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Item 2 — Management's Discussion and Analysis
Bloom Energy Corporation · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. Generally, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “predict,” “project,” “potential,” “seek,” “intend,” “could,” “would,” “should,” “expect,” “plan” and similar expressions are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.
Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our plans and expectations regarding future financial results, including our expectations regarding: our ability to be successful in the AI data center market and new international markets; the rate of AI adoption and demand for data centers; our ability to innovate, develop new products and improve upon our existing products; our ability to anticipate and address customer demand; our strategic partnerships with SK ecoplant Co., Ltd. and parties which provide financing and capital for project financings; our competitive position in the energy market for on-site power; future deployment of our Bloom Energy Server systems, Bloom Electrolyzers, and other solutions; our ability to increase efficiency of our products; our ability to market our products successfully in connection with the global energy transition and shifting attitudes around climate change; our business strategy and plans and our objectives for future operations; operating results; the sufficiency of our cash, our cash flows from operating activities, and our liquidity and our ability to obtain financing; projected costs and cost reductions; our ability to increase production capacity and achieve cost reductions in our fuel cell products and installation requirements; the adequacy of our agreements with our suppliers; management’s plans and objectives for future operations; our ability to repay our debt obligations as they come due; trends in average selling prices; the success of our customer financing arrangements and ability to secure financiers to support customer financing needs for our product deployment; capital expenditures; warranty matters; outcomes of litigation; risks related to cybersecurity breaches, privacy and data security; the likelihood of any impairment of project assets, long-lived assets and investments; trends in revenue, cost of revenue and gross profit (loss); trends in operating expenses including research and development expense, sales and marketing expense and general and administrative expense and expectations regarding these expenses as a percentage of revenue; legislative actions and regulatory and environmental compliance; government shutdowns; general business and macroeconomic conditions in our markets including inflationary pressure; our supply chain (including any direct or indirect effects from the Russia-Ukraine war, armed conflicts in the Middle East, or geopolitical developments related to China); the impact of tariffs on our supply chain and fuel cell product; the impact of changes in government incentives, including the impact of the Inflation Reduction Act of 2022 (the “IRA”) and the One Big Beautiful Bill Act (the “OBBBA”); industry trends; our exposure to foreign exchange, interest and credit risk; and the impact of recently adopted accounting pronouncements.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results and prospects. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements we may make in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur. Actual results, events or circumstances could differ materially and adversely from those described or anticipated in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.
Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors including those discussed under in the section titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”), as well as those described from time to time in our others filings filed with the Securities and Exchange Commission.
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The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Overview
Description of Bloom Energy
Bloom Energy is a global leader in onsite power generation, delivering a foundational platform purpose-built for the digital era and the global energy transition. We manufacture a versatile fuel cell energy platform, supporting the commercial availability of two primary products: the Bloom Energy Server® fuel cell system for generating electricity and the Bloom Electrolyzer™ for producing hydrogen. Our primary product, the Bloom Energy Server is a proprietary high-temperature solid-oxide fuel cell technology that converts fuels—including natural gas, biogas, and hydrogen—into electricity at high density without combustion or moving parts, achieving lower emissions and higher efficiency than legacy systems.
For additional overview information, refer to Part I, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, sections Overview and Key Macro Trends in our 2025 Form 10-K.
Developments With Respect to Factors Affecting Our Performance
Freight, Logistics and Transportation Costs
Global freight and logistics markets remained volatile during the first half of fiscal year 2026, with continued pressure on ocean, ground and specialized heavy-equipment transportation rates. While transportation availability improved relative to peak levels experienced in prior years, higher fuel prices, labor costs, and routing inefficiencies related to geopolitical conditions contributed to elevated logistics costs. In addition, on a selective basis we also incurred higher logistics costs in connection with expediting deliveries of materials and supplies by air carrier to manufacture, and deliver our Energy Server products to meet customer timelines.
Given the size, weight, and modular configuration of Bloom Energy Server systems and related balance‑of‑plant components, changes in freight pricing can meaningfully affect our cost of revenues and project-level margins, particularly for large multi-megawatt deployments and international shipments. We continue to pursue mitigation strategies including negotiating indexed freight arrangements where feasible, renegotiating air freight rates, optimizing factory-to-site routing, consolidating shipments, and increasing regional sourcing; however, there can be no assurance that such actions will fully offset future freight rate increases, especially in periods of elevated demand or fuel price volatility.
Supply Chain Update
Since the discussion of our supply chain contained in Part 1, Item 7, Management’s Discussion and Analysis of Financial Condition and Result of Operations, section Other Factors Affecting our Performance in our 2025 Form 10-K, although throughout 2026 there has been a general worldwide shortage of electronic components, we have continued to not experience significant component shortages, electronic or otherwise to date. Approaches we have taken as we continue to scale our manufacturing include supplier diversification and qualifying multiple suppliers for single or limited source components, enhancing our predictive analytics capabilities, and employing flexible sourcing strategies. As we continue to scale our business, we have been pro-active in working with our suppliers to ensure continued adequacy of supply while also maintaining our quality standards. Such strategies have included entering into long-term contracts, non-cancelable purchase orders and, in select cases, take-or-pay contracts where demand for such items is competitive and where components are highly dependent upon underlying scarce commodity items. We do not currently anticipate experiencing supply chain shortages which would impact our 2026 production forecast; however, we cannot give assurances as to potential future developments or their related impacts.
On July 8, 2026, a report was published by a short seller containing allegations regarding, among other things, our supply chain, including the sourcing and sufficiency of certain raw materials used in our products. As stated in our Current Report on Form 8-K furnished on July 9, 2026, we rejected the report’s conclusions regarding our supply chain, and we believe we have sufficient supply of the relevant raw materials to meet our current fuel cell demand and backlog. Publications of this nature, whether or not accurate, have resulted in significant volatility in the trading price of our common stock, and we cannot predict whether similar publications may occur in the future or their potential impacts. We have incurred, and may continue to incur, costs in connection with evaluating and responding to the report, and any related inquiries or demands could result in additional costs and divert management’s attention. See Part II, Item 1A, “Risk Factors.”
