,290
2024	46,533
2025	47,553
2026	48,732
Thereafter	215,286
Total lease payments	$	447,599

Leases

Facilities, Energy Servers, and Vehicles

We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020 and in March 2021, we signed leases in Fremont, California that will expire in 2027 and 2036, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 581,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea, Taiwan and the United Arab Emirates.

Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2021 and 2020, rent expense for all occupied facilities was $16.0 million and $9.9 million, respectively.

At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles.

Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised.

Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.

Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of December 31, 2021 and 2020 were as follows (in thousands):


	December 31,
	2021		2020
Assets:
Operating lease right-of-use assets, net 1, 2	$	106,660	$	35,621
Financing lease right-of-use assets, net 2, 3, 4	2,944		334
Total	$	109,604	$	35,955

Liabilities:
Current:
Operating lease liabilities	$	13,101	$	7,899
Financing lease liabilities 5	863		74
Total current lease liabilities	13,964		7,973

Non-current:
Operating lease liabilities	106,187		41,849
Financing lease liabilities 6	2,157		267
Total non-current lease liabilities	108,344		42,116

Total lease liabilities	$	122,308	$	50,089

1 These assets primarily include leases for facilities, Energy Servers and vehicles.

2 Net of accumulated amortization.

3 These assets primarily include leases for vehicles.

4 Included in property, plant and equipment, net, in the consolidated balance sheets, net of accumulated amortization.

5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.

6 Included in other long-term liabilities in the consolidated balance sheets.

The components of our facilities, Energy Servers, and vehicles' lease costs for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Years Ended December 31,
		2021		2020
Operating lease costs		$	15,850	$	9,804
Financing lease costs:
Amortization of financing lease right-of-use assets		1,345		51
Interest expense for financing lease liabilities		349		16
Total financing lease costs		1,694		67

Short-term lease costs		407		613

Total lease costs		$	17,951	$	10,484

Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2021 and 2020 were as follows:


	December 31,
	2021		2020
Remaining lease term (years):
Operating leases	8.9 years		6.7 years
Finance leases	3.5 years		4.2 years

Discount rate:
Operating leases	9.6	%	8.7	%
Finance leases	7.6	%	7.0	%

Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2021 were as follows (in thousands):


	Operating Leases		Finance Leases
2022	$	13,153	$	948
2023	14,994		944
2024	13,500		771
2025	13,524		301
2026	13,061		83
Thereafter	61,636		—
Total minimum lease payments	129,868		3,047
Less: amounts representing interest or imputed interest	(10,581)		(26)
Present value of lease liabilities	$	119,287	$	3,021

Managed Services and Portfolio Financings Through PPA Entities

Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2021 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements.

Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction.

Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing liability. These financing obligations are included in each agreements' contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we recorded right-of-use assets and lease liabilities and recorded lease expense over the lease term. The recognized lease expense has been immaterial.

We recognized $35.1 million of product revenue, $20.9 million of installation revenue, $10.0 million of financing obligations, and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the year ended December 31, 2021.

At December 31, 2021, future lease payments under the Managed Services Agreements financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands):


	Financing Obligations
2022	$	45,117
2023	44,173
2024	42,100
2025	41,075
2026	36,477
Thereafter	55,780
Total lease payments	264,722
Less: imputed interest	(149,240)
Total lease obligations	115,482
Less: current obligations	(14,721)
Long-term lease obligations	$	100,761

The long-term financing obligations, as reflected in our consolidated balance sheets, were $461.9 million and $460.0 million as of December 31, 2021 and 2020, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point.

Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements.

The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands):


	December 31,
	2021		2020
Lease payment receivables, net1	$	44,378	$	49,806
Estimated residual value of leased assets (unguaranteed)	890		890
Net investment in sales-type leases	45,268		50,696
Less: current portion	(5,784)		(5,428)
Non-current portion of net investment in sales-type leases	$	39,484	$	45,268

1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021 and December 31, 2020.

As of December 31, 2021, the future scheduled customer payments from sales-type leases were as follows (in thousands):


	Future minimum lease payments
2022	$	6,110
2023	6,435
2024	6,797
2025	7,125
2026	7,491
Thereafter	11,690
Total undiscounted cash flows	45,648
Less: imputed interest	(1,219)
Present value of lease payments1	$	44,429

1 Amount comprises a current and long-term portion of lease receivables of $5.8 million and $39.5 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our consolidated statement of financial position as customer financing receivables.

Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2021, were as follows (in thousands):


	Operating Leases
2022	44,205
2023	45,290
2024	46,533
2025	47,553
2026	48,732
Thereafter	215,286
Total lease payments	$	447,599

Leases

Facilities, Energy Servers, and Vehicles

We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020 and in March 2021, we signed leases in Fremont, California that will expire in 2027 and 2036, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 581,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea, Taiwan and the United Arab Emirates.

Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2021 and 2020, rent expense for all occupied facilities was $16.0 million and $9.9 million, respectively.

At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles.

Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised.

Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.

Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of December 31, 2021 and 2020 were as follows (in thousands):


	December 31,
	2021		2020
Assets:
Operating lease right-of-use assets, net 1, 2	$	106,660	$	35,621
Financing lease right-of-use assets, net 2, 3, 4	2,944		334
Total	$	109,604	$	35,955

Liabilities:
Current:
Operating lease liabilities	$	13,101	$	7,899
Financing lease liabilities 5	863		74
Total current lease liabilities	13,964		7,973

Non-current:
Operating lease liabilities	106,187		41,849
Financing lease liabilities 6	2,157		267
Total non-current lease liabilities	108,344		42,116

Total lease liabilities	$	122,308	$	50,089

1 These assets primarily include leases for facilities, Energy Servers and vehicles.

2 Net of accumulated amortization.

3 These assets primarily include leases for vehicles.

4 Included in property, plant and equipment, net, in the consolidated balance sheets, net of accumulated amortization.

5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.

6 Included in other long-term liabilities in the consolidated balance sheets.

The components of our facilities, Energy Servers, and vehicles' lease costs for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Years Ended December 31,
		2021		2020
Operating lease costs		$	15,850	$	9,804
Financing lease costs:
Amortization of financing lease right-of-use assets		1,345		51
Interest expense for financing lease liabilities		349		16
Total financing lease costs		1,694		67

Short-term lease costs		407		613

Total lease costs		$	17,951	$	10,484

Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2021 and 2020 were as follows:


	December 31,
	2021		2020
Remaining lease term (years):
Operating leases	8.9 years		6.7 years
Finance leases	3.5 years		4.2 years

Discount rate:
Operating leases	9.6	%	8.7	%
Finance leases	7.6	%	7.0	%

Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2021 were as follows (in thousands):


	Operating Leases		Finance Leases
2022	$	13,153	$	948
2023	14,994		944
2024	13,500		771
2025	13,524		301
2026	13,061		83
Thereafter	61,636		—
Total minimum lease payments	129,868		3,047
Less: amounts representing interest or imputed interest	(10,581)		(26)
Present value of lease liabilities	$	119,287	$	3,021

Managed Services and Portfolio Financings Through PPA Entities

Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2021 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements.

Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction.

Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing liability. These financing obligations are included in each agreements' contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we recorded right-of-use assets and lease liabilities and recorded lease expense over the lease term. The recognized lease expense has been immaterial.

We recognized $35.1 million of product revenue, $20.9 million of installation revenue, $10.0 million of financing obligations, and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the year ended December 31, 2021.

At December 31, 2021, future lease payments under the Managed Services Agreements financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands):


	Financing Obligations
2022	$	45,117
2023	44,173
2024	42,100
2025	41,075
2026	36,477
Thereafter	55,780
Total lease payments	264,722
Less: imputed interest	(149,240)
Total lease obligations	115,482
Less: current obligations	(14,721)
Long-term lease obligations	$	100,761

The long-term financing obligations, as reflected in our consolidated balance sheets, were $461.9 million and $460.0 million as of December 31, 2021 and 2020, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point.

Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements.

The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands):


	December 31,
	2021		2020
Lease payment receivables, net1	$	44,378	$	49,806
Estimated residual value of leased assets (unguaranteed)	890		890
Net investment in sales-type leases	45,268		50,696
Less: current portion	(5,784)		(5,428)
Non-current portion of net investment in sales-type leases	$	39,484	$	45,268

1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021 and December 31, 2020.

As of December 31, 2021, the future scheduled customer payments from sales-type leases were as follows (in thousands):


	Future minimum lease payments
2022	$	6,110
2023	6,435
2024	6,797
2025	7,125
2026	7,491
Thereafter	11,690
Total undiscounted cash flows	45,648
Less: imputed interest	(1,219)
Present value of lease payments1	$	44,429

1 Amount comprises a current and long-term portion of lease receivables of $5.8 million and $39.5 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our consolidated statement of financial position as customer financing receivables.

Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2021, were as follows (in thousands):


	Operating Leases
2022	44,205
2023	45,290
2024	46,533
2025	47,553
2026	48,732
Thereafter	215,286
Total lease payments	$	447,599

Leases

Facilities, Energy Servers, and Vehicles

We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020 and in March 2021, we signed leases in Fremont, California that will expire in 2027 and 2036, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 581,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea, Taiwan and the United Arab Emirates.

Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2021 and 2020, rent expense for all occupied facilities was $16.0 million and $9.9 million, respectively.

At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles.

Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised.

Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.

Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of December 31, 2021 and 2020 were as follows (in thousands):


	December 31,
	2021		2020
Assets:
Operating lease right-of-use assets, net 1, 2	$	106,660	$	35,621
Financing lease right-of-use assets, net 2, 3, 4	2,944		334
Total	$	109,604	$	35,955

Liabilities:
Current:
Operating lease liabilities	$	13,101	$	7,899
Financing lease liabilities 5	863		74
Total current lease liabilities	13,964		7,973

Non-current:
Operating lease liabilities	106,187		41,849
Financing lease liabilities 6	2,157		267
Total non-current lease liabilities	108,344		42,116

Total lease liabilities	$	122,308	$	50,089

1 These assets primarily include leases for facilities, Energy Servers and vehicles.

2 Net of accumulated amortization.

3 These assets primarily include leases for vehicles.

4 Included in property, plant and equipment, net, in the consolidated balance sheets, net of accumulated amortization.

5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.

6 Included in other long-term liabilities in the consolidated balance sheets.

The components of our facilities, Energy Servers, and vehicles' lease costs for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Years Ended December 31,
		2021		2020
Operating lease costs		$	15,850	$	9,804
Financing lease costs:
Amortization of financing lease right-of-use assets		1,345		51
Interest expense for financing lease liabilities		349		16
Total financing lease costs		1,694		67

Short-term lease costs		407		613

Total lease costs		$	17,951	$	10,484

Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2021 and 2020 were as follows:


	December 31,
	2021		2020
Remaining lease term (years):
Operating leases	8.9 years		6.7 years
Finance leases	3.5 years		4.2 years

Discount rate:
Operating leases	9.6	%	8.7	%
Finance leases	7.6	%	7.0	%

Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2021 were as follows (in thousands):


	Operating Leases		Finance Leases
2022	$	13,153	$	948
2023	14,994		944
2024	13,500		771
2025	13,524		301
2026	13,061		83
Thereafter	61,636		—
Total minimum lease payments	129,868		3,047
Less: amounts representing interest or imputed interest	(10,581)		(26)
Present value of lease liabilities	$	119,287	$	3,021

Managed Services and Portfolio Financings Through PPA Entities

Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2021 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements.

Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction.

Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing liability. These financing obligations are included in each agreements' contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we recorded right-of-use assets and lease liabilities and recorded lease expense over the lease term. The recognized lease expense has been immaterial.

We recognized $35.1 million of product revenue, $20.9 million of installation revenue, $10.0 million of financing obligations, and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the year ended December 31, 2021.

At December 31, 2021, future lease payments under the Managed Services Agreements financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands):


	Financing Obligations
2022	$	45,117
2023	44,173
2024	42,100
2025	41,075
2026	36,477
Thereafter	55,780
Total lease payments	264,722
Less: imputed interest	(149,240)
Total lease obligations	115,482
Less: current obligations	(14,721)
Long-term lease obligations	$	100,761

The long-term financing obligations, as reflected in our consolidated balance sheets, were $461.9 million and $460.0 million as of December 31, 2021 and 2020, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point.

Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements.

The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands):


	December 31,
	2021		2020
Lease payment receivables, net1	$	44,378	$	49,806
Estimated residual value of leased assets (unguaranteed)	890		890
Net investment in sales-type leases	45,268		50,696
Less: current portion	(5,784)		(5,428)
Non-current portion of net investment in sales-type leases	$	39,484	$	45,268

1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021 and December 31, 2020.

As of December 31, 2021, the future scheduled customer payments from sales-type leases were as follows (in thousands):


	Future minimum lease payments
2022	$	6,110
2023	6,435
2024	6,797
2025	7,125
2026	7,491
Thereafter	11,690
Total undiscounted cash flows	45,648
Less: imputed interest	(1,219)
Present value of lease payments1	$	44,429

1 Amount comprises a current and long-term portion of lease receivables of $5.8 million and $39.5 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our consolidated statement of financial position as customer financing receivables.

Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2021, were as follows (in thousands):


	Operating Leases
2022	44,205
2023	45,290
2024	46,533
2025	47,553
2026	48,732
Thereafter	215,286
Total lease payments	$	447,599

Stock-Based Compensation Expense and Employee Benefit Plans

12 Months Ended

Dec. 31, 2021

Stock-Based Compensation Expense and Employee Benefit Plans

Stock-Based Compensation and Employee Benefit Plans

Share-based grants are designed to reward employees for their long-term contributions to us and provide incentives for them to remain with us.

2002 Stock Plan

Our 2002 Stock Plan (the "2002 Plan") was approved in April 2002 and amended in June 2011. In August 2012 and in connection with the adoption of the 2012 Plan, shares authorized for issuance under the 2002 Plan were cancelled, except for those shares reserved for issuance upon exercise of outstanding stock options. Any outstanding stock options granted under the 2002 Plan remain outstanding, subject to the terms of the 2002 Plan, until such shares are issued under those awards (by exercise of stock options) or until the awards terminate or expire by terms.

Grants under the 2002 Plan generally vest ratably over a four years period from the vesting commencement date and expire ten years from grant date. Original grants under the 2002 Plan were for "common stock". Pursuant to the Twelfth Amended and Restated Articles of Incorporation authorized in July 2018, all such shares automatically converted to Class B shares of common stock. As of December 31, 2021, options to purchase 48,777 shares of Class B common stock were outstanding with a weighted average exercise price of $30.29 per share. The 2002 Stock Plan has been canceled but continues to govern outstanding option grants under the 2002 Plan.

2012 Equity Incentive Plan

Our 2012 Equity Incentive Plan (the "2012 Plan") was approved in August 2012. The 2012 Plan provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights and RSUs, all of which may be granted to employees, including officers, and to non-employee directors and consultants except we may grant incentive stock options only to employees.

Grants under the 2012 Plan generally vest ratably over a four years period from the vesting commencement date and expire ten years from grant date. Original grants under the 2012 Plan were for "common stock". Pursuant to the Twelfth Amended and Restated Articles of Incorporation authorized in July 2018, all such shares automatically converted to Class B shares of common stock. As of December 31, 2021, stock options to purchase 6,891,128 shares of Class B common stock were outstanding with a weighted average exercise price of $27.52 per share and no shares were available for future grant. The 2012 Equity Incentive Plan has been canceled but continues to govern outstanding option grants under the 2012 Plan.

2018 Equity Incentive Plan

The 2018 Equity Incentive Plan (the "2018 Plan") was approved in April 2018. The 2018 Plan became effective upon the IPO and serves as the successor to the 2012 Plan. The 2018 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, PSUs and stock bonuses. The 2018 Plan provides for the grant of awards to employees, directors, consultants, independent contractors and advisors provided the consultants, independent contractors, directors and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options is at least equal to the fair market value of Class A common stock on the date of grant. Grants under the 2018 Plan generally vest ratably over a three or four years from the vesting commencement date and expire ten years from grant date.

The 2018 Plan allows for an annual increase on January 1, of each of 2019 through 2028, by the lesser of (a) four percent (4%) of the number of Class A common stock, Class B common stock, and common stock equivalents (including options, RSUs, warrants and preferred stock on an as-converted basis) issued and outstanding on each December 31 immediately prior to the date of increase, and (b) such number of shares determined by the Board of Directors.

As of December 31, 2021, stock options to purchase 3,797,391 shares of Class A common stock were outstanding with a weighted average exercise price of $9.70 per share and 8,367,663 shares of outstanding RSUs that may be settled for Class A common stock which were granted pursuant to the 2018 Plan. As of December 31, 2021, we had 23,999,768 shares reserved for issuance under the 2018 Plan.

Stock-Based Compensation Expense

We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of option valuation:


	Years Ended December 31,
		2021	2020	2019

Risk-free interest rate		—	0.6%	1.7% - 2.6%
Expected term (years)		—	6.6	6.4 - 6.7
Expected dividend yield		—	—	—
Expected volatility		—	71.0%	45.7% - 50.2%

The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations (in thousands):


	Years Ended December 31,
		2021		2020		2019

Cost of revenue		$	13,811	$	17,475	$	45,429
Research and development		20,274		19,037		40,949
Sales and marketing		17,085		10,997		32,478
General and administrative		24,962		26,384		77,435
		$	76,132	$	73,893	$	196,291

As of December 31, 2021, 2020 and 2019, we capitalized $5.8 million, $5.9 million and $7.3 million of stock-based compensation cost, respectively, into inventory and property, plant and equipment.

