Brenmiller Energy(BNRG)

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Brenmiller Receives $450,000 Grant to Supply Low-Carbon Electric Heat to Wolfson Hospital
Businesswire· 2024-01-18 13:00
ROSH HA’AYIN, Israel--(BUSINESS WIRE)--Brenmiller Energy Ltd. ("Brenmiller", "Brenmiller Energy” or the “Company”) (Nasdaq: BNRG), a global leader in thermal energy storage (“TES”), today announced that it has received a $450,000 grant from the Israel Innovation Authority to be applied to its TES project at Wolfson Hospital in Holon, Israel. The Company previously announced approval from the Israel Ministry of Finance for a $3.7 million budget to develop and operate a bGen™ ZERO system for Wolfson Hospital ...
Brenmiller Energy(BNRG) - 2022 Q4 - Annual Report
2023-03-21 16:00
[Introduction](index=6&type=section&id=Introduction) Brenmiller Energy Ltd. develops bGen™ Thermal Energy Storage (TES) systems using crushed rocks to store high-temperature heat, facilitating renewable energy integration - The company develops, produces, and sells Thermal Energy Storage (TES) systems using its patented bGen™ technology to increase energy efficiency and reduce carbon emissions[216](index=216&type=chunk) - The bGen™ technology stores heat in crushed rocks at temperatures up to **1400°F**, comprising a thermal storage unit, heat exchangers, and a steam generator, chargeable from diverse sources[218](index=218&type=chunk) - Brenmiller Energy was incorporated in Israel in **2012**, listed on the TASE in August **2017**, and began trading on Nasdaq on May **25, 2022**[219](index=219&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=6&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This report contains forward-looking statements regarding company objectives, plans, and projections, subject to risks that may cause actual results to differ materially - The report includes forward-looking statements regarding plans, strategies, financial projections, and product development[221](index=221&type=chunk)[222](index=222&type=chunk) - Key factors that could cause actual results to differ include planned revenues, capital expenditures, product marketing ability, partner relationships, and intellectual property protection[88](index=88&type=chunk)[224](index=224&type=chunk)[268](index=268&type=chunk) [Summary Risk Factors](index=8&type=section&id=Summary%20Risk%20Factors) The company faces significant business, financial, intellectual property, share ownership, and Israeli operational risks, including a going concern uncertainty and high dependence on proprietary technology - Business and Industry Risks: High dependence on proprietary technology, key employees, third-party suppliers, and the nascent TES field[1](index=1&type=chunk)[73](index=73&type=chunk) - Financial Condition and Capital Requirements: A "going concern" uncertainty exists due to historical operating losses and the need for substantial additional funding[2](index=2&type=chunk)[74](index=74&type=chunk) - Intellectual Property Risks: Potential inability to obtain and maintain effective patent rights and protect crucial trade secrets for competition[3](index=3&type=chunk)[5](index=5&type=chunk) - Risks Related to Ordinary Shares: Market price may be highly volatile, with principal shareholders (approx. **36.9%**) exerting substantial control[6](index=6&type=chunk) - Risks Related to Israeli Operations: Potential political, economic, and military instability in Israel, where headquarters are located, and restrictions on government grants[7](index=7&type=chunk) [PART I](index=11&type=section&id=PART%20I) [ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS](index=11&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This section is not applicable as per the report - The report states that this item is not applicable[10](index=10&type=chunk) [ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](index=11&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This section is not applicable as per the report - The report states that this item is not applicable[11](index=11&type=chunk) [ITEM 3. KEY INFORMATION](index=11&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section details significant business, financial, intellectual property, stock ownership, and Israeli geopolitical risks that could materially affect the company's condition - The company's business faces significant risks that could adversely affect its financial condition and the price of its Ordinary Shares[17](index=17&type=chunk) [Risks Related to Our Business and Industry](index=11&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) Success depends on proprietary technology, key personnel, and navigating the nascent TES market, facing risks