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Continuing Impact of Tariffs
During the year ended December 31, 2025, pursuant to the International Emergency Economic Powers Act (“IEEPA”), the U.S. government announced significant additional tariffs on products imported from various countries, including countries where we source materials used in our Energy Server products. In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the IEEPA were unlawful and required refunds of such tariffs collected, which refunds we are also separately pursuing. However, following the Supreme Court’s decision, the U.S. presidential administration invoked other laws to collect tariffs and announced new temporary ten percent tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. Following the expiration of such temporary tariffs, in late July 2026 the U.S. presidential administration imposed new tariffs of 10% to 12.5% targeting imports from approximately 60 economies which covers almost all U.S. imports. Certain materials which we require, such as imports of steel, aluminum, copper, and derivative metal products continue to be subject to their own separate tariff regime.
There remains uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether additional tariffs or other retaliatory actions may be imposed, modified, or suspended. These and future changes in tariffs, trade policies, trade actions, or retaliatory trade measures in response, have resulted and may continue to result in additional costs and pricing pressures, supply chain disruptions, volatility in the demand for our Energy Server products, and increased economic or geopolitical risks, which could adversely impact our business, financial condition, and results of operations, materially or in ways that we cannot predict.
Commodity Pricing Volatility
Commodity input pricing remained an important factor affecting our cost structure during the first half of fiscal year 2026. Certain raw materials and components used in our fuel cell stacks, power electronics, structural assemblies, and balance‑of‑plant systems—including steel alloys, specialty metals, electronic components, natural gas‑linked inputs, and rare earth‑dependent materials experienced price fluctuations. While we do not generally purchase commodities directly at spot prices, supplier pricing may reflect changes in underlying commodity indices over time. Increases in commodity prices may not be immediately recoverable through customer pricing due to contractual arrangements, competitive dynamics, or fixed‑price project structures, creating potential margin pressure. We utilize supplier diversification, long‑term sourcing agreements, inventory planning, and selective contractual pass‑through mechanisms where available to mitigate commodity cost risks; however, sustained or rapid commodity price increases could adversely affect our results of operations.
Inflationary Pressures on Parts and Labor
Although headline inflation moderated compared to prior periods, inflationary pressures have continued to persist across several cost categories relevant to our business during the first half of fiscal year 2026, including certain electrical parts and components, labor, manufacturing and field installation services. Wage inflation in skilled manufacturing and technical field labor categories, coupled with higher costs for third‑party contractors, continued to exert upward pressure on our operating expenses and cost of revenues. In addition, increases in insurance, regulatory compliance, and professional services costs contributed to higher overhead compared to prior periods. General inflationary impacts on labor and services are passed on to us by our suppliers through increased prices for parts. We seek to manage inflationary impacts through productivity initiatives, automation, supplier negotiations, selective price adjustments, and ongoing cost‑reduction programs. However, the timing and extent of these mitigations may not fully align with the pace of cost increases, particularly in periods of rapid scale‑up or accelerated deployment schedules.
Developments with Respect to Installation of our Energy Server Products
Since the discussion of the delivery and installation of our Energy Server systems contained in our 2025 Form 10-K under Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Delivery and Installation, we have sought to evolve Bloom’s approach to installation to a consult only model, particularly for large load sites where we request our customers to utilize one of our certified third party installers for the equipment installation and project construction work and we operate as consultants to such certified installers as to Bloom Energy server products. Through its operating history, Bloom has developed working relationships with established engineering, procurement and construction (“EPC”) companies. We recently instituted a certified third-party installation program where we train these established EPC companies on the installation of our Energy Server product and then provide certification based on their proven installation capabilities as to our Energy Server. Purchasers of our Energy Server product are then able to select their preferred third-party EPC provider from our certified installer list, and negotiate and enter into installation agreements directly with the EPC company. Bloom is available to provide consulting services for the installation of its Energy Server product. Our preferred installation partners undergo a rigorous qualification process prior to selection based upon criteria such as experience
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with Bloom’s product, other energy infrastructure installation experience, balance sheet, reputation, and safety record. Following selection, such EPC companies undergo extensive training on our Energy Server systems and its proper installation.
Increasing Opposition to Data Center Development
Opposition to data center development has been increasing. For example, in July 2026, the governor of New York state signed an executive order to create a moratorium on new hyperscale data centers that included temporarily pausing State environmental permits for up to one year in order to build a regulatory framework to address concerns which have been expressed by consumers and communities in the State related to matters such as utility rates and the environment. Prolonged and widespread opposition to data center development due to ratepayer impacts, environmental concerns, noise, and other expressed strains on local communities may have longer term adverse impacts on our business. In addition to potential direct impacts such as adversely affecting the size of this target market or causing project cancellations, additional indirect impacts may include (among other things) further increasing the sales and installation cycle, increasing the time, cost, expense, and complexity of obtaining required permits for the development, and reducing government support and incentives for such developments, any of which may also have adverse impacts on our business, financial condition, and operating results. Despite recent increasing opposition to data center development, demand for our Energy Server systems in connection with such developments has continued to be robust, particularly in light of our Energy Server’s near-zero criteria pollutants, low water usage and lower CO2 emissions than the combustion generation it displaces on the margin. In addition, installation of our islanded systems serving the power demands of the data center helps to insulate the local community from adverse effects on utility rates. We believe the release of a future regulatory framework in New York state or other jurisdictions could provide further competitive advantages to our Energy Server systems by further limiting the ability to use other traditional alternatives for power. The benefits of such data center developments utilizing our Energy Server systems which bring jobs, infrastructure, and other economic benefits need to be balanced against the identified concerns.
