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FUELCELL ENERGY INC

FUELCELL ENERGY INCFCEL财报

Nasdaq · 信息技术 · 电气工业设备

FuelCell Energy, Inc. is a publicly traded fuel cell company headquartered in Danbury, Connecticut. It designs, manufactures, operates and services power plants based on molten carbonate fuel cells.

What changed in FUELCELL ENERGY INC's 10-K — 2024 vs 2025

Top changes in FUELCELL ENERGY INC's 2025 10-K

591 paragraphs added · 574 removed · 375 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

104 edited+117 added−98 removed43 unchanged
All statements other than statements of historical fact included in this Form 10-K, including statements regarding the Company’s future financial condition, results of operations, plans, objectives, expectations, future performance, business operations and business prospects, are forward-looking statements.
All statements other than statements of historical fact included in this Form 10-K, including statements regarding the Company’s future financial condition, future results of operations, plans, objectives, expectations, future performance, future business operations and business prospects, are forward-looking statements.
We have committed future production for scheduled fuel cell module exchanges under LTSAs and PPAs through the respective expiration dates of such LTSAs and PPAs, which range through 2042. The pricing structure of the LTSAs incorporates these scheduled fuel cell module exchanges and the committed nature of this production facilitates our production planning.
We have committed future production for scheduled fuel cell module exchanges under LTSAs and PPAs through the respective expiration dates of such LTSAs and PPAs, which range through 2042. The pricing structure of the LTSAs incorporates these scheduled exchanges and the committed nature of this production facilitates our production planning.
GAAP”), ● factors affecting our liquidity position and financial condition, ● government appropriations, ● the ability of the government and third parties to terminate their development contracts at any time, ● the ability of the government to exercise “march-in” rights with respect to certain of our patents, ● our ability to successfully market and sell our products internationally, ● our ability to develop additional commercially viable products, ● our ability to implement our strategy, ● our ability to reduce our levelized cost of energy and deliver on our cost reduction strategy generally, ● our ability to protect our intellectual property, ● litigation and other proceedings, ● the risk that commercialization of our new products will not occur when anticipated or, if it does, that we will not have adequate capacity to satisfy demand, ● our need for and the availability of additional financing, ● our ability to generate positive cash flow from operations, ● our ability to service our long-term debt, ● our ability to increase the output and longevity of our platforms and to meet the performance requirements of our contracts, and ● our ability to expand our customer base and maintain relationships with our largest customers and strategic business allies.
GAAP”), ● factors affecting our liquidity position and financial condition, ● government appropriations, ● the ability of the government and third parties to terminate their development contracts at any time, ● the ability of the government to exercise “march-in” rights with respect to certain of our patents, ● our ability to successfully market and sell our products internationally, ● our ability to develop additional commercially viable products in the future, ● our ability to implement our strategy, ● our ability to reduce our levelized cost of energy and deliver on our cost reduction strategy generally, ● our ability to protect our intellectual property, ● litigation and other proceedings, ● the risk that commercialization of our new products will not occur when anticipated or, if it does, that we will not have adequate capacity to satisfy demand, ● our need for and the availability of additional financing, ● our ability to generate positive cash flow from operations, ● our ability to service our long-term debt, ● our ability to increase the output and longevity of our platforms and to meet the performance requirements of our contracts, and ● our ability to expand our customer base and maintain relationships with our largest customers and strategic business allies.
The primary emissions from our power plants, assuming no cogeneration application, are humid flue gas that is discharged at temperatures of 700-800° F, water that is discharged at temperatures of 10-20° F above ambient air temperatures, and CO 2 in per-kW hour amounts that are, due to the high efficiency of fuel cells, significantly less than conventional fossil fuel central generation power plants.
The primary emissions from our power plants, assuming no cogeneration application, are humid flue gas that is discharged at temperatures of 700-800° F, water that is discharged at temperatures of 10-20° F above ambient air temperatures, and CO 2 that is generated in per-kW hour amounts that are, due to the high efficiency of fuel cells, significantly less than conventional fossil fuel central generation power plants.
Our conflict mineral disclosure filed with the Securities and Exchange Commission (“SEC”) on Form SD contains specific information on the actions we are taking to avoid the use of conflict minerals. ​ As we continue to grow our business, we remain focused on improving quality, increasing the competitive supply landscape, maintaining existing supplier relationships, as well as building strong new key supplier relationships to expand our supply chain options. ​ ​ 21 Table of Contents Engineerin g, Procurement and Construction We provide customers with complete turn-key solutions, including development, engineering, procurement, construction, interconnection and operations for our fuel cell projects.
Our conflict mineral disclosure filed with the Securities and Exchange Commission (“SEC”) on Form SD contains specific information on the actions we are taking to avoid the use of conflict minerals. ​ As we continue to grow our business, we remain focused on improving quality, increasing the competitive supply landscape, maintaining existing supplier relationships, as well as building strong new key supplier relationships to expand our supply chain options. 21 Table of Contents Engineering, Procurement and Construction We provide customers with complete turn-key solutions, including development, engineering, procurement, construction, interconnection and operations for our fuel cell projects.
Recurring revenue is delivered through recurring electricity, capacity, and renewable energy credit sales under power purchase agreements (“PPAs”) and tariffs for projects we retain in our generation operating portfolio, as well as service revenue, mainly through long-term service agreements.
Recurring revenue is delivered through recurring electricity, capacity, and renewable energy credit sales under power purchase agreements (“PPAs”) and tariffs for projects we retain in our generation portfolio, as well as service revenue, mainly through long-term service agreements.
Except for ongoing obligations to disclose material information under the federal securities laws, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based. 5 Table of Contents ​ Risk Factor Summary Our business is subject to numerous risks and uncertainties, including those described in Item 1A “ Risk Factors ”.
Except for ongoing obligations to disclose material information under the federal securities laws, we expressly disclaim any obligation or undertaking to release publicly any updates or 5 Table of Contents revisions to any such statement to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based. ​ Risk Factor Summary Our business is subject to numerous risks and uncertainties, including those described in Item 1A.
We maintain a chain of custody and responsibility of our products throughout the product life cycle and strive for “cradle-to-cradle” sustainable business practices, incorporating sustainability in our corporate culture. When our platforms reach the end of their useful lives, we can refurbish and re-use certain parts and then recycle most of what we cannot re-use.
We maintain a chain of custody and responsibility of our products throughout the product life cycle and strive for “cradle-to-cradle” sustainable business practices, incorporating sustainability in our corporate culture. When our systems reach the end of their useful lives, we can refurbish and re-use certain parts and then recycle most of what we cannot re-use.
Customers and developers generally have the option to either purchase our fuel cell platforms outright or to enter into a PPA under which the customer or developer (i.e. the end-user of the power) commits to purchase power as it is produced for an extended period of time, typically 10 to 20 years.
Customers and developers generally have the option to either purchase our fuel cell products outright or to enter into a PPA under which the customer or developer (i.e. the end-user of the power) commits to purchase power as it is produced for an extended period of time, typically 10 to 20 years.
We have a manufacturing and service facility in Taufkirchen, Germany that has the capability to perform final module assembly for up to 20 MW per year of sub-megawatt fuel cell power platforms to service the European market. Our European service activities are also operated out of this location.
We have a manufacturing and service facility in Taufkirchen, Germany that has the capability to perform final module assembly for up to 20 MW per year of sub-megawatt fuel cell power systems to service the European market. Our European service activities are also operated out of this location.
Many of our PPAs and LTSAs include guarantees for system performance, including electrical output and heat rate. Should the power platform not meet the minimum performance levels, we may be required to replace the fuel cell module with a new or used replacement module and/or pay performance penalties.
Many of our PPAs and LTSAs include guarantees for system performance, including electrical output and heat rate. Should the system not meet the minimum performance levels, we may be required to replace the fuel cell module with a new or used replacement module and/or pay performance penalties.
In November 2024, we announced a global restructuring of our operations in the U.S., Canada, and Germany that aims to reduce operating costs, realign resources toward advancing the Company’s core technologies, and protect the Company’s competitive position amid slower-than-expected-investments in clean energy.
In November 2024, we announced a global restructuring of our operations in the U.S., Canada, and Germany that aimed to reduce operating costs, realign resources toward advancing the Company’s core technologies, and protect the Company’s competitive position amid slower-than-expected-investments in clean energy.
He is a certified public accountant and began his professional career at McGladrey and Pullen, LLP (now RSM US LLP). Mr. Bishop also served four years in the United States Marine Corps. 25 Table of Contents ​ ​ ​ ​ ​ NAME AGE PRINCIPAL OCCUPATION ​ ​ ​ ​ ​ Mr.
He is a certified public accountant and began his professional career at McGladrey and Pullen, LLP (now RSM 26 Table of Contents ​ ​ ​ ​ ​ NAME ​ ​ AGE ​ ​ ​ PRINCIPAL OCCUPATION ​ ​ ​ ​ ​ US LLP). Mr. Bishop also served four years in the United States Marine Corps. Mr.
These hedges are non-speculative in nature, are entered into with investment grade-rated multinational financial institutions and are governed under the terms of the International Swaps and Derivative Association. While we manufacture the fuel cells in our Torrington facility, the electrical and mechanical BOPs are assembled by and procured from several suppliers.
These hedges are non-speculative in nature, are entered into with investment grade-rated multinational financial institutions and are governed under the terms of the International Swaps and Derivative Association. ​ While we manufacture fuel cells in our Torrington facility, the electrical and mechanical BOP components are assembled by and procured from several suppliers.
Such statements relate to, among other things, the following: ● the development and commercialization by FuelCell Energy, Inc. and its subsidiaries (“FuelCell Energy,” “Company,” “we,” “us” and “our”) of fuel cell technology and products and the market for such products, ● the expected timing of completion of our ongoing projects, ● our business plans and strategies, ● the markets in which we expect to operate, ● expected operating results such as revenue growth and earnings, ● our belief that we have sufficient liquidity to fund our business operations for the next 12 months, ● future funding under Advanced Technologies contracts, ● future financing for projects, including equity and debt investments by investors and commercial bank financing, as well as overall financial market conditions, ● the expected cost competitiveness of our technology, ● our ability to successfully implement our restructuring plan during the expected timeframe and the expected effects and impacts of the Company’s restructuring plan, and ● our ability to achieve our sales plans, manufacturing capacity expansion plans, market access and market expansion goals, and cost reduction targets.
Such statements relate to, among other things, the following: ● the development and commercialization by FuelCell Energy, Inc. and its subsidiaries (“FuelCell Energy,” “Company,” “we,” “us” and “our”) of fuel cell technology and products and the market for such products, ● the expected timing of completion of our ongoing projects, ● our business plans and strategies, ● the markets in which we expect to operate, ● expected operating results such as revenue growth and earnings, ● our belief that we have sufficient liquidity to fund our business operations for the next 12 months, ● future funding under Advanced Technologies contracts, ● future financing for projects, including equity and debt investments by investors and commercial bank financing, as well as overall financial market conditions, ● the expected cost competitiveness of our technology, ● our ability to successfully implement our restructuring plans during the expected timeframe and the expected effects and impacts of the Company’s restructuring plan, and ● our ability to achieve our sales plans, our plans to increase our annualized production rate in the future in connection with sales growth, market access and market expansion goals, and cost reduction targets.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are made available free of charge through the “Investors” section of the Company’s website (http://www.fuelcellenergy.com) as soon as practicable after such material is electronically filed with, or furnished to, the SEC.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, including any exhibits thereto, and all amendments to those reports are made available free of charge through the “Investors” section of the Company’s website (http://www.fuelcellenergy.com) as soon as practicable after such material is electronically filed with, or furnished to, the SEC.
Bishop Executive Vice President, Chief Financial Officer and Treasurer ​ 56 ​ Mr. Bishop was appointed Executive Vice President in June 2019 and has served as the Company’s Chief Financial Officer since June 2011. Mr.
Bishop Executive Vice President, Chief Financial Officer and Treasurer ​ 57 ​ Mr. Bishop was appointed Executive Vice President in June 2019 and has served as the Company’s Chief Financial Officer since June 2011. Mr.