from third-party reliance, regulatory changes, and cybersecurity threats - The company is highly dependent on the successful development, marketing, and sale of its proprietary TES systems and faces competition from potentially better-capitalized competitors[18](index=18&type=chunk)[19](index=19&type=chunk) - Success is heavily reliant on key employees, particularly CEO Avraham Brenmiller, and the loss of their services could harm the business plan[22](index=22&type=chunk) - The business has pivoted to the bGen™ TES system, making it difficult to evaluate future prospects and increasing the risk of failure if pilot projects are not successful[27](index=27&type=chunk)[32](index=32&type=chunk) - Dependence on third-party manufacturers and suppliers creates vulnerability to supply shortages, increased costs, and quality control issues[39](index=39&type=chunk)[40](index=40&type=chunk)[42](index=42&type=chunk) - The company relies on certain raw materials like metal parts and stainless-steel pipes, exposed to price and availability fluctuations from external factors[47](index=47&type=chunk)[49](index=49&type=chunk) - Operations require obtaining and maintaining various regulatory permits, certifications, and authorizations, and regulatory changes could increase costs or cause delays[53](index=53&type=chunk)[54](index=54&type=chunk)[56](index=56&type=chunk) - The company's IT systems are vulnerable to cybersecurity incidents, potentially leading to data loss, operational disruptions, and liabilities[65](index=65&type=chunk)[66](index=66&type=chunk)[78](index=78&type=chunk) [Risks Related to Our Financial Condition and Capital Requirements](index=17&type=section&id=Risks%20Related%20to%20Our%20Financial%20Condition%20and%20Capital%20Requirements) Financial stability is pressured by a "going concern" warning, historical losses, and the need for substantial additional funding, compounded by royalty obligations and restrictive loan covenants - Management and auditors concluded a material uncertainty exists regarding the company's ability to continue as a going concern due to historical net losses and negative operating cash flows[79](index=79&type=chunk)[80](index=80&type=chunk) - The company requires substantial additional capital for research, development, and commercialization, and failure to obtain it could curtail business plans[82](index=82&type=chunk)[83](index=83&type=chunk)[85](index=85&type=chunk) - The company has not generated significant revenue, expects future operating losses, and may never achieve profitability[86](index=86&type=chunk)[87](index=87&type=chunk)[91](index=91&type=chunk) - The company is obligated to pay royalties on revenues to various government bodies (IIA, BIRD Foundation, NYPA) and the EIB, impacting profitability[100](index=100&type=chunk)[101](index=101&type=chunk)[104](index=104&type=chunk) - The facility agreement with the EIB contains restrictive covenants limiting the company's ability to sell assets, pay dividends, merge, or incur additional debt[96](index=96&type=chunk)[97](index=97&type=chunk)[99](index=99&type=chunk) [Risks Related to Our Intellectual Property](index=21&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) Competitive position depends on intellectual property protection, facing risks of failing to secure patent rights, infringing third-party patents, and costly global enforcement challenges - The company's ability to compete effectively depends on obtaining and maintaining patent rights and protecting trade secrets[106](index=106&type=chunk)[107](index=107&type=chunk) - The company could be adversely affected by third-party intellectual property rights, potentially requiring costly litigation or unfavorable licenses[112](index=112&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) - Lawsuits to protect or enforce the company's own intellectual property could be expensive, time-consuming, and ultimately unsuccessful[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) - Protecting intellectual property rights worldwide is prohibitively expensive, and foreign laws may offer less protection than in the United States[126](index=126&type=chunk)[128](index=128&type=chunk) [Risks Related to Ownership of our Ordinary Shares](index=24&type=section&id=Risks%20Related%20to%20Ownership%20of%20our%20Ordinary%20Shares) Ordinary Share ownership risks include high price volatility, concentrated control by principal shareholders, less stringent disclosure as a foreign private issuer, potential PFIC classification, and dual listing price variations - The market price of the company's Ordinary Shares is likely to be highly volatile, which could result in substantial losses for