Stock Option and Stock Award Activity

The following table summarizes the stock option activity under our stock plans during the reporting period:


	Outstanding Options
	Number of Shares	Weighted Average Exercise Price		Remaining Contractual Life (Years)	Aggregate Intrinsic Value

					(in thousands)




Balances at December 31, 2019	17,837,316	$	20.76	6.9	$	14,964
Granted	200,000	7.30
Exercised	(1,341,324)	11.18
Cancelled	(1,341,721)	22.49
Balances at December 31, 2020	15,354,271	21.27		6.0	129,855

Exercised	(3,460,364)	23.05
Cancelled	(1,156,612)	16.33
Balances at December 31, 2021	10,737,295	21.23		5.2	60,304
Vested and expected to vest at December 31, 2021	10,620,061	21.36		5.2	58,772
Exercisable at December 31, 2021	8,858,957	23.67		4.8	36,441

Stock Options - During the years ended December 31, 2021 and 2020, we recognized $15.6 million and $19.1 million of stock-based compensation costs for stock options, respectively.

We did not grant options in the year ended December 31, 2021 and we granted 200,000 options of Class A common stock during the year ended December 31, 2020, and the weighted average grant-date fair value of those granted awards was $7.30 per share.

During the years ended December 31, 2021, 2020 and 2019, the intrinsic value of stock options exercised was $28.9 million, $11.2 million and $2.6 million, respectively.

As of December 31, 2021 and 2020, we had unrecognized compensation costs related to unvested stock options of $6.2 million and $20.7 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 0.9 years and 1.8 years, respectively. Cash received from stock options exercised totaled $79.7 million and $15.0 million for the years ended December 31, 2021 and 2020, respectively.

A summary of our stock awards activity and related information is as follows:


	Number of Awards Outstanding	Weighted Average Grant Date Fair Value





Unvested Balance at December 31, 2019	10,112,266	$	17.29
Granted	4,744,467	12.43
Vested	(7,806,038)	17.48
Forfeited	(631,907)	14.93
Unvested Balance at December 31, 2020	6,418,788	$	13.71
Granted	6,475,536	25.82
Vested	(2,904,996)	17.04
Forfeited	(1,621,664)	20.97
Unvested Balance at December 31, 2021	8,367,664	20.52

Stock Awards - The estimated fair value of RSUs and PSUs is based on the fair value of our Class A common stock on the date of grant. For the years ended December 31, 2021 and 2020, we recognized $50.1 million and $44.1 million of stock-based compensation costs for stock awards, respectively.

As of December 31, 2021 and 2020, we had $114.9 million and $59.8 million of unrecognized stock-based compensation cost related to unvested stock awards, expected to be recognized over a weighted average period of 2.3 years and 2.2 years, respectively.

Executive Awards

In November 2019, the Board approved stock options ("2019 Executive Awards") to certain executive staff. The 2019 Executive Awards were granted pursuant to the 2018 Plan and consist of three vesting tranches with a vesting schedule based on the attainment of market conditions and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2019 Executive Awards are recognized over the service period, even though no tranches of the 2019 Performance Awards vest unless a market condition is achieved. The grant date fair value of the options is determined using a Monte Carlo simulation.

In June 2020, the Board approved stock awards ("2020 Executive Awards") to certain executive staff. The 2020 Executive Awards were PSUs granted pursuant to the 2018 Plan and consist of three vesting tranches with an annual vesting schedule based on the attainment of performance conditions and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2020 Executive Awards is recognized over the service period as we evaluate the probability of the achievement of the performance conditions.

In June 2021, the Board approved stock awards ("2021 Executive Awards") to certain executive staff. The 2021 Executive Awards were PSUs granted pursuant to the 2018 Plan and consist of three vesting tranches with an annual vesting schedule based on the attainment of performance conditions and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2021 Executive Awards is recognized over the service period as we evaluate the probability of the achievement of the performance conditions.

In May 2021, we issued RSUs and PSUs to our Chief Executive Officer. The RSUs will vest in equal annual installments over five years from the grant date. A portion of the PSUs can be earned based on achieving certain financial performance goals and another portion can be earned based upon achieving certain progressive stock price hurdles. Any shares issued under the PSU awards will be subject to a two-year post-vest holding period in which the award holder will be restricted from selling any shares (net of shares settled for taxes). As of December 31, 2021, the unamortized compensation expense for the RSUs and PSUs was $24.0 million. Actual compensation expense is dependent on the performance of the PSUs that vest based upon a performance condition. We estimated the fair value of the PSUs that vest based on a market condition on the date of grant using a Monte Carlo simulation with the following assumptions: (i) expected volatility of 71.2%, (ii) risk-free interest rate of 1.6%, and (iii) no expected dividend yield.

The following table presents the stock activity and the total number of shares available for grant under our stock plans as of December 31, 2021:


						Plan Shares Available for Grant













Balances at December 31, 2020						20,233,754
Added to plan						8,102,014
Granted						(6,475,536)

Cancelled						2,778,276
Expired						(491,724)
Balances at December 31, 2021						24,146,784

2018 Employee Stock Purchase Plan

In April 2018, we adopted the 2018 ESPP. The 2018 ESPP became effective upon our initial public offering ("IPO") in July 2018. The 2018 ESPP is intended to qualify under Section 423 of the Internal Revenue Code. The aggregate number of our shares that may be issued over the term of our ESPP is 33,333,333 Class A common stock. A total of 3,333,333 shares of our Class A common stock were initially reserved for issuance under the plan. The number of shares reserved for issuance under the 2018 ESPP will increase automatically on the 1st day of January of each of the first nine years following the first offering date by the number of shares equal to one percent (1%) of the total number of Class A common stock, Class B common stock and common stock equivalents (including options, RSUs, warrants and preferred stock on an as converted basis) issued and outstanding on the immediately preceding December 31 (rounded down to the nearest whole share); provided, that the Board of Directors or the Compensation Committee may in its sole discretion reduce the amount of the increase in any particular year.

The 2018 ESPP allows eligible employees to purchase shares, subject to purchase limits of 2,500 shares during each six month period or $25,000 worth of stock for each calendar year, of our Class A common stock through payroll deductions at a price per share equal to 85% of the lesser of the fair market value of our Class A common stock (i) on the first trading day of the applicable offering date and (ii) the last trading day of each purchase date.

During the years ended December 31, 2021 and 2020, we recognized $7.7 million and $5.7 million of stock-based compensation costs for the 2018 ESPP, respectively. We issued 1,945,305 shares in the year ended December 31, 2021. During the year ended December 31, 2021, we added an additional 1,902,572 shares and there were 2,544,668 shares available for issuance as of December 31, 2021.

As of December 31, 2021, we had $9.8 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 0.5 years.

We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the 2018 ESPP share valuation:


	Years Ended December 31,
		2021	2020

Risk-free interest rate		0.1% - 2.8%	0.12%- 1.51%
Expected term (years)		0.5 - 2.0	0.5 - 2.0
Expected dividend yield		—	—
Expected volatility		95.0% - 114.5%	61.0% - 119.2%

Portfolio Financings

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Portfolio Financings

Overview

We have developed various financing options that enable customers' use of the Energy Servers through third-party ownership financing arrangements.

In some cases, similar to direct purchases and leases, the standard one-year warranty and performance guaranties are included in the price of the product. The Operating Company also enters into a master services agreement with us following the first year of service to extend the warranty services and guaranties over the term of the PPA. In other cases, the master services agreements including performance warranties and guaranties are billed on a quarterly basis starting in the first quarter following the placed-in-service date of the Energy Server(s) and continuing over the term of the PPA. The first of such arrangements was considered a sales-type lease and the product revenue from that agreement was recognized upfront in the same manner as direct purchase and lease transactions. Substantially all of our subsequent PPAs have been accounted for as operating leases with the related revenue under those agreements recognized ratably over the PPA term as electricity revenue. We recognize the cost of revenue, primarily product costs and maintenance service costs, over the shorter of the estimated useful life of the Energy Server or the term of the PPA.

We and our third-party equity investors (together "Equity Investors") contribute funds into a limited liability investment entity ("Investment Company") that owns and is parent to the Operating Company (together, the "PPA Entities"). These PPA Entities constitute VIEs under U.S. GAAP. We have considered the provisions within the contractual agreements which grant us power to manage and make decisions affecting the operations of these VIEs. We consider that the rights granted to the Equity Investors under the contractual agreements are more protective in nature rather than participating. Therefore, we have determined under the power and benefits criterion of ASC 810, Consolidations that we are the primary beneficiary of these VIEs. As the primary beneficiary of these VIEs, we consolidate in our consolidated financial statements the financial position, results of operations and cash flows of the PPA Entities, and all intercompany balances and transactions between us and the PPA Entities are eliminated in the consolidated financial statements.

In accordance with our Portfolio Financings, the Operating Company acquires Energy Servers from us for cash payments that are made on a similar schedule as if the Operating Company were a customer purchasing an Energy Server from us outright. In the consolidated financial statements, the sale of Energy Servers by us to the Operating Company are treated as intercompany transactions and as a result eliminated in consolidation. The acquisition of Energy Servers by the Operating Company is accounted for as a non-cash reclassification from inventory to Energy Servers within property, plant and equipment, net on our consolidated balance sheets. In arrangements qualifying for sales-type leases, we reduce these recorded assets by amounts received from U.S. Treasury Department cash grants and from similar state incentive rebates.

