BE

MKT CAP $67.8BP/E 0.9DIV YIELD —FCF YIELD 0.34%REV TTM $2.4B +56.5%NET INCOME $10M +68.2%NET DEBT $111.2M52W 76.97 – 345.85NEXT EARNINGS Oct 27 EST.SEC XBRL · TTM TO Invalid Date

How BE rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

45%

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244

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+2,109

words, now 22,225

New in FY2025

Risks Related to Our Business, Industry, and Sales • Distributed energy generation and hydrogen production are emerging markets that may not receive widespread acceptance or demand may be lower than we expect. • Our products involve a lengthy sales and installation cycle, and if we fail to close sales on a regular timely basis, our business could be harmed • Our products have significant upfront costs, and, for some customers, we need to attract financiers to help customers finance purchases. • Our AI customer mix is increasing due to the continued adoption of AI tools, and the resulting growth in AI data centers and their resulting power needs to support our business expansion.
Slower expansion of AI data centers due to actual or perceived deceleration in AI adoption or other factors could have an adverse impact on our business, financial condition and results of operations. • The economic benefits of our solutions depend on both the price and availability of gas and electricity. • If we are not able to reduce our costs or meet service performance expectations with respect to our products, our profitability may be impaired.
Index to Financial Statements • Deployment of our fuel cell products can be affected by interconnection requirements, export tariff arrangements and utility tariff requirements that are each subject to change. • Deployment of our Energy Server systems relies on fuel supply and specification requirements, which may change. • We face significant competition. • Our future growth will depend on expanding and diversifying our products and market opportunities. • Our ability to develop new solutions and enter new markets could be negatively impacted by regulatory restrictions, market acceptance, or our ability to engage with partners to assist in such development or expansion. • Our products may not be successful if we are unable to maintain alignment with industry standards and requirements.
Risks Related to Our Products and Manufacturing • Our future success depends in part on our ability to increase production capacity for our products. • If our products contain manufacturing defects, our business and financial results could be harmed. • The performance of our products may be affected by factors outside of our control. • If our estimates of useful life for our products are inaccurate or we do not meet our performance warranties and guaranties, our business and financial results could be harmed. • Our business is subject to project execution risks. • The failure of our suppliers or other third parties to continue to deliver necessary raw materials or other components of our solutions in a timely manner and to specification could prevent us from delivering our solutions. • Certain features or characteristics of some of our supply agreements could expose us to risks, such as excess inventory, insufficient inventory, or above market pricing or higher costs, which could negatively affect our results of operations. • We face supply chain competition which could result in insufficient inventory and affect our results of operations. • We, and some of our suppliers, obtain capital equipment and other components from sole suppliers and, if this equipment is damaged or otherwise unavailable, our ability to deliver our products on time will suffer. • Trade tariffs could have a material adverse effect on our business. • A failure to properly comply with foreign trade zone laws and regulations could increase the cost of duties and tariffs. • Significant disruption to the operations at our headquarters or manufacturing facilities could delay product production. • We may introduce and promote new technologies that have not yet been proven at commercial scale, and which may not work as intended, be delivered on a timely basis or at all, be developed according to specifications, and/or received well by customers. • We have a limited history of manufacturing new products.
Risks Related to Legal Matters and Regulations • We are subject to laws and regulations that could impose substantial costs upon us and cause delays • We are in an unsettled regulatory and legal environment with compliance complexity and costs. • As we expand into international markets, we may be subject to local content requirements or pressures which could increase costs or reduce demand for our products. • With respect to our products that run on fossil fuel, we may be subject to a heightened risk of regulation, the loss of certain incentives, and to changes in our customers’ energy procurement policies. • Existing regulations and changes to such regulations may create technical, regulatory, and economic barriers, which could significantly reduce demand for our products or affect the financial performance of current sites. • We may become subject to product liability claims. • Litigation or administrative proceedings could have a material adverse effect on our business.