The restructuring plan included a reduction in our workforce of approximately 13% or 75 employees in November 2024 and includes reduced spending for product development, overhead and other costs. This followed a 4% or 17 employee reduction in workforce in September 2024.
The restructuring plan included a reduction in our workforce of approximately 13% or 75 employees in November 2024 and included reduced spending on product development, overhead and other costs. This followed a 4% or 17 employee reduction in workforce in September 2024.
Such right and license is sublicensable to third parties performing work for or with EMTEC or its affiliates but is not otherwise sublicensable. 17 Table of Contents The EMTEC License Agreement facilitated the execution of the Joint Development Agreement between the Company and EMTEC (which was originally effective as of October 31, 2019) (as amended, the “Joint Development Agreement”).
Such right and license is sublicensable to third parties performing work for or with EMTEC or its affiliates but is not otherwise sublicensable. The EMTEC License Agreement facilitated the execution of the Joint Development Agreement between the Company and EMTEC (which was originally effective as of October 31, 2019) (as amended to date, the “Joint Development Agreement”).
We purchase mechanical and electrical BOP components from third party vendors, based on our own proprietary designs. ​ Assuring the absence of conflict minerals in our power platforms is a continuing initiative.
We purchase mechanical and electrical BOP components from third party vendors, based on our own proprietary designs. ​ Assuring the absence of conflict minerals in our products is a continuing initiative.
The Torrington production and service facility and the Danbury corporate headquarters and research and development facility are ISO 9001:2015 and ISO 14001:2015 certified and our Field Service operation (which maintains the installed fleet of our platforms) is ISO 9001:2015 certified, reinforcing the tenets of our quality management system and a focus on safety, continuous improvement, and commitment to quality, environmental stewardship, and customer satisfaction.
The Torrington production and service facility and the Danbury corporate headquarters and research and development facility are ISO 9001:2015 and ISO 14001:2015 certified and our Field Service operation (which maintains the installed fleet of our systems) is ISO 9001:2015 certified, reinforcing the tenets of our quality management system and a focus on 20 Table of Contents safety, continuous improvement, and commitment to quality, environmental stewardship, and customer satisfaction.
The carbon capture system is being designed to separate and concentrate CO 2 from the flue gases of natural gas, biomass or coal-fired power plants or other industrial facilities as a side reaction that extracts and purifies the CO 2 in the flue gas during the power generation process and destroys approximately 70% of NOx emissions during the power generation process. ​ ● Carbon Recovery and Utilization – In addition to the ability to capture carbon dioxide from an external source, we are adding the capability to our platforms to extract and purify carbon dioxide produced by the fuel cell power generation process.
Our carbon capture system is engineered to separate and concentrate CO 2 from the flue gases of natural gas, biomass or coal-fired power plants or other industrial facilities as a side reaction that extracts and purifies the CO 2 in the flue gas during the power generation process and destroys approximately 70% of NOx emissions during the power generation process. ​ ● Carbon Recovery and Utilization – In addition to the ability to capture CO 2 from an external source, we are adding the capability to our carbonate fuel cell platform to extract and purify CO 2 produced by the fuel cell power generation process.
Under the typical provisions of both our LTSAs and PPAs, we provide services to monitor, operate, service and maintain power platforms to meet specified performance levels. Operations and maintenance are key drivers for power platforms to deliver their projected revenue and cash flows. The service aspects of our business model provide a recurring and predictable revenue stream for the Company.
Under the typical provisions of both our LTSAs and PPAs, we provide services to monitor, operate, service and maintain our systems to meet specified performance levels. Operations and maintenance are key drivers for installed projects to deliver their projected revenue and cash flows. The service aspects of our business model provide a recurring and predictable revenue stream for the Company.
In addition to our core commercial products, we engage strategically in research and development, both company-funded and carried out under grants from and commercial agreements with private companies and various government agencies through our Advanced Technologies programs.
In addition to our existing core molten carbonate-based commercial products, we engage strategically in research and development, both company-funded and carried out under grants from and commercial agreements with private companies and various government agencies through our Advanced Technologies programs.
We may elect to retain ownership of a project, or we may elect to sell all or some of the project to a third party.
We may elect to retain ownership of a fuel cell project, or we may elect to sell all or some of the project to a third party.
This requires a simple modification to the fuel cell module that can be incorporated into new platforms as well as retrofitted for existing systems during stack replacements.
This requires a simple modification to the fuel cell module that can be incorporated into new modules as well as retrofitted for existing modules during stack replacements.
As of October 31, 2024, Versa also had 13 pending U.S. patent applications and 30 patent applications pending in other jurisdictions. In addition, as of October 31, 2024, our subsidiary, FuelCell Energy Solutions, GmbH, had license rights to 2 U.S. patents and 7 patents outside the U.S.
As of October 31, 2025, Versa also had 13 pending U.S. patent applications and 24 patent applications pending in other jurisdictions. ​ In addition, as of October 31, 2025, our subsidiary, FuelCell Energy Solutions, GmbH, had license rights to 2 U.S. patents and 7 patents outside the U.S.
(See the sections below entitled “Engineering, Procurement and Construction” and “Service and Warranty Agreements” for more information.) We maintain the long-term recurring service obligation and associated revenues running conterminous with the life of such projects.
(See the sections below entitled “Engineering, Procurement and Construction” and “Service and Warranty Agreements” for more information.) We maintain the long-term recurring service obligation and associated revenues coterminously with the operating life of such projects.
We report the revenue earned under these programs as Advanced Technologies contract revenues in our Consolidated Statements of Operations and Comprehensive Loss. ​ We have historically worked on technology development with various U.S. government departments and agencies, including the U.S.
We report the revenue earned under these programs as Advanced Technologies contract revenues in our Consolidated Statements of Operations and Comprehensive Loss. ​ We have historically worked on technology development with various U.S. government departments and agencies, including the U.S. Department of Energy (the “DOE”) and the Department of State (the “DOS”).
In addition to these U.S. government departments and agencies, we also work to develop technologies through privately funded programs with companies like Canadian Natural Resources, Drax Group and ExxonMobil Technology and Engineering Company (formerly known as ExxonMobil Research and Engineering Company) (“EMTEC”). ​ Beyond the external funding sources described above, we intend to prudently invest capital to accelerate commercialization of solid oxide fuel cells, carbon capture and separation, and long-duration energy storage solutions, as discussed below in more detail in the section entitled “Company Funded Research and Development.” License and Joint Development Agreements with EMTEC EMTEC and FuelCell Energy began working together in 2016 under an initial joint development agreement with a focus on better understanding the fundamental science behind carbonate fuel cells for use in advanced applications and specifically how to increase efficiency in separating and concentrating carbon dioxide from the exhaust of natural gas-fueled power generation.
In addition to these U.S. government departments and agencies, we also work to develop technologies through privately funded programs with companies like Canadian Natural Resources and ExxonMobil Technology and Engineering Company (formerly known as ExxonMobil Research and Engineering Company) (“EMTEC”) along with the ExxonMobil Low Carbon Business Solutions business unit. ​ Beyond the external funding sources described above, we intend to prudently invest capital to accelerate commercialization of complementary technologies, including solid oxide electrolysis and carbon capture and separation, as discussed below in more detail in the section entitled “Company Funded Research and Development.” ​ 17 Table of Contents License and Joint Development Agreements with EMTEC EMTEC and FuelCell Energy began working together in 2016 under an initial joint development agreement with a focus on better understanding the fundamental science behind carbonate fuel cells for use in advanced applications and specifically how to increase efficiency in separating and concentrating carbon dioxide from the exhaust of natural gas-fueled power generation.
We are a complete solutions provider for our platform solutions, controlling the design, sales, manufacturing, installation, operations, and maintenance of our patented fuel cell technology under long-term power purchase and service agreements. When utilizing long-term PPAs, the end-user of the power or utility hosts the installation and only pays for power as it is delivered, avoiding up-front capital investment.
We are a complete solutions provider for our systems, controlling the design, development, sale, manufacturing, installation, operation, and maintenance of our patented fuel cell technology under long-term power purchase and service agreements. When utilizing long-term PPAs, the end-user of the power or utility hosts the installation and only pays for power as it is delivered, avoiding up-front capital investment.
In Korea, we are contracted to operate and maintain a number of large-scale utility platform deployments, including a 20 MW power plant project for Korea Southern Power Company (“KOSPO”), a 20 MW power plant project for Noeul Green Energy Co., Ltd., and a 59 MW power plant project for Gyeonggi Green Energy Co., Ltd.
In South Korea, we are contracted to operate and maintain a number of large-scale utility deployments, including a 20 MW power plant project for Korea Southern Power Company (“KOSPO”), a 20 MW power plant project for Noeul Green Energy Co., Ltd., and a 58.8 MW power plant project for Gyeonggi Green Energy Co., Ltd.
We directly employ field technicians to service the power platforms and maintain distribution centers near our customers to support the high availability of our platforms. For all operating fuel cell platforms not under a PPA, customers purchase long-term service agreements (“LTSAs”), some of which have terms of up to 20 years.
We directly employ field technicians to service our systems and maintain distribution centers near our customers to support the high availability of our systems. For all operating projects not under a PPA, customers purchase long-term service agreements (“LTSAs”), some of which have terms of up to 20 years.
Under our robust environmental, health and safety (“EH&S”) program, we strongly encourage the reporting of near misses to identify opportunities for 23 Table of Contents improvement and we are constantly evaluating our EH&S protocols in an effort to keep our facilities and workspaces environmentally friendly and safe for our team members, stakeholders, customers, and visitors. ​ We are committed to EH&S excellence.
Under our robust environmental, health and safety (“EH&S”) program, we strongly encourage the reporting of near misses to identify opportunities for improvement, and we regularly evaluate our EH&S protocols in an effort to keep our facilities and workspaces environmentally friendly and safe for our team members, stakeholders, customers, and visitors. We are committed to EH&S excellence.
In the event that interest rates continue to rise or there are changes in tax policy, our financial results could be harmed. ● Unanticipated increases or decreases in business growth have resulted and may continue to result in adverse consequences to our financial condition and business strategy. ● If our goodwill and other indefinite-lived intangible assets and long-lived assets (including project assets) become impaired, we may be required to record a significant charge to operations. ● Our Advanced Technologies contracts are subject to the risk of termination by the contracting party and we may not realize the full amounts allocated under some contracts due to the lack of Congressional appropriations or early termination. ● Utility companies may resist the adoption of distributed generation and could impose customer fees or interconnection requirements on our customers that could make our products less desirable. ● We depend on third party suppliers for the development and timely supply of key raw materials and components for our products. ● An increase in energy costs may materially adversely affect our business, financial condition, and results of operations. ● Failure to meet Environmental, Social, and Governance (“ESG”) expectations or standards or to achieve our ESG goals could adversely affect our business, results of operations, financial condition, and stock price. ● We derive significant revenue from contracts awarded through competitive bidding processes involving substantial costs and risks.
In the event that interest rates rise or there are changes in tax policy, our financial results could be harmed. ● Our plans are dependent on market acceptance of our products, and we currently face and will continue to face significant competition, including from products using other energy sources that may be lower priced or have preferred environmental characteristics. ● Unanticipated increases or decreases in business growth have resulted and may continue to result in adverse consequences to our financial condition and business strategy. ● Our workforce reduction may cause unintended consequences and our results of operations may be harmed. ● If our intangible assets and long-lived assets (including project assets) become impaired in the future, we may again be required to record a significant charge to operations. ● Our Advanced Technologies contracts are subject to the risk of termination by the contracting party and we may not realize the full amounts allocated under some contracts due to the lack of Congressional appropriations or early termination. ● Utility companies may resist the adoption of distributed generation and could impose customer fees or interconnection requirements on our customers that could make our products less desirable. ● We depend on third party suppliers for the development and timely supply of key raw materials and components for our products. ● An increase in energy costs may materially adversely affect our business, financial condition, and results of operations. ● Failure to meet Environmental, Social, and Governance (“ESG”) expectations or standards or to achieve our ESG goals could adversely affect our business, results of operations, financial condition, and stock price. ● We derive significant revenue from contracts awarded through competitive bidding processes involving substantial costs and risks.