The Operating Company sells the electricity to end customers under PPAs. Cash generated by the electricity sales, as well as receipts from any applicable government incentive program, is used to pay operating expenses (including the management and services we provide to maintain the Energy Servers over the term of the PPA) and to service the non-recourse debt with the remaining cash flows distributed to the Equity Investors. In transactions accounted for as sales-type leases, we recognize subsequent customer billings as electricity revenue over the term of the PPA and amortize any applicable government incentive program grants as a reduction to depreciation expense of the Energy Server over the term of the PPA. In transactions accounted for as operating leases, we recognize subsequent customer payments and any applicable government incentive program grants as electricity revenue and service revenue over the term of the PPA.

Upon sale or liquidation of a PPA Entity, distributions would occur in the order of priority specified in the contractual agreements.

We have established six different PPA Entities to date. The contributed funds are restricted for use by the Operating Company to the purchase of our Energy Servers manufactured by us in our normal course of operations. All six PPA Entities utilized their entire available financing capacity and have completed the purchase of their Energy Servers. Any debt incurred by the Operating Companies is non-recourse to us. Under these structures, each Investment Company is treated as a partnership for U.S. federal income tax purposes. Equity Investors receive investment tax credits and accelerated tax depreciation benefits. In 2016, we purchased the tax equity investor’s interest in PPA I, which resulted in a change in our ownership interest in PPA I while we continued to hold the controlling financial interest in this company. In 2019, we bought out the then-existing tax equity investors' interest in the PPA II Investment Company, and admitted two new equity investors as a member of the PPA II Operating Company, retaining only a minor equity interest in the Operating Company. One of the new equity investors became the managing member, and as a result we determined that we no longer retained a controlling interest in the Operating Company in PPA II and therefore, the Operating Company was no longer consolidated as a VIE into our consolidated financial

statements. In 2019, we also entered into a PPA IIIb upgrade of Energy Servers transaction where we bought out the equity interest of the third-party investor, decommissioned the Energy Servers in the Operating Company and sold new Energy Servers deployed at customer sites through our Managed Services Financing option. The PPA IIIb Investment Company and Operating Company became wholly-owned by us but no longer met the definition of a VIE. We therefore continue to consolidate PPA IIIb in our consolidated financial statements.

PPA Entities' Activities Summary

The table below shows the details of the three Investment Company VIEs that were active during the year ended December 31, 2021 and their cumulative activities from inception to the years indicated (dollars in thousands):


	PPA IIIa		PPA IV		PPA V
Overview:
Maximum size of installation (in megawatts)	10		21		40
Installed size (in megawatts)	10		19		37
Term of power purchase agreements (in years)	15		15		15
First system installed	Feb-13		Sep-14		Jun-15
Last system installed	Jun-14		Mar-16		Dec-16
Income (loss) and tax benefits allocation to Equity Investor	99%		90%		99%
Cash allocation to Equity Investor	99%		90%		90%
Income (loss), tax and cash allocations to Equity Investor after the flip date	5%		No flip		No flip
Equity Investor 1	US Bank		Exelon Corporation		Exelon Corporation
Put option date 2	1st anniversary of flip point		N/A		N/A
Company cash contributions	$	32,223	$	11,669	$	27,932
Company non-cash contributions 3	$	8,655	$	—	$	—
Equity Investor cash contributions	$	36,967	$	84,782	$	227,344
Debt financing	$	44,968	$	99,000	$	131,237
Activity as of December 31, 2021:
Distributions to Equity Investor	$	4,897	$	12,848	$	26,601
Debt repayment—principal	$	13,899	$	25,045	$	132,587
Activity as of December 31, 2020:
Distributions to Equity Investor	$	4,847	$	8,852	$	24,809
Debt repayment—principal	$	10,513	$	21,163	$	16,475
Activity as of December 31, 2019:
Distributions to Equity Investor	$	4,803	$	6,692	$	70,591
Debt repayment—principal	$	6,631	$	18,012	$	9,453
















1 Investor name represents ultimate parent of subsidiary financing the project.
2 Investor right on the certain date, upon giving us advance written notice, to sell the membership interests to us or resign or withdraw from the investment partnership.
3 Non-cash contributions consisted of warrants that were issued by us to respective lenders to each PPA Entity, as required by such entity’s credit agreements. The corresponding values are amortized using the effective interest method over the debt term.

The noncontrolling interests in PPA IIIa are redeemable as a result of the put option held by the Equity Investors as of December 31, 2021 and 2020. At December 31, 2021 and 2020, the carrying value of redeemable noncontrolling interests of $0.3 million and $0.4 million, respectively, exceeded the maximum redemption value.

PPA Entities’ Aggregate Assets and Liabilities

Generally, the assets of an operating company owned by an investment company can be used to settle only the operating company obligations, and the operating company creditors do not have recourse to us. The following are the aggregate carrying values of our VIEs' assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, including each of the PPA Entities in the PPA IIIa transaction, the PPA IV transaction and the PPA V transaction (in thousands):



	December 31,		December 31,
	2021		2020

Assets
Current assets:
Cash and cash equivalents	$	1,541	$	1,421
Restricted cash	3,078		4,698
Accounts receivable	5,112		4,420
Customer financing receivable	5,784		5,428
Prepaid expenses and other current assets	3,071		3,048
Total current assets	18,586		19,015
Property and equipment, net	228,546		252,020
Customer financing receivable, non-current	39,484		45,268
Restricted cash, non-current	23,239		15,320
Other long-term assets	2,362		37
Total assets	$	312,217	$	331,660

Liabilities
Current liabilities:

Accrued expenses and other current liabilities	$	194	$	19,510
Deferred revenue and customer deposits	662		662
Non-recourse debt	17,483		120,846
Total current liabilities	18,339		141,018
Deferred revenue and customer deposits, non-current	5,410		6,072
Non-recourse debt, non-current	217,417		102,045

Total liabilities	$	241,166	$	249,135

We consolidated each PPA Entity as VIEs in the PPA IV transaction and the PPA V transaction, as we remain the minority shareholder in each of these transactions but have determined that we are the primary beneficiary of these VIEs. These PPA Entities contain debt that is non-recourse to us and own Energy Server assets for which we do not have title.

We believe that by presenting assets and liabilities separate from the PPA Entities, we provide a better view of the true operations of our core business. The table below provides detail into the assets and liabilities of Bloom Energy separate from the PPA Entities. The table provides our stand-alone assets and liabilities, those of the PPA Entities combined, and our consolidated balances as of December 31, 2021 and 2020 (in thousands):


	December 31, 2021						December 31, 2020
	Bloom Energy		PPA Entities		Consolidated		Bloom Energy		PPA Entities		Consolidated

Assets
Current assets	$	787,834	$	18,586	$	806,420	$	599,589	$	19,015	$	618,604
Long-term assets	625,520		293,631		919,151		523,138		312,645		835,783
Total assets	$	1,413,354	$	312,217	$	1,725,571	$	1,122,727	$	331,660	$	1,454,387
Liabilities
Current liabilities	$	315,792	$	856	$	316,648	$	295,359	$	20,172	$	315,531
Current portion of debt	8,348		17,483		25,831		—		120,846		120,846
Long-term liabilities	669,759		5,410		675,169		600,489		6,072		606,561
Long-term portion of debt	283,482		217,417		500,899		168,008		102,045		270,053
Total liabilities	$	1,277,381	$	241,166	$	1,518,547	$	1,063,856	$	249,135	$	1,312,991

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

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


	Years Ended December 31,
		2021		2020		2019

Total revenue from related parties		$	16,038	$	7,562	$	228,100
Interest expense to related parties		—		2,513		6,756

Bloom Energy Japan Limited

In May 2013, we entered into a joint venture with Softbank Corp. ("Softbank"), which was accounted for as an equity method investment. Under this arrangement, we sold Energy Servers and provided maintenance services to the joint venture. On July 1, 2021 (the "BEJ Closing Date"), we acquired Softbank's 50% interest in the joint venture for a cash payment of $2.0 million and subject to a $3.6 million earn out. As of the BEJ Closing Date, Bloom Energy Japan Limited ("Bloom Energy Japan") is no longer considered a related party. For additional information, see Note 17 - Business Combinations.

For the years ended December 31, 2021 and 2020, we recognized related party total revenue of $1.6 million and $3.4 million, respectively. Accounts receivable from this joint venture was $2.4 million as of December 31, 2020.

SK ecoplant Joint Venture and Strategic Partnership

In September 2019, we entered into a joint venture agreement with SK ecoplant to establish a light-assembly facility in the Republic of Korea for sales of certain portions of our Energy 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 and is accounted for as a consolidated subsidiary. For the years ended December 31, 2021 and 2020, we recognized related party revenue of $14.5 million and $4.2 million, respectively. As of December 31, 2021 and 2020, we had outstanding accounts receivable of $4.4 million and none, respectively.

On October 23, 2021, we expanded our existing relationship with SK ecoplant. In connection with the execution of the strategic partnership, we entered into a Securities Purchase Agreement pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A Redeemable Convertible Preferred Stock. In addition, SK ecoplant acquired an option to acquire a variable number of shares of our Class A Common Stock and acquired certain rights and provisions relating to the arrangement under this strategic partnership. For additional information, see Note 18 - SK ecoplant Strategic Investment.