For additional information with respect of other factors affecting our performance, refer to Part I, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Other Factors Affecting our Performance in our 2025 Form 10-K.
Sustainability
We are driven by the promise of our contribution to the transformation and decarbonization of energy and mobility sectors globally. We are committed to making our technology available across a growing list of applications including biogas, carbon capture, hydrogen, combined heat and power, and microgrid projects to increase sustainability. Our natural gas-based Energy Server systems are also an important source of near-term emission reductions.
In April 2026, we released our 2025 Impact Report, Built for AI. Designed for Communities (the “Impact Report”), our sixth dedicated report, using generally accepted sustainability frameworks and standards, including alignment with Sustainability Accounting Standards Board (“SASB”) standards and the Task Force on Climate-related Financial Disclosure (“TCFD”) recommendations. In addition, the report also mapped to select Global Reporting Initiative (“GRI”) disclosures and to the International Financial Reporting Standard (“IFRS”) S2 disclosure standard.
The Impact Report as well as an ESG policy and resource library can be found on our website at https://www.bloomenergy.com/sustainability. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this report.
Inflation Reduction Act of 2022 (the “IRA”) and The One Big Beautiful Bill Act (the “OBBBA”)
For information on the IRA and the OBBBA and their impact on our business, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Inflation Reduction Act of 2022 and The One Big Beautiful Bill Act in our 2025 Form 10-K.
Liquidity and Capital Resources
Overview of Liquidity Position
As of June 30, 2026, and December 31, 2025, we had unrestricted cash and cash equivalents of $2,666.9 million and $2,454.1 million, respectively. Our cash and cash equivalents consist of highly liquid investments with maturities of three months or less, including money market funds of $2,218.8 million and $2,386.6 million as of June 30, 2026, and December 31, 2025, respectively. We seek to maintain these balances with high credit quality counterparties, regularly monitor the amount of our credit exposure to any one issuer and diversify our investments in order to minimize our exposure.
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As of June 30, 2026, and December 31, 2025, we had $2,475.4 million and $2,613.7 million of recourse debt, $2.6 million and $4.2 million of non-recourse debt, and $9.2 million and $10.0 million of other long-term liabilities, respectively. As of June 30, 2026, and December 31, 2025, $7.3 million and $4.2 million of our debt were classified as short-term, respectively, and $2,470.7 million and $2,613.7 million of our debt were classified as long-term, respectively. For a complete description of our outstanding debt, please see Part I, Item 1, Note 8—Outstanding Loans and Security Agreements in this Quarterly Report on Form 10-Q.
Capital Markets Activity
In October 2025, in connection with our partnership with Oracle to provide on-site solid state power for AI data centers, subject to the negotiation of a warrant mutually acceptable to us and Oracle, we agreed to issue to Oracle a warrant (the “Warrant”) to purchase up to an aggregate of 3,531,073 shares of our common stock, with an exercise price of $113.28 per share, which was the closing market price of our common stock on October 28, 2025. We and Oracle agreed that (i) the expiration date of the Warrant would be six (6) months from the date of the issuance of the Warrant, (ii) the Warrant would include customary anti-dilution adjustments, transfer restrictions and exercise procedures, and (iii) the Warrant would not entitle the holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise and settlement of the Warrant. The Warrant and the shares underlying the Warrant were expected to be issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
On April 9, 2026, we issued the Warrant pursuant to the previously disclosed strategic partnership agreement with Oracle. The Warrant was fully vested upon issuance, immediately exercisable in whole or in part, at any time during six months from the grant date. On May 1, 2026, Oracle performed a cashless exercise of the Warrant. As a result of the cashless exercise, we issued 1,905,433 shares of our common stock on a net basis. Under the terms of the warrant agreement, Oracle could elect either net or gross settlement. Because net settlement would result in 1.4 million fewer shares being issued than a gross settlement, we agreed to issue Oracle an additional 248,798 shares of common stock as an inducement for Oracle to elect net settlement. These incremental shares represented additional consideration with a fair value of $72.3 million.
Revolving Credit Facility
For information on a senior secured multicurrency revolving credit facility (the “Revolving Credit Facility”) which we entered into on December 19, 2025, see Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Revolving Credit Facility in our 2025 Form 10-K. As of June 30, 2026, and December 31, 2025, no amounts were drawn under the Revolving Credit Facility. As of June 30, 2026, the $90.0 million letter of credit sub-facility under our Revolving Credit Facility was fully utilized, reducing our available borrowing capacity to $510.0 million.
Near-Term Liquidity Outlook and Financing Flexibility
The combination of our cash and cash equivalents and cash flow expected to be generated by our operations is expected to be sufficient to meet our anticipated cash flow needs for at least the next 12 months. If these sources of cash are insufficient or not received in a timely manner to meet our near-term or future liquidity needs, we may require additional equity or debt financing to fund our operations, manufacturing capacity, product development, and market expansion initiatives, as well as to respond to competitive pressures or strategic opportunities. We may, from time to time, engage in a variety of financing transactions for such purposes, including factoring our accounts receivable. There were no factoring arrangements during the three and six months ended June 30, 2026 and 2025. We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may limit our financial and operational flexibility. Although we currently do not have any floating-rate notes on our balance sheet, our overall cost of capital may increase if interest rates rise and we refinance our fixed-rate convertible notes. If we raise additional funds through the issuance of equity or equity-linked securities, our existing stockholders could experience dilution in their ownership percentage, and any new securities may have rights, preferences, and privileges senior to those of our common stock.
Future Capital Requirements
Our future capital requirements depend on a variety of factors, including our rate of revenue growth; the timing and extent of spending on research and development and other business initiatives; increases in our manufacturing capacity; the pace and volume of system builds; the need for additional working capital; the expansion of our sales and marketing activities in both domestic and international markets; market acceptance of our products; selling models and vehicles required by customers; our ability to secure financing for customer use of our products; the timing of installations and related inventory build in anticipation of future sales; and overall economic conditions. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing. Failure to obtain this
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financing in future quarters may affect our results of operations, including our revenues and cash flows.