In Amendment No. 5, the Company and EMTEC further extended the term of the Joint Development Agreement such that it will end on December 31, 2026 (unless terminated earlier), so that we and EMTEC may pursue continued work to allow for technical readiness of the Generation 2 Technology fuel cell module as well as additional continuous technology development. ​ In parallel with the Joint Development Agreement, we and EMTEC will pursue pioneer commercial deployments of the Generation 2 Technology with third parties, with us as the fuel cell module manufacturer for such deployments. ​ In furtherance of the ultimate goal of commercializing the Generation 2 Technology, Amendment No. 5 provides us, among other rights and benefits, with the ability to pursue new carbon capture projects with third parties for the remaining duration of the term of the Joint Development Agreement using Generation 1 Technology or Generation 2 Technology (provided that the use of Generation 2 Technology must be limited to the use of Generation 2 physical fuel cell properties and design elements in Generation 1 Technology modules), with any new sales of such activities, authorized work, and carbon capture projects, when summed together, having the capability of capturing no more than 250,000 tons of CO 2 on a cumulative annual basis. ​ Under Amendment No. 5, following expiration of the term of the Joint Development Agreement, the Company will also have the opportunity to continue to service continuing obligations for such projects entered into during the term of the Joint Development Agreement (e.g., completion of contracted builds, service and repair/replacement of components, etc.).
As amended to date, the term of the Joint Development Agreement will end on December 31, 2026 (unless terminated earlier), and we and EMTEC continue to work to allow for technical readiness of the Generation 2 Technology fuel cell module as well as pursue additional continuous technology development. ​ In parallel with the Joint Development Agreement, we and EMTEC will pursue pioneer commercial deployments of the Generation 2 Technology with third parties, with us as the fuel cell module manufacturer for such deployments. ​ Under the Joint Development Agreement, we may pursue new carbon capture projects with third parties for the remaining duration of the term of the Joint Development Agreement using Generation 1 Technology or Generation 2 Technology (provided that the use of Generation 2 Technology must be limited to the use of Generation 2 physical fuel cell properties and design elements in Generation 1 Technology modules), with any new sales of such activities, authorized work, and carbon capture projects, when summed together, having the capability of capturing no more than 250,000 tons of CO 2 on a cumulative annual basis. ​ Following expiration of the term of the Joint Development Agreement, the Company will also have the opportunity to continue to service continuing obligations for such projects entered into during the term of the Joint Development Agreement (e.g., completion of contracted builds, service and repair/replacement of components, etc.).
Pricing for LTSAs is based upon the value of service assurance and the markets in which we compete and includes all future maintenance and fuel cell module exchanges. Each model of our carbonate electrochemical platform has a target design life of 25-to-30 years.
Pricing for LTSAs is based upon the value of service assurance and the markets in which we compete and includes all future maintenance and fuel cell module exchanges. Each system has a target design life of 25-to-30 years.
Government funding, principally from the DOE and DOS, provided 4%, 3% and 6% of our revenue for the fiscal years ended October 31, 2024, 2023, and 2022, respectively.
Government funding, principally from the DOE and DOS, provided 2%, 4% and 3% of our revenue for the fiscal years ended October 31, 2025, 2024, and 2023, respectively.
Few also served on the board of directors of Marathon Oil (NYSE: MRO) from April 2019 to May 2022. ​ Mr. Few received his Bachelor’s Degree in Computer Systems in Business from Ohio University, and a Masters of Business Administration from Northwestern University’s J.L. Kellogg Graduate School of Management. ​ ​ ​ ​ ​ Michael S.
He previously served on the board of directors of Marathon Oil Corporation (NYSE: MRO) from April 2019 to May 2022. Mr. Few received his Bachelor’s Degree in Computer Systems in Business from Ohio University and his Master’s of Business Administration from Northwestern University’s J.L. Kellogg Graduate School of Management. ​ ​ ​ ​ ​ Michael S.
Our carbon separation technology allows carbon dioxide to be easily extracted and purified to the appropriate level for utilization or sequestration, significantly reducing the carbon footprint of the generated power from our fuel cell platforms.
Our carbon separation technology allows CO 2 to be easily extracted and purified to the appropriate level for utilization or sequestration, significantly reducing the carbon footprint of the generated power from our fuel cell systems.
We report the revenue earned under long-term maintenance and service agreements as Service agreements revenues in our Consolidated Statements of Operations and Comprehensive Loss. ​ Given the long history of investment in and deployment of our solutions, we believe we have distinct competitive advantages that underpin and enable our strategy, including a strong portfolio of products, intellectual property, deep technical expertise, strategic innovation and development relationships, and a track record of operational excellence. ​ ​ Product Platforms and Applications ​ Our product portfolio is based on our carbonate electrochemical platform.
We report the revenue earned under long-term maintenance and service agreements as Service agreements revenues in our Consolidated Statements of Operations and Comprehensive Loss. ​ Given our long history of developing, investing in and deploying our fuel cell solutions, we believe we have distinct competitive advantages that underpin and enable our strategy, including a strong portfolio of products, intellectual property, deep technical expertise, strategic innovation and development relationships, and a track record of operational excellence. ​ Our Product Platforms and Applications Our Carbonate Fuel Cell Platform ​ Our carbonate fuel cell platform is the cornerstone of our product portfolio.
In addition, we are also investing in our commercialization of our patented technologies, such as carbon capture and separation, solid oxide fuel cells, and solid oxide electrolysis cells for hydrogen production and energy storage as we believe these technologies represent significant future market opportunities.
In addition, we are also continuing to invest in our commercialization of our patented technologies, such as carbon capture and separation and solid oxide electrolysis for hydrogen production and energy storage as we believe these technologies represent significant future market opportunities.
By weight, approximately 93% of the entire power plant can be re-used or recycled at the end of its useful life. ​ Our manufacturing and research and development facility in Calgary, Alberta, Canada is focused on the engineering and development of our SOFC and SOEC technologies.
By weight, approximately 93% of the entire power plant can be re-used or recycled at the end of its useful life. ​ Our manufacturing and research and development facility in Calgary, Alberta, Canada is focused on the engineering and development of solid oxide electrolysis technology.
Our power platforms are producing power for a variety of industrial, commercial, municipal and government customers, including manufacturing facilities, pharmaceutical processing facilities, universities, healthcare facilities and wastewater treatment facilities.
Our carbonate fuel cell systems are producing power for a variety of industrial, commercial, municipal and government customers, including manufacturing facilities, pharmaceutical processing facilities, universities, healthcare facilities and wastewater treatment facilities.
This experience cannot be easily or quickly replicated and, combined with our trade secrets, proprietary processes and patents, safeguards our intellectual property rights. ​ As of October 31, 2024, we (excluding our subsidiaries) had 148 U.S. patents and 307 patents in other jurisdictions covering our fuel cell technology (in certain cases covering the same technology in multiple jurisdictions), with patents directed to various aspects of our carbonate technology, solid oxide fuel cell (“SOFC”) technology, proton exchange membrane (“PEM”) fuel cell technology and applications thereof.
This experience cannot be easily or quickly replicated, which, combined with our trade secrets, proprietary processes and patents, safeguards our intellectual property rights. ​ 19 Table of Contents As of October 31, 2025, we (excluding our subsidiaries) had 152 U.S. patents and 319 patents in other jurisdictions covering our fuel cell technology (in certain cases covering the same technology in multiple jurisdictions), with patents directed to various aspects of our carbonate technology, solid oxide fuel cell technology, proton exchange membrane fuel cell technology and applications thereof.
Our goal is to optimize the power platforms to meet expected operating parameters throughout their contracted service terms. In addition to our service agreements, we provide a warranty for our products against manufacturing or performance defects for a specific period of time.
Our goal is to optimize our fuel cell system to meet expected operating parameters throughout its contracted service terms. ​ In addition to our service agreements, we provide a warranty for our products against manufacturing or performance defects for a specific period of time.
Health and safety is both a bottom-up and top-down priority as the Company’s Board of Directors is actively engaged in ongoing review of our polices, protocols and performance. ​ Our EH&S core principles are: ● Zero injuries / incidents; ● Compliance with all legal obligations; ● Pollution prevention; ● Waste reduction; and ● Continual improvement. ​ We are also in the process of performing life cycle analyses on our products, as well as our production and office locations, and developing a roadmap to net zero carbon emissions. ​ Our safety performance is excellent and is demonstrated by experience modification rates below the industry average of 1.0 for the last 7 fiscal years: 2018: 0.62, 2019: 0.65, 2020: 0.59, 2021: 0.68, 2022: 0.088, 2023: 0.89 and 2024: 0.83.
Our EH&S core principles are: ● Zero injuries / incidents, ● Compliance with all legal obligations, ● Pollution prevention, ● Waste reduction, and ● Continual improvement. ​ We are also in the process of performing life cycle analyses on our products, as well as our production and office locations, and developing a roadmap to net zero carbon emissions. ​ Our safety performance is excellent and is demonstrated by experience modification rates below the industry average of 1.0 for the last 7 fiscal years: 2019: 0.65, 2020: 0.59, 2021: 0.68, 2022: 0.088, 2023: 0.89, 2024: 0.83, and 2025: 0.84.
The forward-looking statements contained in this report are subject to risks and uncertainties, known and unknown, that could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking statements, including, without limitation, the risks described under Item 1A - Risk Factors of this report and the following factors: ● general risks associated with product development and manufacturing, ● general economic conditions, ● changes in interest rates, which may impact project financing, ● supply chain disruptions, ● changes in the utility regulatory environment, ● changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power plants configured for carbon capture or carbon separation, ● potential volatility of commodity prices that may adversely affect our projects, ● availability of government subsidies and economic incentives for alternative energy technologies, ● risks that our restructuring plan will not result in the intended benefits or savings or will result in unanticipated costs, including but not limited to additional charges and/or higher than expected costs, ● our ability to remain in compliance with U.S. federal and state and foreign government laws and regulations, 4 Table of Contents ● our ability to maintain compliance with the listing rules of The Nasdaq Stock Market (“Nasdaq”), ● rapid technological change, ● competition, ● the risk that our bid awards will not convert to contracts or that our contracts will not convert to revenue, ● market acceptance of our products, ● changes in accounting policies or practices adopted voluntarily or as required by accounting principles generally accepted in the United States (“U.S.
Risk Factors of this report and the following risks and uncertainties: ● general risks associated with product development and manufacturing, ● general economic conditions, ● changes in interest rates, which may impact project financing, ● supply chain disruptions, ● changes in the utility regulatory environment, ● changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power plants configured for carbon capture or carbon separation, ● potential volatility of commodity prices that may adversely affect our projects, ● availability of government subsidies and economic incentives for alternative energy technologies, ● risks that our restructuring plans will not result in the intended benefits or savings or will result in unanticipated costs, including but not limited to additional charges and/or higher than expected costs or will yield unintended consequences to our remaining workforce and results of operations, 4 Table of Contents ● our ability to remain in compliance with U.S. federal and state and foreign government laws and regulations, ● our ability to maintain compliance with the listing rules of The Nasdaq Stock Market (“Nasdaq”), ● rapid technological change, ● competition, ● the risk that our bid awards will not convert to contracts or that our contracts will not convert to revenue, ● market acceptance of our products, ● changes in accounting policies or practices adopted voluntarily or as required by accounting principles generally accepted in the United States (“U.S.
To allow the Company to pursue such projects, in Amendment No. 5, EMTEC also granted to the Company a worldwide, non-exclusive, royalty-free, irrevocable (during the term of the Joint Development Agreement), non-sub-licensable license to EMTEC’s Generation 1 Technology as well as to EMTEC’s Generation 2 Technology physical fuel cell properties and design elements (including EMTEC’s background information and background patents relating to Generation 2 Technology physical fuel cell properties and design elements). ​ Amendment No. 5 also removed the cap on the maximum amount of research costs to be reimbursed by EMTEC, and instead includes an expected annual budget for the anticipated work through the remaining term of the Joint Development Agreement of at least $10.0 million per year, subject to approval by EMTEC.