Debt to Related Parties

We had no debt or convertible notes from investors considered to be related parties as of December 31, 2021.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments Purchase Commitments with Suppliers and Contract Manufacturers - In order to reduce manufacturing lead-times and to ensure an adequate supply of inventories, we have agreements with our component suppliers and contract manufacturers to allow long lead-time component inventory procurement based on a rolling production forecast. We are contractually obligated to purchase long lead-time component inventory procured by certain manufacturers in accordance with our forecasts. We can generally give notice of order cancellation at least 90 days prior to the delivery date. However, we issue purchase orders to our component suppliers and third-party manufacturers that may not be cancellable. As of December 31, 2021 and December 31, 2020, we had no material open purchase orders with our component suppliers and third-party manufacturers that are not cancellable. Portfolio Financings Performance Guarantees - Under the terms of the PPA I transaction, customers agree to purchase power from our Energy Servers at negotiated rates, generally for periods of up to 15 years. We are responsible for all operating costs necessary to maintain, monitor and repair the Energy Servers, including the fuel necessary to operate the systems under certain PPAs. The risk associated with the future market price of fuel purchase obligations is mitigated with commodity contract futures. For additional information, see Note 11 - Portfolio Financings. We guarantee the performance of Energy Servers at certain levels of output and efficiency to its customers over the contractual term. The PPA Entities monitor the need for any accruals arising from such guaranties, which are calculated as the difference between committed and actual power output or between natural gas consumption at warranted efficiency levels and actual consumption, multiplied by the contractual rates with the customer. Amounts payable under these guaranties are accrued in periods when the guaranties are not met and are recorded in cost of service revenue in the consolidated statements of operations. We paid $0.3 million and $7.4 million for the years ended December 31, 2021 and 2020, respectively. Letters of Credit - In 2019, pursuant to the PPA II upgrade of Energy Servers, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative development and established a cash-collateralized LC facility for this purpose. As of December 31, 2021, the balance of this cash-collateralized LC was $99.4 million, of which $41.7 million and $57.7 million is recognized as short-term and long-term restricted cash, respectively. Pledged Funds - In 2019, pursuant to the PPA IIIb upgrade of Energy Servers, we established a restricted cash fund of $20.0 million, which had been pledged for a seven-year period to secure our operations and maintenance obligations with respect to the totality of our obligations to the financier. All or a portion of such funds would be released if we meet certain credit rating and/or market capitalization milestones prior to the end of the pledge period. If we do not meet the required criteria within the first five-year period, the funds would still be released to us over the following two years as long as the Energy Servers continue to perform in compliance with our warranty obligations. As of December 31, 2021, the balance of the long-term restricted cash fund was $6.7 million. Contingencies Indemnification Agreements - We enter into standard indemnification agreements with our customers and certain other business partners in the ordinary course of business. Our exposure under these agreements is unknown because it involves future claims that may be made against us but have not yet been made. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations. Delaware Economic Development Authority - In March 2012, we entered into an agreement with the Delaware Economic Development Authority to provide a grant of $16.5 million to us as an incentive to establish a new manufacturing facility in Delaware and to provide employment for full time workers at the facility over a certain period of time. The grant contains two types of milestones that we must complete to retain the entire amount of the grant proceeds. The first milestone was to provide employment for 900 full time workers in Delaware by the end of the first recapture period of September 30, 2017. The second milestone was to pay these full-time workers a cumulative total of $108.0 million in compensation by September 30, 2017. There are two additional recapture periods at which time we must continue to employ 900 full time workers and the cumulative total compensation paid by us is required to be at least $324.0 million by September 30, 2023. As of December 31, 2021, we had 484 full time workers in Delaware and paid $191.4 million in cumulative compensation. As of December 31, 2020, we had 424 full time workers in Delaware and paid $152.2 million in cumulative compensation. We have so far received $12.0 million of the grant, which is contingent upon meeting the milestones through September 30, 2023. In the event that we do not meet the milestones, we may have to repay the Delaware Economic Development Authority, up to an additional $2.5 million on September 30, 2023. We repaid $1.5 million and $1.0 million of the grant in 2017 and 2021, respectively. As of December 31, 2021, we have recorded $9.5 million in other long-term liabilities for potential future repayments of this grant. Investment Tax Credits - Our Energy Servers are eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the incentives. Energy Servers are purchased by the PPA Entities, other financial sponsors, or customers and, therefore, these parties bear the risk of repayment if the assets placed in service do not meet the ITC operational criteria in the future although in certain limited circumstances we do provide indemnification for such risk. Legal Matters - We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matters may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or on future periods. In July 2018, two former executives of Advanced Equities, Inc., Keith Daubenspeck and Dwight Badger, filed a statement of claim with the American Arbitration Association in Santa Clara, CA, against us, Kleiner Perkins, Caufield & Byers, LLC (“KPCB”), New Enterprise Associates, LLC (“NEA”) and affiliated entities of both KPCB and NEA seeking to compel arbitration and alleging a breach of a confidential agreement executed between the parties on June 27, 2014 (the “Confidential Agreement”). On May 7, 2019, KPCB and NEA were dismissed with prejudice. On June 15, 2019, a second amended statement of claim was filed against us alleging securities fraud, fraudulent inducement, a breach of the Confidential Agreement, and violation of the California unfair competition law. On July 16, 2019, we filed our answering statement and affirmative defenses. On September 27, 2019, we filed a motion to dismiss the statement of claim. On March 24, 2020, the Tribunal denied our motion to dismiss in part, and ordered that claimant’s relief is limited to rescission of the Confidential Agreement or remedies consistent with rescission, and not expectation damages. On September 14, 2020, the Tribunal issued an interim order dismissing the claimant’s remaining claims and requesting further briefing on the issue of prevailing party. On November 10, 2020, the Tribunal issued an order declaring us the prevailing party and requesting a motion for award of attorney’s fees. On March 17, 2021, we received the final award for attorneys fees and costs. On March 26, 2021, we filed a petition in the Northern District of California to confirm the award. Messrs. Badger and Daubenspeck have taken the position that the award should be vacated, including on the ground that one of the arbitrators made insufficient disclosures or was biased against them. The Northern District of California rejected the arguments made by Messrs. Badger and Daubenspeck and on September 8, 2021, issued an order granting our petition to confirm the award, and entered judgment in our favor for the attorneys fees and costs awarded by the Tribunal. On October 1, 2021, Mr. Badger and Mr. Daubenspeck filed a notice of appeal with the United States Court of Appeal for the Ninth Circuit. In June 2019, Messrs. Daubenspeck and Badger filed a complaint against our Chief Executive Officer ("CEO") and our former Chief Financial Officer ("CFO") in the United States District Court for the Northern District of Illinois asserting nearly identical claims as those in the pending arbitration discussed above. The lawsuit was stayed pending the outcome of the arbitration. The stay was lifted on October 20, 2020. On March 19, 2021 we filed a motion to dismiss the case on several grounds. On May 3, 2021, plaintiffs filed a motion to stay the lawsuit pending the outcome of the petition to confirm the arbitration award in the Northern District of California. We believe the complaint to be without merit and that the issues were previously tried and dismissed in the arbitration. We are unable to estimate any range of reasonably possible losses. In March 2019, the Lincolnshire Police Pension Fund filed a class action complaint in the Superior Court of the State of California, County of Santa Clara, against us, certain members of our senior management, certain of our directors and the underwriters in our July 25, 2018 IPO alleging violations under Sections 11 and 15 of the Securities Act of 1933, as amended (the "Securities Act"), for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with the IPO. Two related class action cases were subsequently filed in the Santa Clara County Superior Court against the same defendants containing the same allegations; Rodriquez vs Bloom Energy et al. was filed on April 22, 2019 and Evans vs Bloom Energy et al. was filed on May 7, 2019. These cases have been consolidated. Plaintiffs' consolidated amended complaint was filed with the court on September 12, 2019. On October 4, 2019, defendants moved to stay the lawsuit pending the federal district court action discussed below. On December 7, 2019, the Superior Court issued an order staying the action through resolution of the parallel federal litigation mentioned below. We believe the complaint to be without merit and we intend to defend this action vigorously. We are unable to estimate any range of reasonably possible losses. In May 2019, Elissa Roberts filed a class action complaint in the federal district court for the Northern District of California against us, certain members of our senior management team, and certain of our directors alleging violations under Section 11 and 15 of the Securities Act for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with the IPO. On September 3, 2019, the court appointed a lead plaintiff and lead plaintiffs’ counsel. On November 4, 2019, plaintiffs filed an amended complaint adding the underwriters in the IPO and our auditor as defendants for the Section 11 claim, as well as adding claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act" ) against us, and certain members of our senior management team. The amended complaint alleged a class period for all claims from the time of our IPO until September 16, 2019. On April 21, 2020, plaintiffs filed a second amended complaint, which continued to make the same claims and added allegations pertaining to the restatement and, as to claims under the Exchange Act, extended the putative class period through February 12, 2020. On July 1, 2020, we and the other defendants filed a motion to dismiss the second amended complaint. On September 29, 2021, the court entered an order dismissing with leave to amend (1) five of seven statements or groups of statements alleged to violate Sections 11 and 15 of the Securities Act and (2) all allegations under the Exchange Act. All allegations against our auditors were also dismissed. Plaintiffs elected not to amend the complaint and instead on October 22, 2021 filed a motion for entry of final judgment in favor of our auditors so that plaintiffs could appeal the dismissal of those claims. The court denied that motion on December 1, 2021 and in response plaintiffs have filed a motion asking the court to certify an interlocutory appeal as to the accounting claims. Separately, the claims for violation of Sections 11 and 15 of the Securities Act that were not dismissed by the court are proceeding to discovery. A case schedule has been set, with a trial scheduled for November 2023. We believe the claims to be without merit and we intend to defend this action vigorously. We are unable to predict the outcome of this litigation at this time and accordingly are not able to estimate any range of reasonably possible losses. In September 2019, we received a books and records demand from purported stockholder Dennis Jacob (“Jacob Demand”). The Jacob Demand cites allegations from the September 17, 2019 report prepared by admitted short seller Hindenburg Research. In November 2019, we received a substantially similar books and records demand from the same law firm on behalf of purported stockholder Michael Bolouri (“Bolouri Demand” and, together with the Jacob Demand, the “Demands”). On January 13, 2020, Messrs. Jacob and Bolouri filed a complaint in the Delaware Court of Chancery to enforce the Demands in the matter styled Jacob, et al. v. Bloom Energy Corp., C.A. No. 2020-0023-JRS. On March 9, 2020, Messrs. Jacob and Bolouri filed an amended complaint in the Delaware Court of Chancery to add allegations regarding the restatement. The court held a one-day trial on December 7, 2020. On February 25, 2021, the Delaware Court of Chancery issued a decision rejecting the Bolouri Demand but granting in part the Jacob Demand allowing limited access to certain books and records pertaining to the allegations made in the Hindenburg Research Report. On March 29, 2021, the Court of Chancery entered a Final Order and Judgment regarding the required production of documents. On April 28, 2021, we produced documents to Mr. Jacob responsive to the Final Order and Judgment. We are unable to estimate any range of reasonably possible losses. In March 2020, Francisco Sanchez filed a class action complaint in Santa Clara County Superior Court against us alleging certain wage and hour violations under the California Labor Code and Industrial Welfare Commission Wage Orders and that we engaged in unfair business practices under the California Business and Professions Code, and in July 2020 he amended his complaint to add claims under the California Labor Code Private Attorneys General Act ("PAGA"). On November 30, 2020, we filed a motion to compel arbitration and the motion was to be heard on March 5, 2021. On February 24, 2021, Mr. Sanchez dismissed the individual and class action claims without prejudice, leaving one cause of action for enforcement of the Private Attorney Generals Act. In April 2021, an amended complaint reflecting these changes was filed with the Santa Clara Superior Court. The parties attended a mediation on January 10, 2022, and agreed to resolve the PAGA and individual claims for an amount under $1.0 million. The parties are preparing an agreement, which, once executed, will be presented to the court for approval in compliance with PAGA. In June 2021, we filed a petition for writ of mandate and a complaint for declaratory and injunctive relief in the Santa Clara Superior Court against the City of Santa Clara for failure to issue building permits for two of our customer installations and asking the court to require the City of Santa Clara to process and issue the building permits. In October 2021, we filed an amended petition and complaint that asserts additional constitutional and tort claims based on the City’s failure to timely issue the Energy Server permits. Discovery has commenced and we are aggressively pursuing all claims. On February 4, 2021, the City of Santa Clara filed a Motion for Demurrer. which will be heard on April 21, 2021. If we are unable to secure building permits for these customer installations in a timely fashion, our customers will terminate their contracts with us and select another energy provider. In addition, if we are no longer able to install our Energy Servers in Santa Clara under building permits, we may not able to secure future customer bookings for installation in the City of Santa Clara. In February 2022, Plansee SE/Global Tungsten & Powders Corp. ("Plansee/GTP"), a former supplier, filed a request for expedited arbitration with the World Intellectual Property Organization Arbitration and Mediation Center in Geneva Switzerland, for various claims arising under a Supply Agreement between Plansee/GTP and Bloom Energy Corporation including infringement of several claims of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003. We believe Plansee/GTP’s claims to be without merit and we intend to defend this action vigorously. Given that the case is still in its early stages, we are unable to predict the outcome of this arbitration at this time and accordingly are not able to estimate any range of reasonably possible losses.