Project-Related Option Arrangement
In May 2026, we made a $50 million payment to acquire contractual rights under an option arrangement. Under the related agreements, in July 2026 the rights were assigned to a Brookfield Asset Management (“Brookfield”) vehicle, and such vehicle agreed to make a $50 million payment to us upon their exercise of the option and acquisition of the underlying project. In the event the Brookfield vehicle does not proceed with the acquisition or in certain other events, Brookfield may put the option rights back to the original holder, Oracle, with Bloom receiving recovery of the $50 million through corresponding contractual arrangements. Bloom is not intended to retain a long-term ownership interest in the underlying assets or participate in the project’s long-term economics. See Part I, Item 1, Note 6—Balance Sheet Components in this Quarterly Report on Form 10-Q.
Cash Flow Analysis
A summary of our consolidated sources and uses of cash, cash equivalents, and restricted cash was as follows (in thousands):
Six Months Ended
June 30,
2026 2025
Net cash provided by (used in):
Operating activities $ 300,042 $ (323,793)
Investing activities (100,492) (21,428)
Financing activities 8,283 (1,929)
Operating Activities
Our operating activities consisted of net income adjusted for certain non-cash items plus changes in our operating assets and liabilities or working capital. Net cash provided by operating activities for the six months ended June 30, 2026, was primarily due to business‑driven changes in working capital totaling $88.2 million. These changes included:
•A $276.7 million increase in accounts receivable and contract assets, which grew due to the timing of milestone billings and customer acceptance cycles.
•A $226.2 million increase in deferred revenue and customer deposits, primarily driven by a higher level of new customer deposits compared to the prior year period. This reflected the timing and mix of system deployments, including a lower proportion of projects without significant upfront billings. Deferred revenue increased modestly compared to the prior year period;
•A $132.3 million increase in prepaid expenses and other current assets due to upfront service‑related payments aligned with expanding field service activity, and $50.0 million payment in connection with the assignment of certain option rights related to a customer project arrangement;
•A $115.1 million increase in inventory. Inventory increased as we built additional units to support future customer demand and to manage lead times in our supply chain; and
•A $36.5 million increase in deferred cost of revenue as associated systems reached acceptance milestones during the reporting quarter.
These movements were partially offset by a $247.6 million benefit from the timing of vendor payments.
Net cash provided by operating activities for the six months ended June 30, 2026, was $300.0 million, representing a $623.8 million increase compared to the prior year period. The year-over-year change in operating assets and liabilities was primarily driven by: (i) an increase of $172.3 million attributable to contract assets, (ii) an increase of $167.7 million attributable to accounts payable and accrued expenses, (iii) an increase of $126.2 million attributable to prepaid expenses and other current assets, (iv) an increase of $122.4 million attributable to deferred revenue and customer deposits, (v) an increase of $95.8 million attributable to other long-term assets, and (vi) an increase of $9.9 million attributable to deferred cost of revenue,
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partially offset by (a) a decrease of $40.3 million attributable to accounts receivable, and (b) a decrease of $27.5 million attributable to inventories. These working‑capital variances represent gross movements and therefore do not reconcile directly to the total year‑over‑year change in net cash provided by operating activities, which also reflects non‑cash adjustments and other operating items included in the reconciliation from net income to operating cash flows.
Investing Activities
Our investing activities have consisted of capital expenditures, including investments to increase our production capacity, and investments in unconsolidated affiliates. Cash used in investing activities during the six months ended June 30, 2026, was $100.5 million, an increase of $79.1 million compared to the prior year period. The increase was primarily due to a $22.8 million investment in the joint ventures between the Company and Brookfield (see Part I, Item 1, Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q), and a $56.3 million increase in expenditures on tenant improvements for a leased engineering and manufacturing facility in Fremont, California, which opened in July 2022. We expect to continue to make capital investments to expand production capacity at our manufacturing facilities in Fremont, California and Delmarva, Delaware. These investments, which include the purchase of new equipment and tenant improvements, are part of our strategic plan to continually increase capacity to meet orders and customer deliver requirements. The magnitude and timing of these capital expenditures will depend on implementation milestones, supplier lead times, and customer demand. We intend to fund these capital expenditures from cash on hand as well as cash flow expected to be generated from operations. We may also evaluate and arrange equipment lease financing to fund these capital expenditures.
Financing Activities
Our financing activities consist of payment of debt and debt issuance costs, repayments of/proceeds from financing obligations, proceeds from issuance of our common stock, payment of dividends and other cash flows from financing activities. Net cash provided by financing activities during the six months ended June 30, 2026, was $8.3 million, an increase of $10.2 million compared to the prior year period, predominantly due to (i) a $15.5 million increase in proceeds from issuance of common stock, and (ii) a decrease in cash outflows of $1.2 million for repayment of debt and debt issuance costs, partially offset by a $6.4 million increase in repayment of financing obligations.
Net cash provided by financing activities for the six months ended June 30, 2026, consisted primarily of (i) the proceeds from issuance of common stock of $23.2 million, (ii) the repayment of financing obligations of $11.8 million, (iii) repayment of debt of $1.3 million, (iv) payment of dividends of $0.9 million, and (v) payment of debt issuance cost of $0.8 million.
We believe we have sufficient capital to operate our business over the next 12 months. Our working capital was strengthened with the supplemented liquidity through issuing the 0% Notes. In addition, we may still enter the equity or debt market as needed to support the expansion of our business. Please refer to Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, and Part I, Item 1A, Risk Factors—Risks Related to Our Liquidity—Our indebtedness, and restrictions imposed by the agreements governing our outstanding indebtedness, may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs in our 2025 Form 10-K, for more information regarding the terms of and risks associated with our debt.