Risks Related to Our Intellectual Property • Our inability to effectively protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly. • Our patent applications may not result in issued patents, and our issued patents may be successfully challenged. • We may need to defend ourselves against intellectual property claims which may be time-consuming and costly.
Index to Financial Statements Risks Related to Our Financial Condition and Operating Results • We have incurred significant losses in the past and we may not be profitable in future periods. • Our financial condition and results of operations and other key metrics are likely to fluctuate. • If we fail to manage our growth effectively, our business and operating results may suffer. • If we fail to maintain effective internal controls, our financial reporting may be adversely affected. • Our ability to use deferred tax assets to offset future taxable income may be subject to limitations.
Risks Related to Our Liquidity • We must maintain the confidence of our customers in our liquidity, including our ability to timely service our debt obligations and grow our business over the long term. • 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. • We may not be able to generate sufficient cash to meet our debt service obligations or growth plans.
Risks Related to Our Operations • Expanding operations internationally could expose us to additional risks. • Our internal computer systems, and those of our third-party providers, may fail or suffer from events beyond our control, including from cybersecurity events, which could reduce revenue and earnings, increase expenses and expose us to legal and regulatory claims. • We increasingly rely on the collection, processing, storage, sharing, and analysis of large volumes of data that requires strong data governance. • If we are unable to attract and retain key employees and hire qualified management, technical, engineering, finance and sales personnel, our ability to compete and successfully grow our business could be harmed. • Competition for manufacturing employees is intense, and we may not be able to attract and retain skilled employees.
Risks Related to Ownership of Our Common Stock • The stock price of our common stock has been and may continue to be volatile. • We may issue additional shares of our common stock in connection with future conversions of outstanding convertible notes, which may dilute our existing stockholders and potentially adversely affect the market price of our common stock. • Future sales of our common stock by current or potential future significant holders, or the perception that such sales could occur, may adversely affect the market price of our common stock. • We do not intend to pay dividends for the foreseeable future. • Provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit stockholders’ rights, and limit the market price of our common stock.
In addition, provisions in the convertible notes we have issued could delay or prevent an otherwise beneficial takeover of us. • Scrutiny regarding ESG could result in additional costs and adversely impact our business. • Geopolitical events and conditions could adversely affect our business, financial condition and operating results.
Enterprises may be unwilling to adopt our solutions over traditional, competing, and/or alternative power sources such as electricity from the grid, nuclear, hydro, coal, geothermal and/or intermittent solar and/or wind power paired with storage, or alternative means of producing hydrogen.
The viability and demand for our solutions may be impacted by many factors outside of our control, including: • market acceptance of our products (including, for example, anti-natural gas sentiment or misalignment with renewable and zero carbon procurement goals); Index to Financial Statements • cost competitiveness, reliability, and performance of our products compared to traditional or competing power sources; • prices and availability of traditional or competing power solutions; • availability and amount of government subsidies and incentives; • the introduction, emergence, continuance, maturation or success of, or increased government support for, other hydrogen production or alternative energy generation technologies and products (including, for example, small scale nuclear and geothermal); • geopolitical and macroeconomic instability, including wars, terrorism, political unrest, actual or threatened public health emergencies and outbreak of disease, inflation, the recessionary environment, boycotts, adoption or expansion of government trade restrictions, and other business restrictions which may negatively impact the demand for our products, or which may cause our customers to push out, cancel, or refrain from placing orders; and • an increase in interest rates or tightening of the supply of capital in the global financial markets (including a reduction in total tax equity availability) which could make it difficult to finance our products.
If the market for our solutions does not continue to develop as we anticipate, our business will be harmed.
Our sales cycle is typically 8 to 12 months but can vary considerably.
AI and data center customers and other large loads, tend to have longer sales cycles.
Once a customer decides to purchase our product, it may take a significant amount of time for us to fulfill the sales order, generally due to variables within the customer’s control including permitting, building, availability of gas infrastructure.
Generally, it takes between six to twelve months or more from the entry into a sales contract until the installation of our products.