Segment Information	12 Months Ended
Segment Information	Dec. 31, 2021
Risks and Uncertainties [Abstract]
Segment Information	Segment Information Our chief operating decision makers ("CODM"), the CEO and the CFO, review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The CODM allocate resources and make operational decisions based on direct involvement with our operations and product development efforts. We are managed under a functionally-based organizational structure with the head of each function reporting to the CEO. The CODM assess performance, including incentive compensation, based upon consolidated operations performance and financial results on a consolidated basis. As such, we have a single operating unit structure and are a single reporting segment.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The components of income (loss) before the provision for income taxes are as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019

United States	$	(195,208)	$	(179,657)	$	(324,467)
Foreign	2,885		826		1,634
Total	$	(192,323)	$	(178,831)	$	(322,833)

The provision for income taxes is comprised of the following (in thousands):


	Years Ended December 31,
	2021		2020		2019

Current:
Federal	$	—	$	—	$	—
State	107		21		26
Foreign	1,012		472		595
Total current	1,119		493		621
Deferred:
Federal	—		—		—
State	—		—		—
Foreign	(73)		(237)		12
Total deferred	(73)		(237)		12
Total provision for income taxes	$	1,046	$	256	$	633

A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019

Tax at federal statutory rate	$	(40,387)	$	(37,552)	$	(67,795)
State taxes, net of federal effect	107		21		26
Impact on noncontrolling interest	6,074		4,522		4,001
Elimination of acquiree deferred taxes	2,149		—		—
Non-U.S. tax effect	412		78		264
Nondeductible expenses	3,603		908		144
Stock-based compensation	5,307		5,956		6,484
Loss on debt extinguishment	—		214		—
U.S. tax on foreign earnings (GILTI)	59		203		221
Acquisition contingent liability	(762)		—		—
Change in valuation allowance	24,484		25,906		57,288
Provision for income taxes	$	1,046	$	256	$	633

For the year ended December 31, 2021, we recognized a provision for income taxes of $1.0 million on a pre-tax loss of $192.3 million, for an effective tax rate of (0.5)%. For the year ended December 31, 2020, we recognized a provision for income taxes of $0.3 million on a pre-tax loss of $178.8 million, for an effective tax rate of (0.1)%. For the year ended December 31, 2019, we recognized a provision for income taxes of $0.6 million on a pre-tax loss of $322.8 million, for an effective tax rate of (0.2)%. The effective tax rate for 2021, 2020 and 2019 is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets.

Significant components of our deferred tax assets and liabilities consist of the following (in thousands):


	December 31,
	2021		2020

Tax credits and net operating loss carryforwards	$	562,384	$	510,599
Lease liabilities	151,937		128,151
Depreciation and amortization	9,516		7,541
Deferred revenue	23,208		27,134
Accruals and reserves	14,524		15,068
Stock-based compensation	20,138		35,815

Other items - deferred tax assets	28,258		25,931
Gross deferred tax assets	809,965		750,239
Valuation allowance	(689,257)		(614,958)
Net deferred tax assets	120,708		135,281
Investment in PPA entities	(7,911)		(10,757)

Discount upon issuance of debt	—		(29,513)
Managed services - deferred costs	(20,935)		(21,898)
Right-of-use assets and leased assets	(89,165)		(70,818)
Other items - deferred tax liability	(1,742)		(1,413)
Gross deferred tax liabilities	(119,753)		(134,399)
Net deferred tax asset	$	955	$	882

Income taxes are recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (or loss) in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

In August 2020, FASB issued ASU 2020-06. The new standard simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted as early as fiscal years beginning after December 15, 2020. We elected to early adopted ASU 2020-06 as of January 1, 2021, and upon adoption, we combined the previously separated equity component with the liability component of Green Notes that were issued in 2021. There will no longer be a debt discount representing the difference between the carrying value and the principal of the convertible debt instrument. As a result, the deferred tax liabilities for debt discount established at issuance was adjusted accordingly upon the adoption of ASU 2020-06, offset by a corresponding impact to the increase of valuation allowance, thus has no impact on our financial results.

A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not more-likely-than-not to be realized. Management believes that, based on available evidence, both positive and negative, it is not more likely than not that the net U.S. deferred tax assets will be utilized. As a result, a full valuation allowance has been recorded.

The valuation allowance for deferred tax assets was $689.3 million and $615.0 million as of December 31, 2021 and 2020, respectively. The net change in the total valuation allowance for the years ended December 31, 2021 and 2020 was an increase of $74.3 million and a decrease of $18.6 million, respectively.