Purchase and Financing Options
For information about our purchase and financing options, see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Purchase and Financing Options in our 2025 Form 10-K.
Purchase Alternatives
Our customers have several purchase alternatives for our Energy Server systems. The portion of total revenue attributable to each purchase option for the three and six months ended June 30, 2026 and 2025, was as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Direct purchase (including third-party PPAs and international channels) 99 % 97 % 99 % 97 %
Managed services 1 % 3 % 1 % 3 %
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Financing Partners
For information about our financing partners, see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Purchase and Financing Options, sub-section Financing Partners in our 2025 Form 10-K.
Delivery and Installation
For information on delivery and installation of our Energy Server systems, see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, section Delivery and Installation in our 2025 Form 10-K.
Since the discussion of the delivery and installation in our 2025 Form 10-K, we have sought to evolve our approach to installation to a consult only model, particularly for large load sites where we request our customers to utilize one of our certified third party installers for the equipment installation and project construction work and we operate as consultants to such certified installers as to Bloom Energy Server Product. See Part I, Item 2, section Developments With Respect to Factors Affecting Our Performance, subsection Developments with Respect to Installation of our Energy Server Products in this Quarterly Report on Form 10-Q for additional information.
Performance Guarantees
As of June 30, 2026, and December 31, 2025, we had incurred no liabilities due to failure to repair or replace the Energy Server systems pursuant to any performance warranties made under the O&M Agreements (“O&M Agreements”).
For the O&M Agreements that are subject to renewal, our future service revenue from such agreements are subject to our obligations to make payments for underperformance against the performance guaranties, which are capped at an aggregate total of approximately $846.1 million (including $473.2 million related to portfolio financing entities and $372.9 million related to all other transactions, and include payments for both low output and low efficiency) and our aggregate remaining potential payment related to these underperformance obligations was approximately $468.9 million as of June 30, 2026. For the three and six months ended June 30, 2026, we made performance guarantee payments of $5.4 million and $13.8 million, respectively. For the three and six months ended June 30, 2025, we made performance guarantee payments of $3.0 million and $14.6 million, respectively.
International Channel Partners
There were no significant changes in our international channel partners during the three and six months ended June 30, 2026. For information on international channel partners, see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, section International Channel Partners in our 2025 Form 10-K.
Results of Operations
A discussion regarding the comparison of our financial condition and results of operations for the three and six months ended June 30, 2026 and 2025, is presented below.
Revenue
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 Amount % 2026 2025 Amount %
(dollars in thousands)
Product $ 935,413 $ 296,611 $ 638,802 215.4 % $ 1,588,761 $ 508,480 $ 1,080,281 212.5 %
Installation 50,978 37,372 13,606 36.4 % 76,909 71,023 5,886 8.3 %
Service 69,023 54,449 14,574 26.8 % 130,902 107,997 22,905 21.2 %
Electricity 9,951 12,810 (2,859) (22.3) % 19,847 39,763 (19,916) (50.1) %
Total revenue $ 1,065,365 $ 401,242 $ 664,123 165.5 % $ 1,816,419 $ 727,263 $ 1,089,156 149.8 %
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Total Revenue
Total revenue increased by $664.1 million and $1.1 billion, or 165.5% and 149.8%, for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase was primarily driven by higher product revenue, which increased by $638.8 million and $1.1 billion, an increase in service revenue by $14.6 million and $22.9 million, and an increase in installation revenue by $13.6 million and $5.9 million, respectively. These increases were partially offset by decreases in electricity revenue of $2.9 million and $19.9 million for the three and six months ended June 30, 2026, respectively.
Product Revenue
Product revenue increased by $638.8 million and $1.1 billion, or 215.4% and 212.5%, for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase was primarily due to stronger demand for our power solutions to meet the time‑to‑power needs of a growing market, including a significant deployment for a large AI infrastructure customer and multiple projects executed through the joint venture with Brookfield.
Installation Revenue
Installation revenue increased by $13.6 million and $5.9 million, or 36.4% and 8.3%, for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase was driven by the timing of achieving key project milestones on sites requiring full Bloom installations. Depending on customer requirements, Bloom may provide a full-scope installation solution, which results in higher installation revenue, or the customer may engage a third-party installation partner, resulting in lower installation revenue for Bloom. Installation revenue may vary based on several factors, including the scope of installation services provided by Bloom, customer and project mix, the economics of underlying projects, and the timing of milestone execution.
Service Revenue
Service revenue increased by $14.6 million and $22.9 million, or 26.8% and 21.2%, for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase was primarily attributable to higher revenue from maintenance contracts associated with our fleet of Energy Server systems, which contributed $17.3 million and $26.7 million for the three and six months ended June 30, 2026, respectively. This increase was partially offset by higher product performance guarantee costs of $3.0 million and $4.6 million for the same periods.
Electricity Revenue
Electricity revenue includes both revenue from contracts with customers and revenue from contracts that contain leases.
Electricity revenue decreased by $2.9 million and $19.9 million, or 22.3% and 50.1%, for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The decrease for the three months ended June 30, 2026, was primarily due to lower straight-line electricity revenue resulting from repowering of certain Managed Services related sites. The decrease for the six months ended June 30, 2026, was predominantly due to a one-time settlement of a customer contract after redeploying assets for our partner in the first quarter of fiscal year 2025, as well as lower straight-line electricity revenue resulting from repowering of certain Managed Services related sites.