To allow the Company to pursue such projects, EMTEC also granted to the Company a worldwide, non-exclusive, royalty-free, irrevocable (during the term of the Joint Development Agreement), non-sub-licensable license to EMTEC’s Generation 1 Technology as well as to EMTEC’s Generation 2 Technology physical fuel cell properties and design elements (including EMTEC’s background information and background patents relating to Generation 2 Technology physical fuel cell properties and design elements). ​ The expected annual budget for the anticipated work through the remaining term of the Joint Development Agreement is at least $10.0 million per year, subject to approval by EMTEC.
This strategy has the added benefit of streamlining our manufacturing processes, simplifying our supply chain, and lowering our working capital intensity.
We believe this strategy will have the added benefit of streamlining our manufacturing processes, simplifying our supply chain, and lowering our working capital intensity.
For perspective, total shipments in fiscal year 2023 weighed approximately 4.6 million pounds, of which only 14.0 pounds, or 0.000299%, represented 3TG minerals, so the presence of these minerals is negligible.
For perspective, total shipments in fiscal year 2024 weighed approximately 2.4 million pounds, of which only approximately 29 pounds, or 0.001207% of the total, represented 3TG minerals, so the presence of these minerals is negligible.
Our estimates, particularly as they relate to our general expectations concerning the electric power supply industry and the distributed generation market, the distributed hydrogen market, the energy storage market and the carbon capture market, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the section of this report entitled “Item 1A - Risk Factors.” Unless otherwise specifically noted herein, all degrees refer to Fahrenheit (“F”); kilowatt (“kW”) and megawatt (“MW”) numbers used in this report designate nominal or rated capacity of the referenced power plant which is the design rated output of the referenced power plant as of the date of initiation of commercial operations; “efficiency” or “electrical efficiency” means the ratio of the electrical energy generated in the conversion of a fuel to the total energy contained in the fuel (lower heating value, the standard for power plant generation, assumes the water in the product is in vapor form; as opposed to higher heating value, which assumes the water in the product is in liquid form, net of parasitic load); kW means 1,000 watts; MW means 1,000,000 watts; “kilowatt hour” (“kWh”) is equal to 1kW of power supplied to or taken from an electric circuit steadily for one hour; and one British Thermal Unit (“Btu”) is equal to the amount of heat necessary to raise one pound of pure water from 59 o F to 60 o F at a specified constant pressure.
Risk Factors.” Unless otherwise specifically noted herein, all degrees refer to Fahrenheit (“F”); kilowatt (“kW”) and megawatt (“MW”) numbers used in this report designate nominal or rated capacity of the referenced power plant which is the design rated output of the referenced power plant as of the date of initiation of commercial operations; “efficiency” or “electrical efficiency” means the ratio of the electrical energy generated in the conversion of a fuel to the total energy contained in the fuel (lower heating value, the standard for power plant generation, assumes the water in the product is in vapor form; as opposed to higher heating value, which assumes the water in the product is in liquid form, net of parasitic load); kW means 1,000 watts; MW means 1,000,000 watts; “kilowatt hour” (“kWh”) is equal to 1 kW of power supplied to or taken from an electric circuit steadily for one hour; and one British Thermal Unit (“Btu”) is equal to the amount of heat necessary to raise one pound of pure water from 59 o F to 60 o F at a specified constant pressure.
As it relates to our fuel cell modules, these improvements center around delivering more uniform temperature distribution within the stack modules with the intent of improving output over the life of the modules to achieve the product’s expected design life. Continued extension of design life and output of our modules over time is a core research and development focus.
As it relates to our fuel cell modules, these improvements center around delivering more uniform temperature distribution of the cell stack within the modules with the intent of improving efficiency and output over the life of the modules to achieve the product’s expected design life.
The SEC also maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC located at http://www.sec.gov. 24 Table of Contents Information about our Executive Officers ​ ​ ​ ​ ​ ​ NAME AGE PRINCIPAL OCCUPATION ​ ​ ​ ​ ​ Jason B. Few President, Chief Executive Officer ​ 58 ​ Mr.
The SEC also maintains a website that contains reports and other information regarding issuers that file electronically with the SEC located at http://www.sec.gov. 25 Table of Contents Information about our Executive Officers ​ ​ ​ ​ ​ ​ NAME ​ ​ AGE ​ ​ ​ PRINCIPAL OCCUPATION ​ ​ ​ ​ ​ Jason B.
Mr. Few also previously served as a Senior Advisor to Verve Industrial Protection, an industrial cybersecurity software company, since 2016. Mr. Few was elected to the board of directors of Enbridge Inc. (NYSE: ENB) effective May 4, 2022, and serves on the Audit, Finance and Risk and Sustainability Committees. Mr.
He also served as a Senior Advisor to Verve Industrial Protection, an industrial cybersecurity software company, from 2016 to 2019. Mr. Few was elected to the board of directors of Enbridge Inc. (NYSE: ENB) effective May 4, 2022, where he now chairs the Governance Committee and serves on the Audit, Finance and Risk Committee.
Government Regulation Our Company and our products are subject to various federal, provincial, state and local laws and regulations relating to, among other things, land use, safe working conditions, handling and disposal of hazardous and potentially hazardous substances and emissions of pollutants into the atmosphere.
We accrue for estimated future warranty costs based on historical experience. ​ Government Regulation and Public Policy Our Company and our products are subject to various federal, provincial, state and local laws and regulations relating to, among other things, land use, safe working conditions, handling and disposal of hazardous and potentially hazardous substances and emissions of pollutants into the atmosphere.
BUSINESS Page ​ ​ ​ Forward-Looking Statement Disclaimer ​ 4 ​ ​ ​ Risk Factor Summary ​ 6 ​ ​ ​ General Information ​ 8 ​ ​ ​ Business Overview ​ 9 ​ ​ ​ Our Market Opportunity ​ 9 ​ ​ ​ Our Business Strategy ​ 10 ​ ​ ​ Our Business Model and Competitive Advantages ​ 11 ​ ​ ​ Product Platforms and Applications ​ 12 ​ ​ ​ Our Product Platform Applications – Current and Future ​ 13 ​ ​ ​ Our Markets ​ 14 ​ ​ ​ Levelized Cost of Energy ​ 15 ​ ​ ​ Competition ​ 15 ​ ​ ​ Our Commitment to Sustainability ​ 16 ​ ​ ​ Advanced Technologies Programs ​ 17 ​ ​ ​ License and Joint Development Agreements with EMTEC ​ 17 ​ ​ ​ Company Funded Research and Development ​ 19 ​ ​ ​ Proprietary Rights and Licensed Technology ​ 19 ​ ​ ​ Manufacturing and Service Facilities ​ 20 ​ ​ ​ Raw Material Sourcing and Supplier Relationships ​ 21 ​ ​ ​ Engineering, Procurement and Construction ​ 22 ​ ​ ​ Services and Warranty Agreements ​ 22 ​ ​ ​ Significant Developments in Government Activity ​ 22 ​ ​ ​ Government Regulation ​ 23 ​ ​ ​ Significant Customers ​ 23 ​ ​ ​ People and Organizational Development ​ 23 ​ ​ ​ Available Information ​ 24 ​ ​ 3 Table of Contents Forward-Looking Statement Disclaimer This Annual Report on Form 10-K contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”).
BUSINESS ​ ​ ​ Page ​ ​ ​ Forward-Looking Statement Disclaimer ​ 4 ​ ​ ​ Risk Factor Summary ​ 6 ​ ​ ​ General Information ​ 8 ​ ​ ​ Overview ​ 9 ​ ​ ​ Our Market Opportunity and Value Proposition ​ 9 ​ ​ ​ Our Markets ​ 11 ​ ​ ​ Our Business Strategy ​ 11 ​ ​ ​ Recent Restructuring ​ 12 ​ ​ ​ Our Business Model ​ 12 ​ ​ ​ Our Product Platform and Applications ​ 13 ​ ​ ​ Competition ​ 16 ​ ​ ​ Our Commitment to Sustainability ​ 17 ​ ​ ​ Research and Development ​ 17 ​ ​ ​ Proprietary Rights and Licensed Technology ​ 19 ​ ​ ​ Manufacturing and Service Facilities ​ 20 ​ ​ ​ Raw Material Sourcing and Supplier Relationships ​ 21 ​ ​ ​ Engineering, Procurement and Construction ​ 22 ​ ​ ​ Services and Warranty Agreements ​ 22 ​ ​ ​ Government Regulation and Public Policy ​ 22 ​ ​ ​ Significant Customers ​ 24 ​ ​ ​ Human Capital Management and Development ​ 24 ​ ​ ​ Available Information ​ 25 ​ ​ 3 Table of Contents Forward-Looking Statement Disclaimer This Annual Report on Form 10-K contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”).
As of October 31, 2024, we also had 28 patent applications pending in the U.S. and 86 patent applications pending in other jurisdictions. ​ As of October 31, 2024, our subsidiary, Versa Power Systems, Ltd. (“Versa”), had 19 U.S. patents and 68 international patents covering SOFC technology (in certain cases covering the same technology in multiple jurisdictions).
As of October 31, 2025, we also had 29 patent applications pending in the U.S. and 79 patent applications pending in other jurisdictions. ​ As of October 31, 2025, our subsidiary, Versa Power Systems, Ltd. (“Versa”), had 19 U.S. patents and 63 international patents covering solid oxide fuel cell technology (in certain cases covering the same technology in multiple jurisdictions).
Non-recurring revenue is generated through power platform and component sales, as well as from public and private industry research contracts related to the development of our Advanced Technologies (which are discussed in more detail below).
Non-recurring revenue is generated through product and component sales, as well as from public and private industry research contracts related to the development of our Advanced Technologies.
(in certain cases covering the same technology in multiple jurisdictions) for carbonate fuel cell technology licensed from Fraunhofer IKTS. ​ 19 Table of Contents We continue to innovate, and no patent expiration, either individually or in the aggregate, is expected to have any material impact on our current or anticipated operations. ​ Certain of our U.S. patents are the result of government-funded research and development programs, including our DOE programs.
(in certain cases covering the same technology in multiple jurisdictions) for carbonate fuel cell technology licensed from Fraunhofer IKTS. We continue to innovate, and no patent expiration, either individually or in the aggregate, is expected to have any material impact on our current or anticipated operations.
U.S. patents we own that resulted from government-funded research are subject to the government potentially exercising “march-in” rights.
Certain of our U.S. patents are the result of government-funded research and development programs, including our DOE programs. U.S. patents we own that resulted from government-funded research are subject to the government potentially exercising “march-in” rights.
Cost effective and efficient carbon capture from these two applications globally represents a large market because it could enable clean use of all available fuels.
The cost effective and efficient capture of CO 2 from power generation and industrial applications globally represents a large market because it could enable clean use of all available hydrocarbon fuels.
Few was appointed President and Chief Executive Officer in August 2019 and has served as a director since 2018. Mr. Few chairs the Executive Committee of the Board of Directors (the “Board”). Mr. Few previously served as the Company’s Chief Commercial Officer from September 2019 to March 2022. Prior to joining FuelCell Energy, Mr.
Few President, Chief Executive Officer ​ 59 ​ Mr. Few has served as President and Chief Executive Officer of the Company since August 2019 and as a director since 2018. He chairs the Executive Committee of our Board of Directors. From September 2019 to March 2022, he also served as the Company’s Chief Commercial Officer.
Our contracted projects may not convert to revenue, and our project awards and sales pipeline may not convert to contracts, which may have a material adverse effect on our revenue and cash flows. ● We have signed product sales contracts, engineering, procurement and construction contracts (“EPCs”), power purchase agreements (“PPAs”) and long-term service agreements with customers subject to contractual, technology, operating, commodity (i.e., natural gas) and fuel pricing risks, as well as market conditions that may affect our operating results. ● We extend product warranties for our products, which products are complex and could contain defects and may not operate at expected performance levels, which could impact sales and market adoption of our products, affect our operating results or result in claims against us. ● We currently face and will continue to face significant competition, including from products using other energy sources that may be lower priced or have preferred environmental characteristics.