investors[129](index=129&type=chunk)[165](index=165&type=chunk) - Principal shareholders, officers, and directors beneficially own approximately **36.8%** of Ordinary Shares, enabling significant control over shareholder matters[136](index=136&type=chunk)[137](index=137&type=chunk) - The company may be classified as a "passive foreign investment company" (PFIC), potentially resulting in negative U.S. federal income tax consequences for U.S. taxpayers[145](index=145&type=chunk)[146](index=146&type=chunk) - As a "foreign private issuer" and "emerging growth company," the company is subject to less stringent disclosure and corporate governance requirements than U.S. domestic companies[150](index=150&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - The dual trading of Ordinary Shares on both the TASE (in NIS) and Nasdaq (in USD) may result in price variations due to different currencies, time zones, and trading days[179](index=179&type=chunk) [Risks Related to our Incorporation and Our Operations in Israel](index=30&type=section&id=Risks%20Related%20to%20our%20Incorporation%20and%20Our%20Operations%20in%20Israel) Israeli operations face political, economic, and military instability risks, government grant restrictions on technology transfer, currency exchange rate fluctuations, and differences in legal frameworks affecting shareholder rights - The company's headquarters, production facilities, and key management are located in Israel, making operations susceptible to regional political, economic, and military instability[181](index=181&type=chunk)[182](index=182&type=chunk)[184](index=184&type=chunk) - Grants from the Israel Innovation Authority (IIA) and other government bodies require royalty payments and restrict intellectual property or manufacturing transfer outside Israel without approval[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - The company is exposed to currency exchange rate fluctuations, with most expenses in NIS and significant revenues expected in USD and other currencies[188](index=188&type=chunk)[189](index=189&type=chunk) - Enforcing a U.S. court judgment against the company or its management in Israel may be difficult, and shareholder rights are governed by Israeli law, differing materially from U.S. law[227](index=227&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk) - Provisions of Israeli law and agreements, such as the EIB facility requiring the founder to maintain at least **25%** ownership, may delay or prevent a merger or acquisition[198](index=198&type=chunk)[225](index=225&type=chunk)
Brenmiller Energy(BNRG) - 2022 Q4 - Annual Report
2023-03-21 16:00
[Report Overview and Business Update](index=1&type=section&id=Report%20Overview%20and%20Business%20Update) This section provides an overview of Brenmiller Energy's operational achievements and strategic developments in 2022, alongside updates on key projects and R&D initiatives [2022 Highlights and Management Commentary](index=1&type=section&id=2022%20Highlights%20and%20Management%20Commentary) Brenmiller Energy achieved significant operational progress in 2022, securing $9.2 million in orders, advancing key projects, and strengthening its financial position, with management optimistic about the $60 billion market - Received **$9.2 million** in commercial orders in 2022, with significant future growth anticipated based on the current project pipeline[2](index=2&type=chunk)[4](index=4&type=chunk) - Management believes the company's current valuation is undervalued relative to its assets and a total addressable market estimated at **$60 billion**[5](index=5&type=chunk) - Key 2022 achievements include the commissioning of a utility-scale project with Enel, a major commercial sale to Philip Morris, and a successful Nasdaq listing in May 2022[3](index=3&type=chunk)[4](index=4&type=chunk)[7](index=7&type=chunk) - Management and existing investors have demonstrated strong confidence, with total investments reaching approximately **$40 million** to date, including a **$3.6 million** private placement in January 2023[3](index=3&type=chunk) [Project Updates](index=3&type=section&id=Project%20Updates) Brenmiller provided updates on key international projects, including the Enel and Philip Morris systems, new installations in the US and Brazil, and a green hydrogen MOU in Spain - Enel (Italy): A **24 MWh** TES system at a combined cycle power plant is in the commissioning phase and expected to be fully operational by the end of H1 2023[8](index=8&type=chunk) - Philip Morris (Romania): A **$9.2 million** agreement for a **31.5 MWh** bGen system is in progress, with basic engineering complete and a building permit expected by the end of Q2 2023[9](index=9&type=chunk) - SUNY Purchase (USA): A **0.5 MWh** co-generation