Cost of Revenue
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 Amount % 2026 2025 Amount %
(dollars in thousands)
Product $ 593,957 $ 198,746 $ 395,211 198.9 % $ 1,023,189 $ 338,319 $ 684,870 202.4 %
Installation 52,829 38,224 14,605 38.2 % 87,909 71,539 16,370 22.9 %
Service 56,148 49,408 6,740 13.6 % 109,812 102,266 7,546 7.4 %
Electricity 6,859 7,741 (882) (11.4) % 14,393 19,309 (4,916) (25.5) %
Total cost of revenue $ 709,793 $ 294,119 $ 415,674 141.3 % $ 1,235,303 $ 531,433 $ 703,870 132.4 %
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Total Cost of Revenue
Total cost of revenue increased by $415.7 million and $703.9 million, or 141.3% and 132.4%, for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase was primarily driven by higher cost of product revenue, which increased by $395.2 million and $684.9 million, an increase in installation cost of revenue by $14.6 million and $16.4 million, and an increase in service cost revenue by $6.7 million and $7.5 million, respectively. These increases were partially offset by decreases in electricity cost of revenue of $0.9 million and $4.9 million for the three and six months ended June 30, 2026, respectively.
Cost of Product Revenue
Cost of product revenue increased by $395.2 million and $684.9 million, or 198.9% and 202.4%, for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. Product costs increased primarily due to higher sales volumes driven by increased demand for our power solutions, an increase in product warranty, and an increase in stock-based compensation. The increase was partially offset by (i) lower material, labor, and overhead costs resulting from ongoing manufacturing efficiency improvements and increased automation and (ii) the recognition of a $37.4 million recovery of previously paid import tariffs during the period.
Cost of Installation Revenue
Cost of installation revenue increased by $14.6 million and $16.4 million, or 38.2% and 22.9%, for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase was driven by the timing of achieving key project milestones on sites requiring full Bloom installations. Depending on customer requirements, Bloom may provide a full-scope installation solution, which results in higher installation costs, or the customer may engage a third-party installation partner, resulting in lower installation costs for Bloom. Installation costs may vary based on several factors, including the scope of installation services provided by Bloom, customer and project mix, the economics of underlying projects, and the timing of milestone execution.
Cost of Service Revenue
Cost of service revenue increased by $6.7 million and $7.5 million, or 13.6% and 7.4%, for the three and six months ended June 30, 2026, respectively. The increase for the three months ended June 30, 2026, was primarily attributable to higher deployment of field replacement units, which increased costs by $1.1 million, and increased maintenance expenses of $0.9 million, partially offset by cost reduction initiatives associated with fleet optimization efforts. The increase for the six months ended June 30, 2026, was primarily attributable to increased maintenance expenses of $1.0 million, partially offset by a $2.1 million reduction in costs from lower deployment of field replacement units and our cost reduction efforts to manage fleet optimizations.
Cost of Electricity Revenue
Cost of electricity revenue includes both cost of revenue from contracts with customers and cost of revenue from contracts that contain leases.
Cost of electricity revenue decreased by $0.9 million and $4.9 million, or 11.4% and 25.5%, for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The decrease for the three months ended June 30, 2026, was primarily due to the reduction in the number of installed units. The decrease for the six months ended June 30, 2026, was mainly due to (i) redeploying assets for our partner to enable a one-time settlement of a customer contract in the first quarter of fiscal year 2025, and (ii) the reduction in the number of installed units.
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Gross Profit (Loss) and Gross Margin
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 2026 2025
(dollars in thousands)
Gross profit (loss):
Product $ 341,456 $ 97,865 $ 243,591 $ 565,572 $ 170,161 $ 395,411
Installation (1,851) (852) (999) (11,000) (516) (10,484)
Service 12,875 5,041 7,834 21,090 5,731 15,359
Electricity 3,092 5,069 (1,977) 5,454 20,454 (15,000)
Total gross profit $ 355,572 $ 107,123 $ 248,449 $ 581,116 $ 195,830 $ 385,286
Gross margin:
Product 37 % 33 % 36 % 33 %
Installation (4) % (2) % (14) % (1) %
Service 19 % 9 % 16 % 5 %
Electricity 31 % 40 % 27 % 51 %
Total gross margin 33 % 27 % 32 % 27 %
Total Gross Profit
Gross profit increased by $248.4 million and $385.3 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. This increase was predominantly driven by a $243.6 million and a $395.4 million increase in product gross profit, and a $7.8 million and a $15.4 million increase in service gross profit, partially offset by a $2.0 million and a $15.0 million decrease of electricity gross profit, and a $1.0 million and a $10.5 million increase of installation gross loss.
Product Gross Profit
Product gross profit increased by $243.6 million and $395.4 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase was primarily attributable to (i) increased product demand driven by a significant deployment for a large AI infrastructure customer and multiple projects executed through our joint venture with Brookfield; (ii) the recognition of a $37.4 million recovery of previously paid import tariffs; and (iii) lower material, labor, and overhead costs due to ongoing manufacturing process improvements and increased automation. The overall increase was partially offset by an increase in product warranty.
Installation Gross Loss
Installation gross loss increased by $1.0 million and $10.5 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase in gross loss was primarily driven by project mix and the timing of milestone achievement. Depending on customer requirements, Bloom may provide a full-scope installation solution, which results in higher installation revenue and associated installation costs, or the customer may engage a third-party installation partner, resulting in lower installation revenue and costs for Bloom. Installation gross profit (loss) may vary based on several factors, including the scope of installation services provided by Bloom, customer and project mix, the economics of underlying projects, and the timing of milestone execution.
Service Gross Profit
Service gross profit increased by $7.8 million and $15.4 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase was primarily attributable to higher revenue from maintenance contracts associated with our fleet of Energy Server systems, which contributed $17.3 million and $26.7 million for the three and six months ended June 30, 2026, respectively. The increase was partially offset by higher product performance guarantee costs of $3.0 million and $4.6 million for the same periods, reflecting the effects of fleet degradation.
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Electricity Gross Profit
Electricity gross profit decreased by $2.0 million and $15.0 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The decrease for the three months ended June 30, 2026, was not material. The decrease for the six months ended June 30, 2026, was predominantly due to a one-time settlement of a customer contract after redeploying assets for our partner in the first quarter of fiscal year 2025.