Our contracted projects may not convert to revenue, and our project awards and sales pipeline may not convert to contracts, which may have a material adverse effect on our revenue and cash flows. ● We have signed product sales contracts, engineering, procurement and construction contracts (“EPCs”), power purchase agreements (“PPAs”) and long-term service agreements with customers subject to contractual, technology, operating, commodity (i.e., natural gas) and fuel pricing risks, as well as market conditions that may affect our operating results. ● We extend product warranties for our products, which products are complex and could contain defects and may not operate at expected performance levels, which could impact sales and market adoption of our products, affect our operating results or result in claims against us. ● Our development timeline for bringing our solid oxide electrolysis technology to market has shifted as a result of delays in adoption of clean energy technologies generally and implementation of our recent global 6 Table of Contents restructuring actions, which have re-focused our business on our core carbonate technologies.
Few served as President of Sustayn Analytics LLC, a cloud-based software waste and recycling optimization company, since 2018, and as the Founder and Senior Managing Partner of BJF Partners LLC, a privately held strategic consulting firm, since 2016. Mr.
Prior to joining FuelCell Energy, Mr. Few served as President of Sustayn Analytics LLC, a cloud-based artificial intelligence and machine learning waste and recycling optimization company, from 2018 to 2019. In addition, Mr. Few has served as Founder and Senior Managing Partner of BJF Partners LLC, a privately held strategic consulting firm, since 2016.
Dolger received a Bachelor of Arts Degree from the State University of New York at Albany and Juris Doctor from Pace University School of Law. ​ ​ ​ ​ ​ Mark Feasel Executive Vice President, Chief Commercial Officer ​ 54 ​ Mr. Feasel was appointed Executive Vice President and Chief Commercial Officer in April 2022. Mr.
Dolger received a Bachelor of Arts Degree from the State University of New York at Albany and Juris Doctor from Pace University School of Law. ​ ​ ​ ​ ​ Shankar Achanta Executive Vice President, Chief Product and Technology Officer ​ 47 ​ Mr.
The initial focus of the Joint Development Agreement was to further enhance carbonate fuel cell technology for the purpose of capturing carbon dioxide from industrial facilities. The Joint Development Agreement, which initially had a two-year term, commenced effective as of October 31, 2019.
The initial focus of the Joint Development Agreement was to further enhance carbonate fuel cell technology for the purpose of capturing carbon dioxide from industrial facilities.
For all operating fuel cell platforms not operating under a PPA, customers enter into long-term service agreements with us, some of which have terms of up to 20 years.
We typically operate and maintain our fuel cell projects over their useful life regardless of the ownership structure. For projects not operating under a PPA, customers enter into long-term service agreements with us, some of which have terms of up to 20 years.
This strategy allows us to leverage our manufacturing capacity, focusing on the critical aspects of the power plant where we have specialized knowledge and expertise and possess extensive intellectual property. BOP components are shipped directly to a project site and are then assembled with the fuel cell module into a complete power plant.
The BOP components are either purchased directly from suppliers or the manufacturing is outsourced based on our designs and specifications. This strategy allows us to leverage our manufacturing capacity, focusing on the critical aspects of the power plant where we have specialized knowledge and expertise and possess extensive intellectual property.
This module-centric strategy allows us to concentrate our resources on developing the high-efficiency stacks and allowing the engineering work surrounding the balance of plant design, site design, and EPC work to be managed by the large-scale project developers.
We have adopted a module-centric strategy to allow us to concentrate our resources on developing high-efficiency stacks and are seeking partnerships to further our commercialization efforts. Such a partnership would allow the complexities and expenses of system customization, site design, balance of plant procurement and EPC work to be managed by large-scale project developers.
We target a range of markets and applications with our products, including utilities and independent power producers, data centers, wastewater treatment, commercial and hospitality, food and beverage, and microgrids, among others. We market our products primarily in the United States, Europe and Korea, and we are also pursuing opportunities in other countries around the world.
We target a range of markets and applications with our products, including utilities and independent power producers, data centers, wastewater treatment, commercial and hospitality, and microgrids, among others. We market our products primarily in the U.S. and Canada, the European Union (the “EU”) and the United Kingdom (the “UK”), and priority Asian markets including South Korea, Singapore, Malaysia, and Thailand.
Bishop received his Bachelor of Science in Accounting from Boston University and a Masters of Business Administration from the University of Connecticut. ​ ​ ​ ​ ​ Michael Lisowski Executive Vice President, Strategic Partnerships ​ 55 ​ Mr. Lisowski was appointed Executive Vice President, Strategic Partnerships in April 2024. Prior to this, Mr.
Bishop received his Bachelor of Science in Accounting from Boston University and a Masters of Business Administration from the University of Connecticut. ​ ​ ​ ​ ​ ​ ​ ​ ​ Joshua Dolger Executive Vice President, General Counsel and Corporate Secretary ​ 51 ​ Mr.
We market our clean energy solutions worldwide, with a longstanding presence in the United States, Europe and Korea, the largest developed fuel cell market. The utilities and independent power producer market has historically been our largest market with customers that include utilities on the East and West coasts of the United States, such as UIL Holdings Corporation, Inc.
The utilities and independent power producer market has historically been our largest market, with customers that include utilities on the East and West coasts of the United States, such as UIL Holdings Corporation, Inc. (owned by Avangrid, Inc., a wholly owned subsidiary of Iberdrola), the Long Island Power Authority (“LIPA”) and Southern California Edison.
We offer a comprehensive portfolio of services, including engineering, project management and installation, and long-term operating and maintenance programs, including trained technicians that remotely monitor and operate our platforms around the world, 24 hours a day and 365 days a year.
The ability to rapidly and safely execute installations minimizes high-cost construction period financing and can assist customers in certain situations when the commercial operations date for a project is time sensitive. ​ ​ ​ Services and Warranty Agreements We offer a comprehensive portfolio of services, including engineering, project management and installation, and long-term operating and maintenance programs, including trained technicians that remotely monitor and operate our systems around the world, 24 hours a day and 365 days a year.
We focus on generating revenue from our core recurring and non-recurring revenue sources, while working to identify the next trends in clean energy we believe we can commercialize, take to market, and grow into future revenue streams. ​ Our Market Opportunity ​ While there have been many challenges for the clean energy sector during the past 18-24 months, we continue to believe a large and growing addressable market opportunity exists for our commercially available solutions and those solutions which we are actively developing for commercialization.
We focus on generating revenue from our core recurring and non-recurring revenue sources, while working to identify the next trends in clean energy we believe we can commercialize, take to market, and grow into future revenue streams .
We also constructed a SureSource 1500 in Torrington during fiscal year 2022, which operates as a testing facility for qualifying new supplier components and performance testing and validation of continued platform innovations. Additionally, we completed the construction of an on-site fuel cell demonstration and test unit in fiscal year 2024.
We also constructed a SureSource 1500 in Torrington during fiscal year 2022, which operates as a testing facility for qualifying new supplier components and performance testing and validation of continued platform innovations, including carbon recovery. As of October 31, 2025, the Torrington facility was operating at a 41 MW per year annualized production rate on a single production shift.
This facility also houses our SOFC and SOEC stack research and development effort and includes equipment for the manufacturing of solid oxide cells and stacks, including advanced manufacturing capabilities. Beginning in fiscal year 2022, we started making additional investments in the Calgary facility to establish a center of competence and excellence for solid oxide cell and stack research and manufacturing.
This facility also houses our stack research and development effort and includes equipment for the manufacturing of solid oxide electrolysis cells and stacks, including advanced manufacturing capabilities.
Over time, as we replace fuel cell stacks in our deployed modules, we intend to integrate our carbon separation technology, making every platform receiving a module upgrade carbon separation ready. ​ Our Markets We target four distinct market opportunities: 14 Table of Contents ● Distributed Generation: This includes utilities and independent power producers, data centers, wastewater treatment, and other behind the meter and microgrid applications; ● Carbon Recovery and Utilization: This includes food and beverage and various industrial applications; ● Carbon Capture: This includes high CO 2 emitters such as the oil and gas sector; and ● Distributed Hydrogen: This includes industrial hydrogen applications like fertilizer, mobility and material handling, port applications, and large-scale wind and solar projects for their ability to produce green hydrogen via electrolysis.
By supporting hybrid configurations, our systems can deliver firm, dispatchable power while complementing intermittent renewables and legacy generation assets. ​ See the section below entitled “Our Markets” for information regarding our existing and target markets . ​ 10 Table of Contents Our Markets ​ We target three major market opportunities with our technology—distributed generation; carbon capture, utilization and sequestration; and distributed hydrogen. ● Distributed Generation: This includes utilities and independent power producers, data centers, wastewater treatment, and other behind the meter and microgrid applications; ● Carbon Capture, Utilization and Sequestration: This includes data centers and other industrial applications as well as high CO 2 emitters such as the oil and gas sector; and ● Distributed Hydrogen: This includes industrial hydrogen applications like fertilizer, mobility and material handling, port applications, and large-scale wind and solar projects for their ability to produce green hydrogen via electrolysis.
We undertake both privately funded and publicly funded research and development to develop and grow these opportunities, reduce product and output costs, and expand our technology portfolio. Our Advanced Technologies programs are currently focused on continued development and commercialization of our solutions that advance solid oxide fuel cells, distributed hydrogen, and carbon capture.
Advanced Technologies Programs Our Advanced Technologies programs include research and development and demonstration programs funded by third parties. We undertake both privately funded and publicly funded research and development to develop and grow these opportunities, reduce product and output costs, and expand our technology portfolio.
However, in November 2024, we announced a global restructuring of our operations in the U.S., Canada, and Germany that aims to reduce operating costs, realign resources toward advancing the Company’s core technologies, and protect the Company’s competitive position amid slower-than-expected-investments in clean energy. This restructuring plan also includes the deferment and cancelation of certain previously planned capital and project expenditures.
In June 2025, we announced a second global restructuring plan to further reduce operating costs, realign resources toward advancing the Company’s core carbonate technologies, and protect the Company’s competitive position amid slower-than-expected market investments in clean energy.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. If any such risks actually occur, our business, financial condition, or results of operations could be materially and adversely affected.
The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, financial condition, or results of operations. If any such risks actually occur, our business, financial condition, or results of operations could be materially and adversely affected.
The amount of costs incurred on a cumulative to date basis as a function of estimated costs at completion is applied to contract consideration to determine the cumulative revenue that should be recognized to date. We have contracted under long-term service agreements with certain customers to provide service on our products over terms up to 20 years.
The amount of costs incurred on a cumulative to date basis as a function of estimated costs at completion is applied to contract consideration to determine the cumulative revenue that should be recognized to date. We have contracted under long-term service agreements with certain customers to provide service on our products over terms of up to 20 years.
Furthermore, on November 5, 2019, we entered into the EMTEC Joint Development Agreement, pursuant to which we agreed to grant EMTEC and its affiliates a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, sub-licensable, non-transferable (subject to certain exceptions) right and license to practice certain Company background intellectual property (to the extent not already licensed pursuant to the EMTEC License Agreement) for new carbonate fuel cell technology in carbon capture applications and hydrogen applications.
Furthermore, on November 5, 2019, we entered into the Joint Development Agreement, pursuant to which we agreed to grant EMTEC and its affiliates a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, sub-licensable, non-transferable (subject to certain exceptions) right and license to practice certain Company background intellectual property (to the extent not already licensed pursuant to the EMTEC License Agreement) for new carbonate fuel cell technology in carbon capture applications and hydrogen applications.