At December 31, 2021, we had federal and California net operating loss carryforwards of $2.1 billion and $1.3 billion, respectively, to reduce future taxable income. The expiration of federal and California net operating loss carryforwards is summarized as follows (in billions):


	Federal		California
Expire in 2022 - 2026	$	0.1	$	—
Expire in 2027-2031	0.6		0.5
Expire beginning in 2032	1.0		0.8
Carryforward indefinitely	0.4		—
Total	$	2.1	$	1.3

At December 31, 2021, we also had other state net operating loss carryforwards of $366.1 million, that will begin to expire in 2022. In addition, we had approximately $26.2 million of federal research credit, $6.6 million of federal investment tax credit, and $15.9 million of state research credit carryforwards.

The expiration of the federal and California credit carryforwards is summarized as follows (in millions):


	Federal		California
Expire in 2022 - 2026	$	1.7	$	—
Expire in 2027 - 2031	7.2		—
Expire beginning in 2032	23.9		—
Carryforward indefinitely	—		15.9
Total	$	32.8	$	15.9

We have not reflected deferred tax assets for the federal and state research credit carryforwards as the entire amount of the carryforwards represent unrecognized tax benefits.

Internal Revenue Code Section 382 (“Section 382”) limits the use of net operating loss and tax credit carryforwards in certain situations in which changes occur in our capital stock ownership. Any annual limitation may result in the expiration of net operating losses and credits before utilization. If we should have an ownership change, as defined by the tax law, utilization of the net operating loss and credit carryforwards could be significantly reduced. We completed a Section 382 analysis through December 31, 2021. Based on this analysis, Section 382 limitations will not have a material impact on our net operating loss and credit carryforwards related to any ownership changes.

During the year ended December 31, 2021, the amount of uncertain tax positions increased by $4.3 million. We have not recorded any uncertain tax liabilities associated with our tax positions.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands):


	Years Ended December 31,
	2021		2020
Unrecognized tax benefits beginning balance	$	37,753	$	34,480
Gross decrease for tax positions of prior year	—		—
Gross increase for tax positions of prior year	95		307
Gross increase for tax positions of current year	4,162		2,966
Unrecognized tax benefits end balance	$	42,010	$	37,753

If fully recognized in the future, there would be no impact to the effective tax rate, and $38.7 million would result in adjustments to the valuation allowance. We do not have any tax positions that are expected to significantly increase or decrease within the next 12 months.

Interest and penalties, to the extent there are any, would be included in income tax expense. There were no interest or penalties accrued during or for the years ended December 31, 2021 and 2020.

We are subject to taxation in the United States and various states and foreign jurisdictions. We currently do not have any income tax examinations in progress nor have we had any income tax examinations since our inception. All of our tax years will remain open for examination by federal and state authorities for three and four years from the date of utilization of any net operating losses and tax credits.

The Tax Cuts and Jobs Act of 2017 ("Tax Act") includes a provision referred to as Global Intangible Low-Taxed Income ("GILTI") which generally imposes a tax on foreign income in excess of a deemed return on tangible assets. Guidance issued by the Financial Accounting Standards Board in January 2018 allows companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which the tax is incurred ("period cost method"), or (ii) account for GILTI in the measurement of deferred taxes ("deferred method"). We elected to account for the tax effects of this provision using the period cost method.

The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted in the United States on March 27, 2020. The CARES Act includes several U.S. income tax provisions related to, among other things, net operating loss carrybacks, alternative minimum tax credits, modifications to the net interest deduction limitations, and technical amendments regarding the income tax depreciation of qualified improvement property placed in service after December 31, 2017. The CARES Act does not have a material impact on our financial results for the year ended December 31, 2021.

Our accumulated undistributed foreign earnings as of December 31, 2021 have been subject to either the deemed one-time mandatory repatriation under the Tax Act or the current year income inclusion under GILTI regime for U.S. tax purposes. If we were to make actual distributions of some or all of these earnings, including earnings accumulated after December 31, 2017, we would generally incur no additional U.S. income tax but could incur U.S. state income tax and foreign withholding taxes. We have not accrued for these potential U.S. state income tax and foreign withholding taxes because we intend to permanently reinvest our foreign earnings in our international operations. However, any additional income tax associated with the distribution of these earnings would be immaterial.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss per Share Available to Common Stockholders

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss per Share Available to Common Stockholders

Net loss per share (basic) available to common stockholders is calculated by dividing net loss available to common stockholders by the weighted-average shares of common stock outstanding for the period. Net loss per share is the same for each class of common stock as they are entitled to the same liquidation and dividend rights. As a result, net loss per share (basic) and net loss per share (diluted) available to common stockholders are the same for both Class A and Class B common stock and are combined for presentation.

Net loss per share (diluted) is computed by using the if-converted method when calculating the potentially dilutive effect, if any, of our convertible notes. Net loss per share (diluted) available to common stockholders is then calculated by dividing the resulting adjusted net loss available to common stockholders by the combined weighted-average number of fully diluted common shares outstanding. There were no adjustments to net loss available to common stockholders (diluted). Equally, there were no adjustments to the weighted average number of outstanding shares of common stock (basic) in arriving at the weighted average number of outstanding shares (diluted), as such adjustments would have been antidilutive.

The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except per share amounts):


	Years Ended December 31,
		2021		2020		2019

Numerator:
Net loss attributable to Class A and Class B common stockholders		$	(164,445)	$	(157,553)	$	(304,414)
Deemed dividend		—		—		(2,454)
Net loss available to Class A and Class B common stockholders		$	(164,445)	$	(157,553)	$	(306,868)
Denominator:




Weighted average shares of common stock, basic and diluted		173,438		138,722		115,118
Net loss per share available to Class A and Class B common stockholders, basic and diluted		$	(0.95)	$	(1.14)	$	(2.67)

On December 29, 2021, we issued 10,000,000 shares of Series A Redeemable Convertible Preferred Stock. For additional information, see Note 18 - SK ecoplant Strategic Investment. The following common stock equivalents (in thousands) were excluded from the computation of our net loss per share available to common stockholders, diluted, for the years presented as their inclusion would have been antidilutive:


	Years Ended December 31,
		2021	2020	2019

Convertible notes		14,187	29,729	27,213
Redeemable convertible preferred stock		82	—	—
Stock options and awards		7,018	6,109	4,631


		21,287	35,838	31,844

Business Combinations	12 Months Ended
Business Combinations	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Business Combinations On July 1, 2021, we acquired Softbank's 50% interest in Bloom Energy Japan, for an aggregate purchase price of $2.0 million, as set forth in the Share Purchase Agreement between the parties (the "Purchase Agreement"). After purchasing the remaining 50% interest in Bloom Energy Japan from Softbank, we own 100% of Bloom Energy Japan. The transaction was accounted for as a step acquisition, which required the re-measurement of our previously held 50% ownership interest in the joint venture to fair value and the acquired net assets became part of our operations upon closing. In accordance with ASC 805 Business Combinations, we allocated the purchase price of our acquisitions to the tangible assets, liabilities and intangible assets acquired based on fair values and we recorded the excess purchase price over those fair values as goodwill. The fair value of assets acquired and liabilities assumed as part of this transaction are not material. The fair value of net tangible assets acquired approximated their carrying value. The Purchase Agreement included an earn-out related to a potential sale of Energy Servers to an identified customer (up to 10.5 megawatts of aggregate baseload) for an additional payment of up to approximately $3.6 million, which can be earned on or before the two year anniversary of the BEJ Closing Date. Acquisition-related costs were expensed as incurred and were not material. In the fourth quarter of 2021, we determined that no additional consideration with relation to the earn-out would be paid and the contingency was resolved. Goodwill resulting from the transaction constitutes the excess of the consideration paid over the fair values of the assets acquired and liabilities assumed and primarily represents the expected benefits of streamlining our marketing and sales activities in Japan. We recognized acquired goodwill of $2.0 million which is recorded in long-term assets as of December 31, 2021. This acquired goodwill is not deductible for tax purposes. In connection with the acquisition and as a result of the re-measurement, we recognized $2.0 million fair value investment on the previously written-off equity investment in our original 50% interest in Bloom Energy Japan as of July 1, 2021 as a gain in other income (expense), net on our consolidated statement of operations. The loss from operations since the acquisition date that had been included in the consolidated statement of operations was $1.1 million.