Operating Expenses
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 Amount % 2026 2025 Amount %
(dollars in thousands)
Research and development $ 58,873 $ 40,768 $ 18,105 44.4 % $ 115,722 $ 81,380 $ 34,342 42.2 %
Sales and marketing 43,045 24,066 18,979 78.9 % 81,484 46,331 35,153 75.9 %
General and administrative 71,417 45,792 25,625 56.0 % 129,483 90,692 38,791 42.8 %
Total operating expenses $ 173,335 $ 110,626 $ 62,709 56.7 % $ 326,689 $ 218,403 $ 108,286 49.6 %
Total Operating Expenses
Total operating expenses increased by $62.7 million and $108.3 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increases were primarily attributable to higher employee compensation and benefits expense, including increased stock-based compensation, which contributed $40.1 million and $68.9 million of the increase for the three- and six-month periods, respectively. Total operating expenses also increased due to higher consulting, advisory, and other professional services costs of $10.7 million and $19.2 million, respectively, primarily related to third-party engineering, certification, and regulatory support for the scaling of our solid oxide platforms and AI data center power programs. The remaining increase was primarily attributable to higher research and development support costs, information technology expenses, travel and entertainment expenses, and facilities-related costs.
Research and Development
Research and development expenses increased by $18.1 million and $34.3 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increases were primarily attributable to higher employee compensation and benefits expense, including increased stock-based compensation, which contributed $11.1 million and $20.7 million of the increase for the three- and six-month periods, respectively. Research and development expenses also increased due to higher consumable laboratory supplies and other laboratory-related costs of $3.6 million and $9.2 million, respectively, reflecting expanded research activities. In addition, consulting, advisory, and other professional services costs increased by $1.5 million and $1.9 million, respectively, primarily driven by third-party engineering, certification, and regulatory support related to the scaling of our solid oxide platforms and AI data center power programs.
Sales and Marketing
Sales and marketing expenses increased by $19.0 million and $35.2 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increases were primarily attributable to higher employee compensation and benefits expense, including increased stock-based compensation, which contributed $12.4 million and $23.5 million of the increase for the three- and six-month periods, respectively. Sales and marketing expenses also increased due to higher consulting, advisory, and other professional services costs of $5.5 million and $9.6 million, respectively, primarily related to efforts to expand our portfolio of AI data center power programs.
General and Administrative
General and administrative expenses increased by $25.6 million and $38.8 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increases were primarily attributable to higher employee compensation and benefits expense, including increased stock-based compensation, which contributed
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$16.5 million and $24.7 million of the increase for the three- and six-month periods, respectively. General and administrative expenses also increased due to higher consulting, advisory, and other professional services costs of $3.7 million and $7.7 million, respectively, primarily reflecting increased external legal and related professional services. In addition, computer equipment costs increased by $2.6 million and $4.5 million for the three- and six-month periods, respectively, driven by higher spending on hardware and software maintenance. For the six months ended June 30, 2026, facilities costs increased by $2.9 million, primarily due to higher rental costs. Overall increase for the six months ended June 30, 2026 was partially offset by a decrease in other operating expenses of $3.4 million.
Stock-Based Compensation
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 Amount % 2026 2025 Amount %
(dollars in thousands)
Cost of revenue $ 9,675 $ 5,714 $ 3,961 69.3 % $ 20,080 $ 10,543 $ 9,537 90.5 %
Research and development 13,034 7,913 5,121 64.7 % 26,192 15,740 10,452 66.4 %
Sales and marketing 14,424 5,320 9,104 171.1 % 27,888 9,830 18,058 183.7 %
General and administrative 19,269 11,230 8,039 71.6 % 39,246 26,266 12,980 49.4 %
Total stock-based compensation $ 56,402 $ 30,177 $ 26,225 86.9 % $ 113,406 $ 62,379 $ 51,027 81.8 %
Total stock-based compensation expense for the three and six months ended June 30, 2026, increased by $26.2 million and $51.0 million, respectively, compared to the corresponding periods in the prior year. The increase was primarily attributable to higher stock-based compensation expense related to PSUs and RSUs of $19.1 million and $33.5 million, respectively, increased expense associated with the 2018 ESPP of $3.3 million and $5.2 million, respectively, and a net increase of $3.8 million and $12.4 million, respectively, related to capitalized stock-based compensation and the cash-settled component of certain stock-based awards. The increase was driven principally by (i) grants of new awards to executive officers, (ii) an increase in Bloom’s stock price, and (iii) higher employee participation and contributions under the 2018 ESPP.
Other Income and Expense
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 2026 2025
(in thousands)
Interest income $ 20,881 $ 6,623 $ 14,258 $ 41,482 $ 15,176 $ 26,306
Interest expense (8,906) (14,440) 5,534 (17,510) (28,851) 11,341
Equity in earnings (loss) of unconsolidated affiliates 4,346 — 4,346 (12,656) — (12,656)
Other income, net 2,307 2,373 (66) 8,504 4,421 4,083
Loss on extinguishment of debt — (32,340) 32,340 — (32,340) 32,340
(Loss) gain on revaluation of embedded derivatives (539) 112 (651) 215 9 206
Total $ 18,089 $ (37,672) $ 55,761 $ 20,035 $ (41,585) $ 61,620
Interest Income
Interest income is earned on invested cash balances, primarily held in money market funds. Interest income increased by $14.3 million and $26.3 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in the prior year, primarily due to an increase in average invested cash balances following the refinancing of debt into a 0% coupon instrument maturing in 2030. As a result, average balances invested in money market funds increased by approximately $2.4 billion and $2.3 billion during the three and six months ended June 30, 2026, respectively.
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Interest Expense
Interest expense is primarily due to our debt held by third parties and interest expense related to managed services agreements.