Higher energy costs result in increases in operating expenses at our manufacturing facilities, in the expense of shipping materials to our facilities, and in the expense of operating our projects for which we procure natural gas, all of which may in turn adversely affect our business, financial condition, and results of operations. ​ 30 Table of Contents Failure to meet Environmental, Social, and Governance (“ESG”) expectations or standards or to achieve our ESG goals could adversely affect our business, results of operations, financial condition, and stock price. ​ In recent years, there has been an increased focus from stakeholders on ESG matters, including greenhouse gas emissions and climate-related risks, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible sourcing and supply chain, human rights, and social responsibility.
Higher energy costs result in increases in operating expenses at our manufacturing facilities, in the expense of shipping materials to our facilities, and in the expense of operating our projects for which we procure natural gas, all of which may in turn adversely affect our business, financial condition, and results of operations. ​ 31 Table of Contents Failure to meet Environmental, Social, and Governance (“ESG”) expectations or standards or to achieve our ESG goals could adversely affect our business, results of operations, financial condition, and stock price. ​ In recent years, there has been an increased focus from stakeholders on ESG matters, including greenhouse gas emissions and climate-related risks, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible sourcing and supply chain, human rights, and social responsibility.
In the event that interest rates continue to rise or there are changes in tax policy, our financial results could be harmed. ​ Rising interest rates may increase our cost of capital. Part of our business strategy is to generate positive cash flows after debt service from our generation operating portfolio.
In the event that interest rates rise or there are changes in tax policy, our financial results could be harmed. ​ Rising interest rates may increase our cost of capital. Part of our business strategy is to generate positive cash flows after debt service from our generation operating portfolio.
Our results of operations could be adversely affected by economic and political conditions globally and the effects of these conditions on our customers’ businesses and levels of business activity. ​ Economic and political events in 2023 and 2024 have altered the landscape in which we and other U.S. companies operate in a variety of ways.
Our results of operations could be adversely affected by economic and political conditions globally and the effects of these conditions on our customers’ businesses and levels of business activity. ​ Economic and political events in 2023, 2024 and 2025 have altered the landscape in which we and other U.S. companies operate in a variety of ways.
We also contract with private sector companies under certain Advanced Technologies contracts to develop strategically important and complementary offerings. ​ Generally, our privately funded Advanced Technologies contracts, including our EMTEC Joint Development Agreement, contracted demonstration projects undertaken with EMTEC or other ExxonMobil affiliates, and our government research and development contracts are subject to the risk of termination at the convenience of the contracting party and may contain 29 Table of Contents certain milestones and deliverables which we may not be able to meet if actual results or the timing of deliverables differ materially from our original estimates or contractually agreed timelines.
We also contract with private sector companies under certain Advanced Technologies contracts to develop strategically important and complementary offerings. ​ Generally, our privately funded Advanced Technologies contracts, including our Joint Development Agreement with EMTEC, our contracted demonstration projects undertaken with EMTEC or other ExxonMobil affiliates, and our government research and development contracts are subject to the risk of termination at the convenience of the contracting party and may contain certain milestones and deliverables which we may not be able to meet if actual results or the timing of deliverables differ materially from our original estimates or contractually agreed timelines.
The occurrence of defects has also caused and may continue to cause us to incur significant warranty, support and repair costs in excess of our estimates, could divert the 32 Table of Contents attention of our engineering personnel from our product development efforts, and could harm our relationships with our customers.
The occurrence of defects has also caused and may continue to cause us to incur significant warranty, support and repair costs 33 Table of Contents in excess of our estimates, could divert the attention of our engineering personnel from our product development efforts, and could harm our relationships with our customers.
Pursuant to the EMTEC License Agreement, we granted EMTEC and its affiliates a non-exclusive, worldwide, fully-paid, perpetual, irrevocable, non-transferable license and right to use our patents filed on or before April 30, 2021, and any data, know-how, improvements, equipment designs, methods, processes and the like provided directly by us or our affiliates to EMTEC or its affiliates under any agreement or otherwise, on or before April 30, 2021, to the extent it is useful to research, develop and commercially exploit carbonate fuel cells in applications in which the fuel cells concentrate carbon dioxide from external industrial and power sources and for any other purpose attendant thereto or associated therewith.
Pursuant to the EMTEC License Agreement, we granted EMTEC and its affiliates a non-exclusive, worldwide, fully-paid, perpetual, irrevocable, non-transferable license and right to use our patents filed on or before April 30, 2021, and any data, know-how, improvements, equipment designs, methods, processes and the like provided directly by us or our affiliates to EMTEC or its affiliates under any agreement or otherwise, on or before April 30, 2021, to the extent it is useful to research, develop and commercially exploit carbonate fuel cells in applications in which the fuel cells concentrate carbon dioxide from external industrial and power sources and for any 39 Table of Contents other purpose attendant thereto or associated therewith.
These same or similar conditions and contingencies may be required by financiers in order to draw on financing to complete a project. If these conditions or contingencies are not satisfied, or changes in laws affecting project awards occur, or awards are revoked or cancelled, project awards may not convert to contracts, and installations may be delayed or canceled.
These same or similar conditions and contingencies may be required by financiers in order for us to draw on financing to complete a project. If these conditions or contingencies are not satisfied, or changes in laws affecting project awards occur, or awards are revoked or cancelled, project awards may not convert to contracts, and installations may be delayed or canceled.
This could have an adverse impact on our revenue and cash flow and our ability to complete construction of a project. 31 Table of Contents We have signed product sales contracts, EPCs, PPAs and long-term service agreements with customers subject to contractual, technology, operating, commodity (i.e. natural gas) and fuel pricing risks as well as market conditions that may affect our operating results.
This could have an adverse impact on our revenue and cash flow and our ability to complete construction of a project. 32 Table of Contents We have signed product sales contracts, EPCs, PPAs and long-term service agreements with customers subject to contractual, technology, operating, commodity (i.e. natural gas) and fuel pricing risks as well as market conditions that may negatively affect our operating results.
If we are unable to generate such cash flows, we may be required to adopt one or more alternatives, such as selling assets, restructuring operations, restructuring debt or obtaining additional equity capital on terms that may be onerous or dilutive.
If we are unable to generate such cash flows, we may be required to adopt one or more alternatives, such as selling assets, further restructuring our operations, restructuring our debt or obtaining additional equity capital on terms that may be onerous or dilutive.
If we fail to maintain compliance with the minimum bid price requirement or to meet the other applicable continued listing requirements in the future and Nasdaq determines to delist our common stock, the delisting could adversely affect the market price and liquidity of our common stock, reduce our ability to raise additional capital and result in operational challenges and damage to investor relations and market reputation.
If we fail to maintain compliance with the minimum bid price requirement or to meet the other applicable continued listing requirements in the future and Nasdaq determines to delist our common stock, the 41 Table of Contents delisting could adversely affect the market price and liquidity of our common stock, reduce our ability to raise additional capital and result in operational challenges and damage to investor relations and market reputation.
As a result, we are subject to currency translation and transaction risk. Changes in exchange 43 Table of Contents rates between foreign currencies and the U.S. dollar could affect our net sales and cost of sales and could result in exchange gains or losses. We cannot accurately predict the impact of future exchange rate fluctuations on our results of operations.
As a result, we are subject to currency translation and transaction risk. Changes in exchange rates between foreign currencies and the U.S. dollar could affect our net sales and cost of sales and could result in exchange gains or losses. We cannot accurately predict the impact of future exchange rate fluctuations on our results of operations.
Furthermore, with respect to government-funded contracts, irrespective of the amounts allocated by the contracting agency, such contracts are subject to annual Congressional appropriations and the results of government or agency sponsored reviews and audits of our cost reduction projections and efforts.
Furthermore, with respect to government-funded contracts, irrespective of the amounts allocated by the contracting agency, such contracts are subject 30 Table of Contents to annual Congressional appropriations and the results of government or agency sponsored reviews and audits of our cost reduction projections and efforts.
Furthermore, the conversion rate applicable to the Series B Preferred Stock is subject to additional adjustment upon the occurrence of certain events. 41 Table of Contents The Series B Preferred Stock ranks senior to our common stock with respect to payments upon liquidation, dividends, and distributions.
Furthermore, the conversion rate applicable to the Series B Preferred Stock is subject to additional adjustment upon the occurrence of certain events. The Series B Preferred Stock ranks senior to our common stock with respect to payments upon liquidation, dividends, and distributions.
Prolonged inflationary conditions, high and/or increased interest rates, and additional sanctions or retaliatory measures related to the Russia-Ukraine crisis, or other geo-political situations, could further negatively affect U.S. and international commerce and exacerbate or prolong the period of high energy prices and supply chain constraints.
Prolonged inflationary conditions, high and/or increased interest rates, and additional sanctions or retaliatory 43 Table of Contents measures related to the Russia-Ukraine crisis, tariffs or other geo-political situations, could further negatively affect U.S. and international commerce and exacerbate or prolong the period of high energy prices and supply chain constraints.
If any of our project assets are not considered commercially viable or costs are not deemed to be recoverable, we would be required to record a charge reflecting the impairment of such project assets. ​ Our Advanced Technologies contracts are subject to the risk of termination by the contracting party and we may not realize the full amounts allocated under some contracts due to the lack of Congressional appropriations or early termination. ​ A portion of our revenues has been derived from long-term cooperative agreements and other contracts with the DOE and other U.S. government agencies.
When a project asset is not considered commercially viable or costs are not deemed to be recoverable, we are required to record a charge reflecting the impairment of such project asset. ​ Our Advanced Technologies contracts are subject to the risk of termination by the contracting party and we may not realize the full amounts allocated under some contracts due to the lack of Congressional appropriations or early termination. ​ A portion of our revenues has been derived from long-term cooperative agreements and other contracts with the DOE and other U.S. government agencies.
Also, if our restructuring plan and workforce reduction does not result in the intended benefits or savings or results in unanticipated costs, including but not limited to additional charges and/or higher than expected severance and employee termination benefits costs, or if we are unable to successfully implement our restructuring plan during the expected timeframe, our results of operations and financial condition could be materially adversely affected.
If our restructuring plan and workforce reduction do not result in the intended benefits or savings or result in unanticipated costs, including, but not limited to, additional charges and/or higher than expected severance and employee termination benefits costs, or if we are unable to successfully implement our restructuring plan, our results of operations and financial condition could be materially adversely affected.
Several companies in the U.S. are engaged in fuel cell development, although we are the only domestic company engaged in manufacturing and deployment of stationary carbonate fuel cells. Other emerging fuel cell technologies include small or portable PEM fuel cells, stationary phosphoric acid fuel cells, stationary solid oxide fuel cells, and small residential solid oxide fuel cells.
Several companies in the U.S. are engaged in fuel cell development, although we are the only domestic company engaged in manufacturing and deployment of stationary carbonate fuel cells. Other emerging fuel cell technologies include small or portable proton exchange membrane fuel cells, stationary phosphoric acid fuel cells, stationary solid oxide fuel cells, and small residential solid oxide fuel cells.
We believe that our businesses are operating in compliance in all material respects with applicable environmental laws; however, these laws and regulations have changed frequently 36 Table of Contents in the past and it is reasonable to expect additional and more stringent changes in the future.
We believe that our businesses are operating in compliance in all material respects with applicable environmental laws; however, these laws and regulations have changed frequently in the past and it is reasonable to expect additional and more stringent changes in the future.
If we are unable to meet cost or performance goals with respect to these products once commercialized, including goals for power output, hydrogen production, rates of carbon capture, useful life and reliability, then our ability to generate revenue and achieve profitability from sales of these new products will be delayed or may not occur at all.
If we are unable to meet cost or performance goals with respect to our solid oxide electrolysis product or our carbon capture products once commercialized, including goals for power output, hydrogen production, rates of carbon capture, useful life and reliability (as applicable), then our ability to generate revenue and achieve profitability from sales of these new products will be delayed or may not occur at all.
As of October 31, 2024, Versa also had 13 pending U.S. patent applications and 30 patent applications pending in other jurisdictions. In addition, as of October 31, 2024, our subsidiary, FuelCell Energy Solutions, GmbH, had license rights to 2 U.S. patents and 7 patents outside the U.S.
As of October 31, 2025, Versa also had 13 pending U.S. patent applications and 24 patent applications pending in other jurisdictions. In addition, as of October 31, 2025, our subsidiary, FuelCell Energy Solutions, GmbH, had license rights to 2 U.S. patents and 7 patents outside the U.S.
Although our platforms do not combust fuels for the generation of electricity, the fuels we use are combustible and may be toxic. In addition, our SureSource products operate at high temperatures and use corrosive carbonate material, which could expose us to potential liability claims.
Although our platforms do not combust fuels for the generation of electricity, the fuels we use are combustible and may be toxic. In addition, our molten carbonate and solid oxide electrolysis products operate at high temperatures and use corrosive carbonate material, which could expose us to potential liability claims.
Project assets and property, plant and equipment impairment charges totaled approximately $1.3 million, $2.4 million and $1.8 million for the fiscal years ended October 31, 2024, 2023 and 2022, respectively. ​ As required by accounting rules, we review our goodwill for impairment at least annually as of July 31 or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit that has goodwill is less than its carrying value.
Project assets, property, plant and equipment, goodwill, indefinite-lived intangible assets and inventory impairment charges totaled approximately $65.8 million, $1.3 million and $2.4 million for the fiscal years ended October 31, 2025, 2024 and 2023, respectively. ​ As required by accounting rules, we review any goodwill and/or indefinite-lived intangible assets recorded on our balance sheet for impairment at least annually as of July 31 or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit that has goodwill is less than its carrying value.
We develop complex and evolving products and we continue to advance the capabilities of our fuel cell stacks. We produce carbonate fuel stacks with a 7-year cell design life. We are also in the process of manufacturing and selling SOEC and SOFC products. We provide product warranties for a specific period of time against manufacturing or performance defects.
We develop complex and evolving products, and we continue to advance the capabilities of our fuel cell stacks. We produce carbonate fuel stacks with a 7-year cell design life. We provide product warranties for a specific period of time against manufacturing or performance defects.
If we do raise additional capital utilizing equity, existing stockholders will suffer dilution. If we do not raise additional capital, our business could fail or be materially and adversely affected. The implementation of our business plan and strategy requires additional capital to fund operations as well as investment by us in project assets.
If we do not raise additional capital, our business could fail or be materially and adversely affected. The implementation of our business plan and strategy requires additional capital to fund operations as well as investment by us in project assets.
These “march-in” rights permit the U.S. government to take title to these patents and license the patented technology to third parties if the contractor fails to utilize the patents. 39 Table of Contents Risks Related to Our Common and Preferred Stock Our stock price has been and could remain volatile. ​ The market price for our common stock has been and may continue to be volatile and subject to extreme price and volume fluctuations in response to market and other factors, including the following, some of which are beyond our control: ● failure to meet commercialization milestones; ● failure to win contracts through competitive bidding processes, or the loss of project awards previously announced or anticipated prior to entering into definitive contracts; ● the loss of a major customer or a contract; ● variations in our quarterly operating results from the expectations of securities analysts or investors; ● downward revisions in securities analysts’ estimates or changes in general market conditions; ● changes in the securities analysts that cover us or failure to regularly publish reports; ● announcements of technological innovations or new products or services by us or our competitors; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● additions or departures of key personnel; ● investor perception of our industry or our prospects; ● insider selling or buying; ● demand for our common stock; ● dilution from issuances of our common stock; ● general market trends or preferences for non-fueled resources; ● pandemics or any public health or safety issues in the regions where we operate; ● general technological or economic trends; and ● changes in the United States or foreign political environment and the passage of laws, including, tax, environmental or other laws, affecting the product development business.
Risks Related to Our Common and Preferred Stock Our stock price has been and could remain volatile. ​ The market price for our common stock has been and may continue to be volatile and subject to extreme price and volume fluctuations in response to market and other factors, including the following, some of which are beyond our control: ● failure to meet commercialization milestones; ● failure to win contracts through competitive bidding processes, or the loss of project awards previously announced or anticipated prior to entering into definitive contracts; ● the loss of a major customer or a contract; ● variations in our quarterly operating results from the expectations of securities analysts or investors; ● downward revisions in securities analysts’ estimates or changes in general market conditions; ● changes in the securities analysts that cover us or failure to regularly publish reports; ● announcements of technological innovations or new products or services by us or our competitors; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● additions or departures of key personnel; ● investor perception of our industry or our prospects; ● insider selling or buying; ● demand for our common stock; ● dilution from issuances of our common stock; ● general market trends or preferences for non-fueled resources; ● pandemics or any public health or safety issues in the regions where we operate; ● general technological or economic trends; and ● changes in the United States or foreign political environment and the passage of laws, including, tax, environmental or other laws, affecting the product development business. ​ The closing price of our common stock on December 15, 2025 was $8.36 per share.
We depend on POSCO Energy and EMTEC to also protect our intellectual property rights, but we cannot assure you that POSCO Energy or EMTEC will do so . ​ As of October 31, 2024, we (excluding our subsidiaries) had 148 U.S. patents and 307 patents in other jurisdictions covering our fuel cell technology (in certain cases covering the same technology in multiple jurisdictions), with patents directed to various aspects of our carbonate technology, SOFC technology, PEM fuel cell technology and applications thereof.
We depend on POSCO Energy and EMTEC to also protect our intellectual property rights, but we cannot assure you that POSCO Energy or EMTEC will do so . ​ As of October 31, 2025, we (excluding our subsidiaries) had 152 U.S. patents and 319 patents in other jurisdictions covering our fuel cell technology (in certain cases covering the same technology in multiple jurisdictions), with patents directed to various aspects of our carbonate technology, solid oxide fuel cell technology, proton exchange membrane fuel cell technology and applications thereof.
Further, although we have internal controls in place to oversee our government contracts, no assurance can be given that these controls are sufficient to prevent isolated violations of applicable laws, regulations and standards.
Therefore, an audit could result in adjustments to our revenue and costs. Further, although we have internal controls in place to oversee our government contracts, no assurance can be given that these controls are sufficient to prevent isolated violations of applicable laws, regulations and standards.
Violation or non-compliance with any of these laws or regulations, contractual requirements relating to data security and privacy, or our own privacy and security policies, either intentionally or unintentionally, or through the acts of intermediaries could have a material adverse effect on our brand, reputation, business, financial condition and results of operations, as well as subject us to significant fines, litigation losses, third-party damages and other liabilities. 35 Table of Contents Tax, Accounting, Compliance and Regulatory Risks We are required to maintain effective internal control over financial reporting.
Violation or non-compliance with any of these laws or regulations, contractual requirements relating to data security and privacy, or our own privacy and security policies, either intentionally or unintentionally, or through the acts of intermediaries could have a material adverse effect on our brand, reputation, business, financial condition and results of operations, as well as subject us to significant fines, litigation losses, third-party damages and other liabilities.
The Torrington facility is sized to accommodate the eventual annualized production capacity of up to 200 MW per year with additional capital investment in machinery, equipment, tooling and inventory. ​ We have a manufacturing and service facility in Taufkirchen, Germany that has the capability to perform final module assembly for up to 20 MW per year of carbonate sub-megawatt fuel cell power platforms to service the European market.
We believe that the Torrington facility could accommodate an estimated annualized production capacity of up to 350 MW per year with additional capital investments in machinery, equipment, tooling, labor, outsourcing of certain processes and inventory. ​ We have a manufacturing and service facility in Taufkirchen, Germany that has the capability to perform final module assembly for up to 20 MW per year of carbonate sub-megawatt fuel cell power platforms to service the European market.
The significant volatility in the U.S. and international stock markets causes significant uncertainty and may result in an increase in the return required by investors in relation to the risk of such projects. ● If we, our customers or our suppliers cannot obtain financing under favorable terms, our business may be negatively impacted.
The significant volatility in the U.S. and international stock markets causes significant uncertainty and may result in an increase in the return required by investors in relation to the risk of such projects. ● If we, our customers or our suppliers cannot obtain financing under favorable terms, our business may be negatively impacted. ​ Weakness in the economy and other conditions affecting the financial stability of our customers could negatively impact future sales of our products and our results of operations.
In addition, in November 2024, we announced a global restructuring of our operations in the U.S., Canada, and Germany that aims to reduce operating costs, reduce headcount, realign resources toward advancing the Company’s core technologies, and protect the Company’s competitive position amid slower-than-expected-investments in clean energy.
However, in November 2024 and June 2025, we announced global restructuring plans relating to our operations in the U.S., Canada, and Germany that aim to reduce operating costs, realign resources toward advancing the Company’s core carbonate technologies, and protect the Company’s competitive position amid slower-than-expected market investments in clean energy.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. 36 Table of Contents In a prior fiscal year, our management identified a material weakness in our internal control over financial reporting, which has been remediated.
General Risk Factors Litigation could expose us to significant costs and adversely affect our business, financial condition, and results of operations. ​ We are, or may become, party to various lawsuits, arbitrations, mediations, regulatory proceedings and claims, which may include lawsuits, arbitrations, mediations, regulatory proceedings or claims relating to commercial liability, product recalls, product liability, product claims, employment matters, environmental matters, breach of contract, intellectual property, indemnification, stockholder suits, derivative actions or other aspects of our business.
The existence of senior securities such as the Series B Preferred Stock could have an adverse effect on the value of our common stock. ​ 42 Table of Contents General Risk Factors Litigation could expose us to significant costs and adversely affect our business, financial condition, and results of operations. ​ We are, or may become, party to various lawsuits, arbitrations, mediations, regulatory proceedings and claims, which may include lawsuits, arbitrations, mediations, regulatory proceedings or claims relating to commercial liability, product recalls, product liability, product claims, employment matters, environmental matters, breach of contract, intellectual property, indemnification, stockholder suits, derivative actions or other aspects of our business.
Any accidents involving our products or other hydrogen-using products could materially impede widespread market acceptance and demand for our products. In addition, we might be held responsible for damages beyond the scope of our insurance coverage.
Any accidents involving our products or other hydrogen-using products could materially impede widespread market acceptance and demand for our products. In addition, we might be held responsible for damages beyond the scope of our insurance coverage. We also cannot predict whether we will be able to maintain adequate insurance coverage on acceptable terms.
We previously licensed certain of our carbonate fuel cell manufacturing intellectual property to POSCO Energy on an exclusive basis in the South Korean and broader Asian markets, and pursuant to the terms of the Settlement Agreement with POSCO Energy, we have done so again, but this time on a limited, non-exclusive basis to enable module replacement to POSCO Energy’s existing LTSA customers only.
(“POSCO Energy”) on an exclusive basis in the South Korean and broader Asian markets, and pursuant to the terms of our Settlement Agreement with POSCO Energy, we have done so again, but this time on a limited, non-exclusive basis to enable module replacement to POSCO Energy’s existing long-term service agreement customers only.
Such charges might have a significant impact on our reported financial condition and results of operations.
Such charges have had and may continue to have a significant negative impact on our reported financial condition and results of operations.
If we, or our intermediaries, fail to comply with the requirements of these laws and regulations, or similar laws of other countries, governmental authorities in the United States or elsewhere, as applicable, could seek to impose civil and/or criminal penalties, which could damage our reputation and have a material adverse effect on our business, financial condition and results of operations. 37 Table of Contents Risks Related to Our Need for Additional Capital We will need to raise additional capital, and such capital may not be available on acceptable terms, if at all.
If we, or our intermediaries, fail to comply with the requirements of these laws and regulations, or similar laws of other countries, governmental authorities in the United States or elsewhere, as applicable, could seek to impose civil and/or criminal penalties, which could damage our reputation and have a material adverse effect on our business, financial condition and results of operations.
The U.S. government has certain rights relating to our intellectual property, including the right to restrict or take title to certain patents. Multiple U.S. patents that we own have resulted from government-funded research and are subject to the risk of exercise of “march-in” rights by the government.
Multiple U.S. patents that we own have resulted from government-funded research and are subject to the risk of exercise of “march-in” rights by the government.