Our products have significant upfront costs, and, for some customers, we need to attract financiers to help them finance purchases.
If in any given quarter we or our customers are not able to secure funding, our financial condition and results of Index to Financial Statements operations would be harmed.
In the U.S., our capacity to offer our Energy Server systems through financed arrangements depends in large part on the ability of financing parties to optimize the tax benefits associated with the Energy Server systems.
Our AI customer mix is increasing due to the continued adoption of AI tools, and the resulting growth in AI data centers and their resulting power needs to support our business expansion.
Slower expansion of AI data centers due to actual or perceived deceleration in AI adoption or other factors could have an adverse impact on our business, financial condition and results of operations.
While we sell our solutions to customers in a variety of industries and for a variety of applications, we have recently seen a significant increase in demand for Bloom Energy Server systems to meet the power needs of AI data centers, which are experiencing increased demand for reliable, on-site power.
These AI data centers are experiencing this increased demand largely as a result of the large power consumption requirements of AI computing and the lack of available generation, transmission and interconnection from the utility grid.
A deceleration in AI adoption, changes in customer capital expenditure priorities, financing constraints (including reduced availability of project finance or tax equity), longer permitting or construction lead times, local moratoria, protests or siting restrictions on data centers or distributed generation, or improved grid interconnection timelines could adversely affect AI data centers’ demand for our solutions.
The rate at which AI will continue to be adopted, and the resulting increase in power needs by AI data centers and the development of new AI data centers, is inherently difficult to predict and beyond our control.
However, if AI adoption does not continue at the pace that we expect, or at all, our business, financial condition and results of operations could be adversely affected.
Factors that could influence these prices are beyond our control and include, without limitation, the impact of energy conservation initiatives that reduce electricity consumption; construction of additional power generation plants (including renewables, storage, nuclear, coal or natural gas); technological developments by others in Index to Financial Statements the electric power industry; the imposition of interconnection, “departing load,” “standby,” power factor charges, greenhouse gas emissions charges, or other charges by local electric utility or regulatory authorities; and changes in the rates offered by local electric utilities and/or in the applicability or amounts of charges and other fees imposed or incentives granted by such utilities on customers.
While our Energy Server systems can operate using hydrogen or biofuels, the availability and/or current high cost of those natural gas alternatives in a particular location may make them less attractive to potential customers, reducing the demand for our products.
Increases in component and raw material costs, including those caused by tariffs and lack of available supply could offset our cost-cutting efforts, slowing our growth and causing our financial results and operational metrics to suffer.
We may need to reduce costs to expand into new markets (in which the price of electricity from the grid is lower) while maintaining our current margins.
Because our fuel cell systems are designed to be able to operate at a constant output 24x7, while our customers’ demand for electricity typically fluctuates over the course of the day or week, there are often periods when our Energy Server systems are producing more electricity than a customer may require, and such excess electricity can be exported to the local electric utility.
Fuel cell net metering can be affected by local utility tariffs and fees, changes to interconnection agreement terms and fuel cell net metering requirements, and some jurisdictions do not allow the export of excess electricity.
For example, some jurisdictions are limiting new gas interconnections, although others are allowing new gas interconnections for non-combustion resources like our Energy Server Index to Financial Statements systems.
However, if new regulations require a switch to different fuel for which there may be limited availability and/or which may be more costly, such as biogas, it may reduce demand for our products and their sales.
Despite advantages offered by our products, prospective customers may still select such competitors to fulfill their energy needs after weighing all of the foregoing and any other applicable considerations.
We plan to enhance our future growth opportunities by expanding our energy solutions.
This includes expanding the features of and uses for our Energy Server systems, including providing options for carbon capture and heat output, and by expanding the markets in which we sell our products.
Index to Financial Statements Our ability to develop new solutions and enter into new markets could be negatively impacted by regulatory restrictions, market acceptance, or if we are unable to identify and successfully engage with partners to assist in such development or expansion.