SK ecoplant Strategic Investment	12 Months Ended
SK ecoplant Strategic Investment	Dec. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]
SK ecoplant Strategic Investment	SK ecoplant Strategic Investment In October 2021, we expanded our existing relationship with SK ecoplant. As part of this arrangement, we amended the previous Preferred Distribution Agreement (“PDA”) and Joint Venture Agreement (“JVA”) with SK ecoplant. The restated PDA establishes SK ecoplant’s purchase commitments for our Energy Servers for the next three years on a take or pay basis as well as the basis for determining the prices at which the Energy Servers and related components will be sold. The restated JVA increases the scope of assembly done by the joint venture facility in the Republic of Korea, which was established in 2019, for the procurement of local parts for our Energy Servers and the assembly of certain portions of the Energy Servers for the South Korean market. We also entered into a new Commercial Cooperation Agreement (the “CCA”) regarding initiatives pertaining to the hydrogen market and general market expansion for our products. Simultaneous with the execution of the above agreements, we entered into a SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A RCPS, par value $0.0001 per share, at a purchase price of $25.50 per share for an aggregate purchase price of $255.0 million. On December 29, 2021, the closing of the sale of RCPS was completed and we issued the 10,000,000 shares of RCPS (the "Initial Investment"). In addition to the Initial Investment, the SPA provided SK ecoplant with an option to acquire a variable number of shares of Class A Common Stock (the “Option”). The number of shares SK ecoplant may acquire under the Option (the “Option Shares”) is calculated as the lesser of (i) 11,000,000 shares of Class A Common Stock plus the number of shares of Class A Common Stock that SK ecoplant must hold to become our largest shareholder by no less than 1% of our issued and outstanding capital stock as of the issuance date of the Option Shares; and (ii) 15% of our issued and outstanding capital stock as of the issuance date of the Option Shares. The exercise price of the Option is calculated as the higher of (i) $23.00 per share and (ii) 115% of the volume-weighted average closing price of the 20 consecutive trading day period immediately preceding the exercise of the Option. SK ecoplant may exercise the Option through August 31, 2023, and the transaction must be completed as of November 30, 2023. PDA, JVA, CCA and the SPA entered into with SK ecoplant concurrently should be evaluated as a combined contract in accordance with ASC 606 and, to the extent applicable for separated components, under the guidance of Topic 815 - Derivatives and Hedging and applicable subsections and ASC 480 - Distinguishing Liabilities from Equity. We concluded that the Option is a freestanding financial instrument that should be separately recorded at fair value on the date the SPA was executed. We determined the fair value of the Option on that date to be $9.6 million. We determined the fair value of the RCPS on the date of issuance thereof to be $218.0 million. We determined that the sale of the RCPS should be recorded at fair value. Accordingly, we allocated the excess of the cash proceeds received of $255.0 million plus the change in fair value of the RCPS between October 23, 2021, and December 29, 2021, of $9.7 million, over the fair value of the RCPS on December 29, 2021, and the fair value of the Option on October 23, 2021, to the PDA. This excess amounted to $37.0 million and will be recognized as revenue over the take or pay period based on an estimate of the revenue we expect to receive under the PDA. Accordingly, during the year ended December 31, 2021, we recognized Product Revenue of $2.8 million in connection with this arrangement. The unrecognized amount of $34.2 million included $7.8 million in deferred revenue and customer deposits and $26.4 million in long-term deferred revenue and customer deposits, non-current, on the consolidated balance sheet. We revalued the Option to its fair value as of December 31, 2021, and recorded a loss of $3.6 million, which is included in other income (expense), net in our consolidated statements of operations. The fair value of the Option is reflected in Accrued expenses and other current liabilities in our consolidated balance sheet. The RCPS has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets because there are certain redemption provisions upon liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets), which are considered contingent redemption provisions that are not solely within our control. We incurred transaction costs of $9.8 million in connection with this arrangement. We allocated the transaction costs between the RCPS, and the Option based on their relative fair values. Accordingly, an amount of $9.4 million is set off against the carrying amount of the RCPS with the balance of $0.4 million included in other income (expense), net in our consolidated statements of operations. Description of RCPS. The significant rights and preferences of the RCPS are as follows: Liquidation: Upon the liquidation or dissolution of Bloom, or a deemed liquidation event (which includes a change in control or the sale or other disposition of all or substantially all of our assets), the holders of the RCPS are entitled to receive in preference to the holders of the Common Stock, the greater of (i) their liquidation preference or (ii) an amount they would be entitled to receive on an as-converted basis. The liquidation preference is subject to adjustment in the event of stock splits or combinations, and dividends or other distributions on the Class A Common Stock which are payable in shares of Class A Common Stock. After payment of the liquidation preference to the holders of the RCPS, our remaining assets are available for distribution to the holders of Common Stock on a pro rata basis. Redemption rights: If approved by a majority of the holders of the RCPS, the RCPS may be redeemed by Bloom after the 10-month anniversary of the issuance date. The redemption price is $25.50 per share. Additionally, certain redemption provisions apply following liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets). Conversion: The RCPS are convertible at any time at SK ecoplant’s option into Class A common stock at $25.50 per share (subject to adjustment in the event of stock splits or combinations, and dividends or other distributions on the Class A Common Stock which are payable in shares of Class A Common Stock). In addition, on the first anniversary of the issuance date, the RCPS shall automatically convert into shares of Class A Common Stock at the conversion price in effect at that time. Protective provisions: Bloom is prohibited from the following actions without the affirmative vote of a majority of the holders of the RCPS: (i) increasing the authorized number of shares of RCPS; (ii) authorizing or creating any new class of stock that is senior to or on a parity with the RCPS or increasing or decreasing the authorized number of shares of any such new class of stock; (iii) amending the rights, preferences or privileges of the RCPS; and (iv) redeeming the RCPS. Voting and dividend rights: The holders of the RCPS have no voting rights except on matters related to the RCPS and are not entitled to dividends. Investor Agreement. In connection with the Initial Investment, we entered into an Investor Agreement with SK ecoplant, which provides for certain rights and restrictions relating to the Initial Investment and the subsequent purchase of the Option Shares: •Board composition: Following the purchase of the Option Shares and continuing until it owns less than 5% of the Class A Common Stock, the holders of the RCPS will be entitled to nominate one member to our board of directors. •Voting rights: From the date on which SK ecoplant purchases the Option Shares until the date on which it owns less than 5% of the Class A Common Stock, SK ecoplant shall vote in accordance with the majority of our Board of Directors, except that SK ecoplant may vote in its sole discretion on matters regarding any transactions between us and any Korean companies operating in the construction business. •Restrictions on dispositions: SK ecoplant cannot sell the Option Shares without the prior consent of the majority of our board of directors during the period commencing on the date on which the Options Shares are purchased and continuing until the 2nd anniversary thereof. SK ecoplant has the right to sell the Class A Common Stock received on conversion of the RCPS prior to its exercise of the Option. However, if SK ecoplant holds the Class A Common Stock received on conversion of the RCPS at the time it exercises the Option, these share are also subject to the aforementioned restriction on disposition. •Restrictions on beneficial ownership: Following the issuance of the RCPS and continuing until the later of (i) the second anniversary of the date of issuance of the Option Shares; (ii) the date on which SK ecoplant no longer has the right to designate a director to the board; and (iii) the date on which SK ecoplant owns less than 5% of the shares of Class A Common Stock, SK ecoplant may not, without Bloom’s consent: (i) acquire shares of Class A Common Stock other than as provided by the SPA; (ii) call any stockholders meeting or propose any matter to be voted on by the board; (iii) nominate any person not approved by the board; (iv) support any tender for Bloom’s securities; (v) solicit any proxies; (vi) propose any merger or business combination; or (vii) propose any restructuring or liquidation (amongst other actions). •Preemptive rights: Subsequent to the purchase of the Option Shares, if we issue any shares, SK ecoplant has the right to purchase the number of shares as are required to maintain its ownership percentage, on the same terms and conditions and at the same price as issued to other investors.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events There have been no subsequent events that occurred during the period subsequent to the date of these consolidated financial statements that would require adjustment to our disclosure in the consolidated financial statements as presented.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the United States (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Correction of Previously Issued Consolidated Financial Statements

In preparation of the condensed consolidated financial statements for the three months ended March 31, 2020, errors in our consolidated statements of comprehensive loss were discovered. In the consolidated statements of comprehensive loss for the year ended December 31, 2019, comprehensive loss as previously reported was understated by $5.8 million. In addition, the

reconciliation of comprehensive loss to comprehensive loss attributable to Class A and Class B stockholders was erroneously omitted. Management evaluated the impact of these errors to the previously issued financial statements and concluded the impacts were not material. The consolidated statements of comprehensive loss for the year ended December 31, 2019 has been revised to correct the errors described above.

Principles of Consolidation

These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for each of our variable interest entities ("VIEs"), which we refer to as a tax equity partnership (each such VIE, also referred to as our power purchase agreement ("PPA") entities ("PPA Entities")). This approach focuses on determining whether we have the power to direct those activities of the PPA Entities that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPA Entities. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entities, as discussed in Note 11 - Portfolio Financings. We evaluate our relationships with the PPA Entities on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation.

The sale of an operating company with a portfolio of PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs.

Business Combinations

Acquisitions of a business are accounted by using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, property, plant and equipment, deferred tax asset valuation allowances and liabilities, such as uncertain tax positions and contingencies. We may refine these estimates if necessary over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, including material rights estimates, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments.

Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates for recapture of the U.S. Investment Tax Credit ("ITC") and similar federal tax benefits, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense and the fair value of contingent consideration related to business combinations, and estimates of fair value of preferred stock and equity and non-equity items in relation to the SK ecoplant strategic investment. In addition, because the duration and severity of the COVID-19 pandemic remains uncertain, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions.