Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On February 1, 2022, Stem, Inc. (“Stem” or the “Company”) completed the acquisition of Also Energy Holdings, Inc. (“AlsoEnergy”), in accordance with the Stock Purchase Agreement previously disclosed in Form 8-K filed on February 2, 2022, for a preliminary purchase price of approximately $652.9 million.
The following unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting, with Stem being the acquiring entity, and reflects estimates and assumptions deemed appropriate by Company management to give effect to the Acquisition as if it had been completed effective December 31, 2021, with respect to the unaudited pro forma condensed combined balance sheet, and as of January 1, 2021, with respect to the unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined financial statements should be read in conjunction with the estimates and assumptions set forth in the notes to the unaudited pro forma condensed combined financial statements.
The unaudited pro forma adjustments are based upon the best available information and certain assumptions that Stem believes to be reasonable. There can be no assurance that the final allocation of the purchase price and the fair values will not materially differ from the preliminary amounts reflected in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements are presented for informational purposes only and are not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the acquisition. The unaudited pro forma condensed combined financial statements are based on Stem's accounting policies. Further review may identify additional differences between the accounting policies of AlsoEnergy that, when confirmed, could have a material impact on the financial statements of the combined company.
The unaudited pro forma condensed combined financial statements do not reflect the realization of any expected operating efficiencies or other synergies that may result from the transactions as a result of planned initiatives following the completion of the transactions.

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2021
(In thousands)
Stem, Inc.AlsoEnergy Holdings, Inc. Pro Forma and Reclassification AdjustmentsPro Forma
HistoricalHistorical (Notes 4 & 5)Combined
ASSETS
Current assets:
Cash and cash equivalents$747,780 $9,748 $(552,662)(5a)$204,866 
Short-term investments173,008 — — 173,008 
Accounts receivable, net61,701 12,270 — 73,971 
Inventory, net22,720 3,113 — 25,833 
Other current assets18,641 2,533 (707)(5b)20,467 
Total current assets1,023,850 27,664 (553,369)498,145 
Energy storage systems, net106,114 — — 106,114 
Contract origination costs, net8,630 1,351 (1,351)(5b)8,630 
Property and equipment— 838 (838)(4a)— 
Goodwill1,741 23,628 522,354 (5c)547,723 
Intangible assets, net13,966 2,294 149,806 (5d)166,066 
Operating leases right-of-use assets12,998 — 1,368 (5g)14,366 
Other noncurrent assets24,531 136 838 (4a)25,505 
Total assets1,191,830 55,911 118,808 1,366,549 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable28,273 8,436 (4,810)(4b) (5e)31,899 
Accrued liabilities25,993 — 1,216 (4b)27,209 
Accrued payroll7,453 — 2,620 (4b)10,073 
Financing obligation, current portion15,277 — — 15,277 
Loan payable to related party— 5,577 (5,577)(5e)— 
Notes payable, current portion— 766 (766)(5e)— 
Deferred revenue, current portion9,158 17,355 — 26,513 
Other current liabilities1,813 75 968 (4b) (5g)2,856 
Total current liabilities87,967 32,209 (6,349)113,827 
Deferred revenue, noncurrent28,285 32,203 — 60,488 
Asset retirement obligation4,135 — — 4,135 
Notes payable, noncurrent1,687 4,009 (4,009)(5e)1,687 
Convertible notes, noncurrent316,542 — — 316,542 
Financing obligation, noncurrent73,204 — — 73,204 
Lease liability, noncurrent12,183 205 735 (5g)13,123 
Other noncurrent liabilities— 138 15,293 (5h)15,431 
Total liabilities524,003 68,764 5,670 598,437 
Stockholders' equity:
Preferred stock— — — — 
Common stock14 — — 14 
Additional paid-in capital 1,176,845 30,619 78,264 (5f)1,285,728 
Accumulated other comprehensive income20 (27)27 (5f)20 
Accumulated deficit(509,052)(43,445)34,847 (5f)(517,650)
Total stockholders' equity (deficit)667,827 (12,853)113,138 768,112 
Total liabilities and stockholders' equity$1,191,830 $55,911 $118,808 $1,366,549 