Interest expense decreased by $5.5 million and $11.3 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year, primarily due to lower interest expense on outstanding debt. The decrease was driven mainly by reductions in interest expense associated with the 3% Green Notes due June 2028 of $4.9 million and $10.0 million, respectively, and with the 3% Green Notes due June 2029 of $3.6 million and $6.6 million, respectively, for the three and six months ended June 30, 2026. These reductions primarily resulted from the induced conversion of the notes during the fourth quarter of fiscal year 2025 (see Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Induced Conversions of the Existing Notes in our 2025 Form 10-K). The decrease was partially offset by $3.0 million and $6.0 million of amortization of debt issuance costs related to the 0% Notes issued on November 4, 2025, and $0.8 million and $1.4 million of amortization of issuance costs associated with the revolving credit facility entered into on December 19, 2025, for the three and six months ended June 30, 2026, respectively (see Part II, Item 8, Note 8—Outstanding Loans and Security Agreements, section Revolving Credit Facility in our 2025 Form 10-K).
Equity in Earnings (Loss) of Unconsolidated Affiliates
During the year ended December 31, 2025, the Company and Brookfield entered into joint venture structures. Brookfield is considered the principal owner, and accounts for the JVs on a consolidated basis. For the three and six months ended June 30, 2026, Equity in earnings (loss) of unconsolidated affiliates reflects (i) the ASC 323, Investments—Equity Method and Joint Ventures elimination of intra‑entity profit on sales to joint ventures formed with Brookfield—deferred and recognized over the assets’ depreciable lives—and (ii) the Company’s equity pickup of those joint ventures’ net results under the HLBV method. For details, refer to Part II, Item 1, Note 7—Investments in Unconsolidated Affiliates in this Quarterly Report on Form 10-Q.
Other Income, Net
Other income, net is primarily derived from foreign currency transactions and other income related to managed services transactions. Other income, net for the six months ended June 30, 2026, improved by $4.1 million, compared to the prior year period, primarily as a result of $11.1 million other income related to managed services transactions, partially offset by an increase in loss from foreign currency transactions of $6.8 million. Change in Other income, net for the three months ended June 30, 2026, was immaterial.
Loss on extinguishment of debt
Loss on extinguishment of debt for the three and six months ended June 30, 2025, was $32.3 million, recognized in connection with the exchange of $112.8 million aggregate principal amount of the 2.5% Green Convertible Senior Notes due August 2025 for $115.7 million aggregate principal amount of 3.0% Green Notes due June 2029, which settled on May 13, 2025.
(Loss) Gain on Revaluation of Embedded Derivatives
(Loss) gain on revaluation of embedded derivatives is derived from the change in fair value of our sales contracts of embedded Escalation Protection Plan derivatives valued using historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. (Loss) gain on revaluation of embedded derivatives for the three and six months ended June 30, 2026, compared to the same periods in the prior year, was not material.
Income Tax Provision
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 Amount % 2026 2025 Amount %
(dollars in thousands)
Income tax provision $ 1,470 $ 1,017 $ 453 44.5 % $ 1,915 $ 1,448 $ 467 32.3 %
Income tax provision consists primarily of income taxes in foreign jurisdictions in which we conduct business. We
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maintain a full valuation allowance for domestic deferred tax assets, including net operating loss and certain tax credit carryforwards. The income tax provision for the three months ended June 30, 2026, was driven primarily by changes in effective tax rates on income earned by international entities.
Given our recent and anticipated future earnings, we believe there is a possibility that sufficient positive evidence may become available in the future periods to allow us to determine that a significant portion of the valuation allowance recorded against our U.S. deferred tax assets should be released. A release would result in the recognition of U.S. deferred tax assets and a corresponding income tax benefit in the period the release is recorded. The exact timing and amount of the valuation allowance release is dependent on our actual operating results and may be impacted by adverse macroeconomic conditions.
Net Income Attributable to Noncontrolling Interests
Three Months Ended Change Six Months Ended Change
June 30, June 30,
2026 2025 Amount % 2026 2025 Amount %
(dollars in thousands)
Net income attributable to noncontrolling interest $ 2,566 $ 427 $ 2,139 (500.9) % $ 5,604 $ 827 $ 4,777 577.6 %
Net income attributable to noncontrolling interests is the result of allocating profits and losses to noncontrolling interests under the hypothetical liquidation at book value (“HLBV”) method. HLBV is a balance sheet-oriented approach for applying the equity method of accounting when there is a complex structure, such as consolidation of a variable interest entity (“VIE”).
Net income attributable to noncontrolling interests for the three and six months ended June 30, 2026, compared to the same periods in the prior year, increased by $2.1 million and $4.8 million due to an increase in income allocated to our noncontrolling interest related to Korean JV, our consolidated VIE.
Critical Accounting Policies and Estimates
The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles as applied in the United States (“U.S. GAAP”). The preparation of the condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Our discussion and analysis of our financial results under Results of Operations above are based on our results of operations, which we have prepared in accordance with U.S. GAAP. In preparing these condensed consolidated financial statements, we make assumptions, judgments and estimates that can affect the reported amounts of assets, liabilities, revenues and expenses, and net income. On an ongoing basis, we base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are representative of estimation uncertainty and are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the following critical accounting policies involve a greater degree of judgment and complexity than our other accounting policies. Accordingly, these are the policies we believe are the most critical to understanding and evaluating the consolidated financial condition and results of operations.
The accounting policies that most frequently require us to make assumptions, judgments and estimates, and therefore are critical to understanding our results of operations, include:
•Revenue Recognition;
•Income Taxes; and
•Principles of Consolidation.
Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, section Critical Accounting Estimates in our 2025 Form 10-K provides a more complete discussion of our critical accounting policies and
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estimates. During the three and six months ended June 30, 2026, there were no significant changes to our critical accounting policies and estimates.