and 204 more.

Gone since FY2024

Risks Related to Our Business, Industry, and Sales • Distributed energy generation and hydrogen production are emerging markets that may not receive widespread acceptance or demand. • Our products involve a lengthy sales and installation cycle, which may lengthen further as we seek larger transactions. • Our products have significant upfront costs, and, for some customers, we need to attract financiers to help customers finance purchases. • The economic benefits of our solutions depend on both the price and availability of gas and electricity. • If we are not able to reduce our costs or meet service performance expectations with respect to our products, our profitability may be impaired. • Deployment of our fuel cell products can be affected by interconnection requirements, export tariff arrangements and utility tariff requirements that are subject to change. • Deployment of our Energy Server systems relies on fuel supply and specification requirements, which may change. • We face significant competition. • We derive a substantial portion of our revenue and backlog from a limited number of customers. • Our future growth will depend on expanding and diversifying our products and market opportunities. • Our ability to develop new solutions and enter new markets could be negatively impacted by regulatory restrictions, market acceptance, or our ability to engage with partners to assist in such development or expansion. • Our products may not be successful if we are unable to maintain alignment with industry standards and requirements.
Index to Financial Statements Risks Related to Our Products and Manufacturing • Our future success depends in part on our ability to increase production capacity for our products. • If our products contain manufacturing defects, our business and financial results could be harmed. • The performance of our products may be affected by factors outside of our control. • If our estimates of useful life for our products are inaccurate or we do not meet our performance warranties and guaranties, our business and financial results could be harmed. • Our business is subject to risks associated with construction, utility interconnection study and transmission upgrade delays, cost overruns and delays, including those related to permits, regulatory approvals, and other contingencies. • The failure of our suppliers or other third parties to continue to deliver necessary raw materials or other components of our solutions in a timely manner and to specification could prevent us from delivering our solutions. • We have long-term supply agreements that could result in excess or, if one or more suppliers do not produce for any reason, insufficient inventory, above market pricing or higher costs, and negatively affect our results of operations. • We face supply chain competition which could result in insufficient inventory and affect our results of operations. • We, and some of our suppliers, obtain capital equipment and other components from sole suppliers and, if this equipment is damaged or otherwise unavailable, our ability to deliver our products on time will suffer. • Possible new trade tariffs could have a material adverse effect on our business. • A failure to properly comply with foreign trade zone laws and regulations could increase the cost of duties and tariffs. • Significant disruption to the operations at our headquarters or manufacturing facilities could delay product production. • We may introduce and promote new technologies that have not yet been proven at commercial scale, and which may not work as intended, be delivered on a timely basis or at all, be developed according to specifications, and/or received well by customers. • We have a limited history of manufacturing new products, such as our Electrolyzers.
Risks Related to Legal Matters and Regulations • We are subject to laws and regulations, including environmental laws and regulations, regarding our products. • We are in an unsettled regulatory and legal environment with increasing compliance complexity and costs. • As we expand into international markets, we may be subject to local content requirements or pressures which could increase costs or reduce demand for our products. • With respect to our products that run on fossil fuel, we may be subject to a heightened risk of regulation, the loss of certain incentives, and to changes in our customers’ energy procurement policies. • Existing regulations and changes to such regulations may create technical, regulatory, and economic barriers, which could significantly reduce demand for our products or affect the financial performance of current sites. • We may become subject to product liability claims. • Litigation or administrative proceedings could have a material adverse effect on our business.
Risks Related to Our Intellectual Property • Our failure to effectively protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly. • Our patent applications may not result in issued patents, and our issued patents may be successfully challenged. • We may need to defend ourselves against intellectual property claims which may be time-consuming and costly.
Risks Related to Our Financial Condition and Operating Results • We have incurred significant losses in the past and we may not be profitable in future periods. • Our financial condition and results of operations and other key metrics are likely to fluctuate. • If we fail to manage our growth effectively, our business and operating results may suffer. • If we fail to maintain effective internal controls, our financial reporting may be adversely affected. • Our ability to use deferred tax assets to offset future taxable income may be subject to limitations.
Index to Financial Statements Risks Related to Our Liquidity • We must maintain the confidence of our customers in our liquidity, including our ability to timely service our debt obligations and grow our business over the long term. • 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. • We may not be able to generate sufficient cash to meet our debt service obligations or growth plans.
Risks Related to Our Operations • Expanding operations internationally could expose us to additional risks. • Data security breaches and cyberattacks could compromise our intellectual property or other confidential information and cause significant damage to our business, product performance, brand and reputation. • If we are unable to attract and retain key employees and hire qualified management, technical, engineering, finance and sales personnel, our ability to compete and successfully grow our business could be harmed. • Competition for manufacturing employees is intense, and we may not be able to attract and retain skilled employees.
Risks Related to Ownership of Our Common Stock • The stock price of our common stock has been and may continue to be volatile. • We may issue additional shares of our common stock in connection with future conversions of the Green Notes, which may dilute our existing stockholders and potentially adversely affect the market price of our common stock. • Future sales of our common stock by SK ecoplant Co., Ltd. or its affiliates, or the perception that such sales could occur, may adversely affect the market price of our common stock. • We do not intend to pay dividends for the foreseeable future. • Provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit stockholders’ rights, and limit the market price of our common stock. • Scrutiny regarding ESG could result in additional costs and adversely impact our business.
Enterprises may be unwilling to adopt our solutions over traditional or competing power sources such as distributed solar or electricity from the grid, or alternative means of producing hydrogen.