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Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2021
(In thousands except share amounts)
Stem, Inc.AlsoEnergy Holdings, Inc. Pro Forma and Reclassification AdjustmentsPro Forma
HistoricalHistorical (Notes 4 & 5)Combined
Revenue
Service revenue$20,463 $27,011 $— $47,474 
Hardware revenue106,908 35,548 — 142,456 
Total revenues127,371 62,559 — 189,930 
Cost of revenue
Cost of service revenue28,177 — 11,530 (4c) (5i)39,707 
Cost of hardware revenue97,947 — 18,608 (4c)116,555 
Cost of sales— 25,838 (25,838)(4c)— 
Total cost of revenue126,124 25,838 4,300 156,262 
Gross margin1,247 36,721 (4,300)33,668 
Operating expenses
Sales and marketing19,950 40,071 14,114 (5i)74,135 
Research and development22,723 — — 22,723 
General and administrative41,648 — 23,982 (4d) (5j)65,630 
Depreciation and amortization— 4,965 (4,965)(4d) (5k)— 
Total operating expenses84,321 45,036 33,131 162,488 
Total loss from operations(83,074)(8,315)(37,431)(128,820)
Other income (expense), net
Interest expense(17,395)(954)931 (5l)(17,418)
Loss on extinguishment of debt(5,064)— — (5,064)
Change in fair value of warrants and embedded derivative3,424 — — 3,424 
Other income (expense), net898 (48)— 850 
Total other income (expense)(18,137)(1,002)931 (18,208)
Loss before income taxes(101,211)(9,317)(36,500)(147,028)
Income tax expense (benefit)— 452 (15,293)(5m)(14,841)
Net loss$(101,211)$(9,769)$(21,207)$(132,187)
Net loss per share attributable to common shareholders, basic and diluted$(0.96)$(1.16)
Weighted-average shares used in computing net loss per share, basic and diluted105,561,139114,182,145
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Description of the Transaction
On February 1, 2022, Stem, Inc. (“Stem”), completed the acquisition of Also Energy Holdings, Inc. (“AlsoEnergy”), with AlsoEnergy as a wholly-owned subsidiary of Stem (the “Acquisition”). Through the acquisition, the Company acquired all of the outstanding shares of capital stock of AlsoEnergy on debt-free basis. The total consideration to be paid in connection with the Acquisition is approximately $652.9 million, consisting of cash and shares of the Company’s common stock.
Note 2. Basis of the Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11, as amended by SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses. In accordance with Release No. 33-10786, the unaudited condensed combined pro forma balance sheet and statements of operations reflect transaction accounting adjustments, as well as other adjustments deemed to be directly related to the acquisition, irrespective of whether or not such adjustment is deemed to be recurring.
Certain balance sheet and statement of operations reclassifications have been made in order to align presentations between Stem and AlsoEnergy for purposes of these pro forma financial statements. Refer to Note 4 for these reclassification adjustments.
The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting based on Accounting Standards Codification ("ASC") 805, Business Combinations (“ASC 805”), which generally uses the fair value concepts defined in ASC 820, Fair Value Measurement (“ASC 820”). The estimated fair values of the acquired assets and assumed liabilities as of the date of acquisition are based on estimates and assumptions of Stem. Stem is continuing to finalize the valuations of the assets acquired and liabilities assumed. The fair value allocation consists of preliminary estimates and analyses and is subject to change upon the finalization of the valuation analyses, which may materially differ from the amounts presented herein.
The unaudited pro forma condensed combined financial statements should be read in conjunction with Stem’s historical consolidated financial statements and related notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and the historical consolidated financial statements of AlsoEnergy included in Exhibit 99.1 of this filing on Form 8-K/A.
Note 3. Estimated Preliminary Purchase Price Allocation
The unaudited pro forma condensed combined balance sheet has been adjusted to record the February 1, 2022 closing purchase price of $652.9 million. The transaction has been accounted for as a business combination in accordance with ASC 805, which requires the allocation of purchase consideration to the fair value of the identified assets acquired and liabilities assumed upon consummation of a business combination. The estimated purchase consideration is calculated as follows (in thousands):                            
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Cash consideration$544,064
Share consideration1
108,883
Total consideration652,947
    

Tangible Net Assets Acquired    

Cash9,748
Accounts receivable12,270
Inventory3,113
Other current assets1,826
Net fixed assets838
Right-of-use assets1,368
Other assets136
Accounts payable(8,077)
Deferred revenue(49,558)
Lease liabilities(1,368)
Other liabilities(15,431)
Total(45,135)


Intangible Assets

Trade name11,300
Customer relationships106,800
Backlog3,900
Developed technology30,100
Total152,100


Goodwill$545,982
1 The share consideration is comprised of 8,621,006 shares of the Company's common stock. The fair value of the shares was based on the Company's closing stock price of $12.63 on the date of Acquisition.