station installation with NYPA is complete and in the commissioning phase, with final delivery expected by the end of Q2 2023[10](index=10&type=chunk) - Fortlev (Brazil): A **1 MWh** TES system using biomass has been designed, manufactured, and delivered[11](index=11&type=chunk) - Green Enesys & Viridi RE (Spain): Signed an MOU to perform engineering studies for incorporating bGen TES into proposed green hydrogen production facilities in Spain[12](index=12&type=chunk) [Production Facility and R&D](index=3&type=section&id=Production%20Facility%20and%20R%26D) Brenmiller is expanding its production capabilities with a new Dimona facility, targeting 4,000 MWh annual capacity by late 2023, funded by a €7.5 million EIB credit facility, while net R&D expenses increased to $4.62 million in 2022 and are expected to rise - A new production facility in Dimona, Israel, is under construction and expected to have an annual production capacity of up to **4,000 MWh** of bGen modules by the end of 2023[13](index=13&type=chunk) - The Dimona facility is financed through a non-dilutive **€7.5 million** credit facility from the European Investment Bank (EIB), with the first **€4.0 million** drawn in July 2022[13](index=13&type=chunk) R&D Expenses, Net | R&D Expenses, Net (in thousands USD) | 2022 | 2021 | | :--- | :--- | :--- | | Total R&D expenses | 4,893 | 4,966 | | Less – grants | (275) | (1,266) | | **Research, development and engineering expenses, net** | **4,618** | **3,700** | - The company expects research, development, and engineering expenses to materially increase as it continues to develop its storage units and bGen™ technology[16](index=16&type=chunk) [Financial Performance](index=5&type=section&id=Financial%20Performance) This section details Brenmiller Energy's financial results, including its balance sheet and income statement, for the year ended December 31, 2022 [Consolidated Statements of Financial Position (Balance Sheet)](index=5&type=section&id=Consolidated%20Statements%20of%20Financial%20Position%20%28Balance%20Sheet%29) As of December 31, 2022, Brenmiller's financial position showed decreased total assets and equity, alongside increased liabilities primarily due to a new EIB loan - As of December 31, 2022, the company had cash and cash equivalents of **$6.1 million**, down from **$8.3 million** at the end of 2021[20](index=20&type=chunk)[25](index=25&type=chunk) Key Balance Sheet Items | Key Balance Sheet Items (in thousands USD) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Current Assets | 8,585 | 9,137 | | **Total Assets** | **12,383** | **14,596** | | Total Current Liabilities | 2,652 | 4,156 | | **Total Liabilities** | **9,719** | **9,053** | | **Total Equity** | **2,664** | **5,543** | - The company took on a new long-term loan from the European Investment Bank (EIB), with a balance of **$3.97 million** as of year-end 2022[25](index=25&type=chunk) [Consolidated Statements of Comprehensive Loss (Income Statement)](index=9&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss%20%28Income%20Statement%29) For 2022, Brenmiller reported increased revenues to $1.52 million, primarily from licensing fees, but higher operating expenses resulted in a wider operating loss of $11.63 million and a net loss of $11.07 million Key Income Statement Items | Key Income Statement Items (in thousands USD, except per share data) | 2022 | 2021 | | :--- | :--- | :--- | | **Revenues** | **1,520** | **395** | | Cost of Revenues | (1,935) | (4,051) | | R&D Expenses, Net | (4,618) | (3,700) | | General & Administrative Expenses | (4,465) | (2,586) | | **Operating Loss** | **(11,628)** | **(11,066)** | | **Loss for the Year** | **(11,067)** | **(10,348)** | | Basic Loss Per Share | ($0.76) | ($0.87) | - Revenues in 2022 were primarily driven by **$1.5 million** in licensing fees, a new revenue stream compared to 2021[28](index=28&type=chunk) - The operating loss widened due to increased R&D expenses (up to **$4.6M** from **$3.7M**), Marketing expenses (up to **$1.2M** from **$0.7M**), and General & Administrative expenses (up to **$4.5M** from **$2.6M**)[28](index=28&type=chunk)
Brenmiller Energy(BNRG) - 2022 Q2 - Quarterly Report
2022-05-31 16:00
Exhibit 99.1 Brenmiller Energy Reports First Quarter 2022 Financial Results and Operational Update - Began trading on Nasdaq Capital Market; received $7.5M in second tranche of private placement - - Signed global framework agreement with Philip Morris - Rosh Haayin, Israel (June 1, 2022) – Brenmiller Energy Ltd. ("Brenmiller", "Brenmiller Energy" or the "Company") (TASE: BNRG, Nasdaq: BNRG), a clean-energy company that provides Thermal Energy Storage ("TES") systems to the global industrial and utility mark ...