The viability and demand for our solutions may be impacted by many factors outside of our control, including: • market acceptance of our products (including, for example, anti-natural gas sentiment or misalignment with renewable and zero carbon procurement goals); • cost competitiveness, reliability, and performance of our products compared to traditional or competing power sources; • availability and amount of government subsidies and incentives; • the emergence, continuance, or success of, or increased government support for, other alternative energy generation or hydrogen production technologies and products; • prices and availability of traditional or competing power solutions; • geopolitical and macroeconomic instability, including wars, terrorism, political unrest, actual or threatened public health emergencies and outbreak of disease, inflation, the recessionary environment, boycotts, adoption or expansion of government trade restrictions, and other business restrictions which may negatively impact the demand for our products, or which may cause our customers to push out, cancel, or refrain from placing orders; and • an increase in interest rates or tightening of the supply of capital in the global financial markets (including a reduction in total tax equity availability) which could make it difficult to finance our products.
Index to Financial Statements If the market for our solutions does not continue to develop as we anticipate, our business will be harmed.
Our sales cycle is typically 12 to 18 months but can vary considerably.
In addition, we have started to focus on larger projects, which tend to have longer sales cycles.
Once a customer decides to purchase our product, it takes a significant amount of time for us to fulfill the sales order.
Generally, it takes between nine to eighteen months or more from the entry into a sales contract until the installation of our products.
Our products have significant upfront costs, and, for some customers, we need to attract investors to help them finance purchases.
If in any given quarter we or our customers are not able to secure funding, our financial condition and results of operations would be harmed.
Index to Financial Statements In the U.S., our capacity to offer our Energy Server systems through financed arrangements depends in large part on the ability of financing parties to optimize the tax benefits associated with the Energy Server systems, such as the recently expired ITC for fuel cells running on a non-zero carbon fuel or accelerated depreciation.
Factors that could influence these prices and are beyond our control include the impact of energy conservation initiatives that reduce electricity consumption; construction of additional power generation plants (including renewables, storage, nuclear, coal or natural gas); technological developments by others in the electric power industry; the imposition of interconnection, “departing load,” “standby,” power factor charges, greenhouse gas emissions charges, or other charges by local electric utility or regulatory authorities; and changes in the rates offered by local electric utilities and/or in the applicability or amounts of charges and other fees imposed or incentives granted by such utilities on customers.
While our Energy Server systems can operate using hydrogen or biofuels, the availability and current high cost of those natural gas alternatives in a particular location may make them less attractive to potential customers, reducing the demand for our products.
Increases in component and raw material costs could offset our cost-cutting efforts, slowing our growth and causing our financial results and operational metrics to suffer.
We need to reduce costs to expand into new markets (in which the price of electricity from the grid is lower) while maintaining our current margins.
Because our fuel cell systems are designed to be able to operate at a constant output 24x7, while our customers’ demand for electricity typically fluctuates over the course of the day or week, there are often periods when our Energy Server systems Index to Financial Statements are producing more electricity than a customer may require, and such excess electricity can be exported to the local electric utility.
Fuel cell net metering can be affected by local utility tariffs and fees, changes to interconnection agreement terms and fuel cell net metering requirements, and some jurisdictions do not allow export of excess electricity.
For example, some jurisdictions are limiting new gas interconnections, although others are allowing new gas interconnections for non-combustion resources like our Energy Server systems.
However, if new regulations require a switch to different fuel for which there may be limited availability, such as biogas, it can create challenges for our products and their sales.
Our Electrolyzers compete with low temperature electrolyzer companies using Alkaline, Proton, PEM or AEM electrolysis.
Index to Financial Statements We derive a substantial portion of our revenue and backlog from a limited number of customers, and the loss of or a significant reduction in orders from a large customer could have a material adverse effect on our operating results and other key metrics.
In any particular period, a substantial amount of our total revenue has and could continue to come from a relatively small number of customers.
As an example, in the year ended December 31, 2024, three customers accounted for approximately 23%, 16% and 14% of our total revenue.
The loss of any large customer order or any delays in installations of new products with any large customer would materially and adversely affect our business results.
We plan to enhance our future growth opportunities by expanding our energy and hydrogen solutions.
This includes expanding the features of and uses for our Energy Server systems, including providing options for carbon capture and heat output, by expanding our production and sales of our Electrolyzer, and by expanding the markets in which we sell our products.
Our ability to develop new solutions and enter into new markets could be negatively impacted by regulatory restrictions, market acceptance, or if we are unable to identify and successfully engage with partners to assist in such development or expansion.
Index to Financial Statements Our products may not be successful if we are unable to maintain alignment with evolving industry standards and requirements.
To the extent we are successful in growing our business, we may need to increase the production capacity of our products.
Our ability to plan, construct and equip additional manufacturing facilities is subject to significant risks and uncertainties, including delays, cost overruns, geopolitical instability, and labor shortages.
Expanding manufacturing capacity internationally may also expose us to new laws and regulations and carries risks.
If we are unable to expand our manufacturing facilities or develop our existing facilities in a timely manner, we may be unable to further scale our business, which would negatively affect our results of operations and financial condition.
Any design or manufacturing defects or other failures of our products, including catastrophic or pervasive product failures, could cause us to incur significant costs, a large field recall, divert the attention of our engineering personnel from product development efforts, and significantly and adversely affect customer satisfaction, market acceptance, and our business reputation.

and 164 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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