Note 4. Reclassification Adjustments
Certain reclassifications have been made to the historical presentation of AlsoEnergy to conform to the Company's presentation used in these unaudited pro forma condensed combined financial statements as follows:

a.$0.8 million was reclassified from property and equipment to other non-current assets.

b.$4.5 million was reclassified from accounts payable to accrued liabilities, accrued payroll, and other current liabilities.

c.$25.8 million of total cost of revenue was disaggregated into cost of service revenue and cost of hardware revenue.

d.$0.3 million of depreciation expense was reclassified into general and administrative expenses.

Note 5. Pro Forma Adjustments
The following is a description of the pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements:

Adjustments to the unaudited pro forma condensed combined balance sheet

a.The pro forma adjustments to cash and cash equivalents reflect (i) the cash consideration paid to acquire AlsoEnergy, which included the payoff of AlsoEnergy’s existing debt, the settlement of AlsoEnergy's Acquisition costs, and the settlement of AlsoEnergy's outstanding stock options upon closing of the transaction and (ii) Stem Acquisition costs paid as follows (in thousands):

Stem acquisition costs paid$(8,598)
Cash consideration paid to acquire AlsoEnergy(544,064)
$(552,662)


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b.The pro forma adjustment to contract origination cost reflects the elimination of historical AlsoEnergy contract origination costs based on the preliminary purchase price allocation.

c.The pro forma adjustment to goodwill reflects the purchase price paid in excess of the preliminary estimated fair value of net assets acquired as if the Acquisition occurred on December 31, 2021 as follows (in thousands):

Total consideration to acquire AlsoEnergy$652,947 
Less: preliminary estimated fair value of assets acquired and liabilities assumed(106,965)
Less: historical AlsoEnergy goodwill(23,628)
Total pro forma adjustment to goodwill$522,354 

d.The pro forma adjustment to intangible assets reflects the preliminary estimated fair value of the acquired identifiable intangible assets, consisting of trade name, customer relationships, backlog, and developed technology in connection with the Acquisition net of the elimination of the historical AlsoEnergy intangible assets of $2.3 million. The following table summarizes the estimated fair values of the identified intangible assets acquired upon consummation of the transaction and the estimated useful lives of the identifiable intangible assets (in thousands):

Trade name$11,300 7
Customer relationships106,800 12
Backlog3,900 1.1
Development technology30,100 7
$152,100 

e.The pro forma adjustment to debt and accounts payable reflects the cash payments made to extinguish AlsoEnergy’s existing debt and certain liabilities not assumed by Stem in the Acquisition.

f.The pro forma adjustments to the equity balances represent the elimination of the historical AlsoEnergy common and preferred stock, additional paid-in-capital, and accumulated deficit. The adjustment to additional paid-in-capital also reflects the share consideration paid by Stem totaling $108.9 million. The adjustment to accumulated deficit also reflects Stem's estimated transaction costs incurred subsequent to December 31, 2021 totaling $8.6 million.

g.The pro forma adjustments to operating lease right-of-use assets, other current liabilities and lease liability, noncurrent represent the elimination of the historical AlsoEnergy deferred rent balance and the recording of the right-of-use asset and lease liability related to the leases assumed by Stem in the Acquisition.

h.The proforma adjustment to other noncurrent liabilities reflects the deferred tax liability established as part of the preliminary purchase price allocation.

Adjustments to the unaudited pro forma condensed combined statement of operations

i.The pro forma adjustment to cost of service revenue and sale and marketing expenses reflects the amortization expense related to the acquired intangible assets totaling $4.3 million and $14.1 million, respectively.

j.The pro forma adjustment to general and administrative expenses reflects: (i) estimated Stem and AlsoEnergy transaction costs incurred subsequent to December 31, 2021 totaling $8.6 million and $12.8 million, respectively, and (ii) recognition of the settlement of AlsoEnergy option awards that immediately vested upon consummation of the Acquisition totaling $2.3 million. These expenses are reflected as a nonrecurring adjustment.

k.The pro forma adjustment to depreciation and amortization reflects the elimination of AlsoEnergy amortization expense related to historical intangible assets.

l.The pro forma adjustments to interest expense relate to the interest incurred by AlsoEnergy in relation to debt that was extinguished as part of the purchase consideration paid by Stem and not assumed in the Acquisition.

m.The proforma adjustment to income tax expense (benefit) reflects an income tax benefit due to the partial release of Stem’s valuation allowance as a result of the acquired deferred tax liability, which is reflected as a nonrecurring adjustment.

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