In addition, our cost reduction strategy relies on advancements in our manufacturing process, global competitive sourcing, engineering design, reducing the cost of capital and technology improvements (including stack life and projected power output).
In addition, our cost reduction strategy relies on advancements in our manufacturing process, global competitive sourcing, engineering design, reducing the cost of capital and technology improvements (including stack life and projected power output). Failure to achieve our cost reduction targets could have a material adverse effect on our results of operations and financial condition.
As of October 31, 2024, we also had 28 patent applications pending in the U.S. and 86 patent applications pending 38 Table of Contents in other jurisdictions. As of October 31, 2024, our subsidiary, Versa Power Systems, Ltd. (“Versa”), had 19 U.S. patents and 68 international patents covering SOFC technology (in certain cases covering the same technology in multiple jurisdictions).
As of October 31, 2025, we also had 29 patent applications pending in the U.S. and 79 patent applications pending in other jurisdictions. As of October 31, 2025, our subsidiary, Versa Power Systems, Ltd. (“Versa”), had 19 U.S. patents and 63 international patents covering solid oxide fuel cell technology (in certain cases covering the same technology in multiple jurisdictions).
Our involvement in intellectual property litigation could result in significant expense to us, adversely affecting the development of sales of the challenged product or intellectual property and diverting the efforts of our technical and management personnel, whether or not that litigation is resolved in our favor.
Our involvement in intellectual property litigation could result in significant expense to us, adversely affecting the development of sales of the challenged product or intellectual property and diverting the efforts of our technical and management personnel, whether or not that litigation is resolved in our favor. 40 Table of Contents The U.S. government has certain rights relating to our intellectual property, including the right to restrict or take title to certain patents.
Our business prospects may be negatively impacted if we are prevented from completing new installations or our installations become more costly as a result of laws, regulations, ordinances, or rules applicable to our products, or by our customers’ and potential customers’ energy procurement policies.
Our business prospects may be negatively impacted if we are prevented from completing new installations or our installations become more costly as a result of laws, regulations, ordinances, or rules applicable to our products, or by our customers’ and potential customers’ energy procurement policies. 37 Table of Contents In addition, certain of our products benefit from federal, state and local governmental incentives, mandates or other programs promoting clean energy generation.
Weakness in the economy and other conditions affecting the financial stability of our customers could negatively impact future sales of our products and our results of operations. Our products require a long-term investment from our customers. Global inflationary pressures, particularly in the United States, have increased recently to levels not seen in recent years.
Our products require a long-term investment from our customers. Global inflationary pressures, particularly in the United States, have increased recently to levels not seen in recent years. Should our customers be impacted by these pressures, it could result in delays in purchasing decisions which could impact future sales of our products and our results of operations.
Each of these risks could be material under these contracts and, as a result, we may experience diminished returns or be required to write off all or a portion of our capitalized costs in these project assets. In certain instances, we have executed PPAs with the utility, end-user of the power or site host of the fuel cell power plant.
Each of these risks may be material under these contracts and, as a result, we have experienced and may continue to experience diminished returns and we have been required to and may be required, in the future, to write off all or a portion of our capitalized costs in these project assets.
The development of a market for our products may be affected by many factors that are out of our control, including: ● the cost competitiveness of our fuel cell products including availability and output expectations and total cost of ownership; ● the future costs of natural gas, renewable natural gas (biofuels), and other fuels used by our fuel cell products; ● customer reluctance to try a new product; ● the market for distributed generation, hydrogen, carbon capture and storage and government policies that affect those markets; ● government incentives, mandates or other programs favoring zero carbon energy sources; ● local permitting and environmental requirements; ● customer preference for non-fuel based technologies; and 33 Table of Contents ● the emergence of newer, more competitive technologies and products.
The development of a market for our products may be affected by many factors that are out of our control, including: ● the cost competitiveness of our fuel cell products including availability and output expectations and total cost of ownership; ● the future costs of natural gas, renewable natural gas (biofuels), and other fuels used by our fuel cell products; ● customer reluctance to try a new product; ● the market for distributed generation, hydrogen, carbon capture and storage and government policies that affect those markets; ● government incentives, mandates or other programs favoring zero carbon energy sources; ● local permitting and environmental requirements; ● customer preference for non-fuel based technologies; and ● the emergence of newer, more competitive technologies and products. ​ If a sufficient market fails to develop or develops more slowly than we anticipate, we may be unable to recover the losses we will have incurred in the development of our products, and we may never achieve profitability. 34 Table of Contents Our development timeline for bringing our solid oxide electrolysis technology to market has shifted as a result of delays in adoption of clean energy technologies generally and implementation of our recent global restructuring actions, which have re-focused our business on our core carbonate technologies.
We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.
If the assets have been determined to be abandoned or not recoverable, we are required to record a charge reflecting impairment of the assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.
Our ability to hedge foreign currency exposure is dependent on our credit profile with financial institutions that are willing and able to do business with us. Deterioration in our credit position or a significant tightening of the credit market conditions could limit our ability to hedge our foreign currency exposure and, therefore, result in exchange gains or losses. ​
Deterioration in our credit position or a significant tightening of the credit market conditions could limit our ability to hedge our foreign currency exposure and, therefore, result in exchange gains or losses. ​ 44 Table of Contents
In response to inflationary pressures, the U.S. Federal Reserve has raised interest rates, resulting in an increase in the cost of borrowing for us, our customers, our suppliers, and other companies relying on debt financing. World events, such as the Russian invasion of Ukraine and the resulting economic sanctions, have impacted the global economy.
In response to inflationary pressures over the past several years, the U.S. Federal Reserve raised interest rates, which resulted in an increase in the cost of borrowing for us, our customers, our suppliers, and other companies relying on debt financing.
Our European service activities are also operated out of this location. ​ Our manufacturing and research and development facility in Calgary, Alberta, Canada is focused on the engineering and development of our SOFC and SOEC technologies.
Our European service activities are also operated out of this location. ​ Prior to the implementation of the restructuring actions announced in November 2024 and June 2025, our manufacturing and research and development facility in Calgary, Alberta, Canada focused on the engineering and development of our solid oxide power generation and electrolysis technologies.
The profitable commercialization of our products depends on our ability to reduce the costs of our products, and there can be no assurance that we will be able to sufficiently reduce these costs to achieve profitability.
The profitable commercialization of our products depends on our ability to reduce the costs of our products, and there can be no assurance that we will be able to sufficiently reduce these costs to achieve profitability. ​ Our products use inherently dangerous, flammable fuels, operate at high temperatures and use corrosive carbonate material, each of which could subject our business to product liability claims.
Should our customers be impacted by these pressures, it could result in delays in purchasing decisions which could impact future sales of our products and our results of operations. 42 Table of Contents In addition, downturns in the worldwide economy, due to inflation, geopolitics, major central bank policy actions including interest rate increases, public health crises, or other factors could also adversely affect our business.
In addition, downturns in the worldwide economy, due to inflation, geopolitics, major central bank policy actions including interest rate increases, public health crises, or other factors could also adversely affect our business.
These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. Cybersecurity attacks could also include attacks targeting customer data or the security, integrity and/or reliability of the hardware and software installed in our products.
Cybersecurity attacks could also include attacks targeting customer data or the security, integrity and/or reliability of the hardware and software installed in our products. We could experience cybersecurity attacks that result in unauthorized parties gaining access to our information technology systems, our networks, and/or our power plants.
For more information about our restructuring plan, please see Part II, Item 8, Note 4 — Restructuring and Note 22 — Subsequent Events. ​ If our business does not grow as quickly as we expect, our existing and planned manufacturing facilities would, in part, represent excess capacity for which we may not recover the cost.
If our business does not grow as quickly as we expect, our existing manufacturing facilities would, in part, represent excess capacity for which we may not be able to recover the cost.
In a prior fiscal year, our management identified a material weakness in our internal control over financial reporting.
Tax, Accounting, Compliance and Regulatory Risks We are required to maintain effective internal control over financial reporting. In a prior fiscal year, our management identified a material weakness in our internal control over financial reporting.
If we become involved in securities class action litigation in the future, it could result in substantial costs and diversion of management’s attention and resources and could harm our stock price, business prospects, results of operations and financial condition. 40 Table of Contents Our failure to meet the continued listing standards of The Nasdaq Global Market could result in a delisting of our common stock, which could limit investors’ ability to make transactions in our common stock and subject us to additional trading restrictions.
If we become involved in securities class action litigation in the future, it could result in substantial costs and diversion of management’s attention and resources and could harm our stock price, business prospects, results of operations and financial condition.
Going forward, the commercialization of these technologies will be paced by market adoption of new clean energy products and our ability to contract with partners to bring our solutions to market.
With our renewed primary focus on our core carbonate technologies, the commercialization of our solid oxide electrolysis technology will be paced by market adoption of new clean energy products and our ability to contract with third-party partners to bring this solution to market.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic and financial information and to manage a variety of business processes and activities, including communication with power plants owned by us or our customers and production, manufacturing, financial, logistics, sales, marketing and administrative functions.
Our operations depend on information technology networks and systems, including the Internet, for processing, transmitting, and storing electronic and financial data. These resources support a range of business processes and activities, such as monitoring and operating power plants owned by us or our customers, and managing production, manufacturing, financial, logistics, sales, marketing, and administrative functions.
We rely on project financing for our generation operating portfolio, which includes debt and tax equity financing arrangements, to realize the benefits provided by investment tax credits and accelerated tax depreciation.
Our debt agreements contain representations and warranties, affirmative and negative covenants, and events of default that entitle the lenders to cause our indebtedness under such debt agreements to become immediately due and payable. 28 Table of Contents We rely on project financing for our generation operating portfolio, which includes debt and tax equity financing arrangements, to realize the benefits provided by investment tax credits and accelerated tax depreciation.
In the past, following periods of volatility in the market price of their stock, companies have been the subject of securities class action litigation.
There can be no assurance that the current stock price will be maintained, and it is possible that our stock price could drop significantly. In the past, following periods of volatility in the market price of their stock, companies have been the subject of securities class action litigation.
If our business grows more quickly than we anticipate, our existing and planned manufacturing facilities may become inadequate and we may need to seek out new or additional space, or retrofit or further equip our existing facilities, at considerable cost to us. ​ If our goodwill and other indefinite-lived intangible assets and long-lived assets (including project assets) become impaired, we may be required to record a significant charge to operations. ​ We have recorded significant impairment charges, and may in the future be required to record significant impairment charges, to operations in our financial statements should we determine that our goodwill, other indefinite-lived intangible assets (i.e., in process research and development (“IPR&D”)) and other long-lived assets (i.e., project assets, property, plant and equipment and amortizing intangible assets) are impaired.
If our intangible assets and long-lived assets (including project assets) become impaired in the future, we may again be required to record a significant charge to operations. ​ We have recorded significant impairment charges to operations in our financial statements upon our determination, and we may in the future be required to record significant impairment charges to operations in our financial statements should we again determine, that our long-lived assets (i.e., project assets, property, plant and equipment and amortizing intangible assets) are impaired.
In a prior fiscal year, our management identified a material weakness in our internal control over financial reporting, which has been remediated. We cannot be certain that other material weaknesses and control deficiencies will not occur in the future.
We cannot be certain that other material weaknesses and control deficiencies will not occur in the future.
Our business may not generate cash flows from operations in the future sufficient to service our debt and make necessary capital expenditures.
Our ability to make scheduled payments of principal and interest and other required repayments depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flows from operations in the future sufficient to service our debt and make necessary capital expenditures.
In addition, information technology security threats — from user error to cybersecurity attacks designed to gain unauthorized access to our systems, networks and data — are increasing in frequency and sophistication. Cybersecurity attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crime and advanced persistent threats.
Cybersecurity attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crime and advanced persistent threats. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data.
A negative government audit could result in an adverse adjustment of our revenue and costs and could result in civil and criminal penalties. Government agencies, such as the Defense Contract Audit Agency, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure, and compliance with applicable laws, regulations, and standards.
Government agencies, such as the Defense Contract Audit Agency, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure, and compliance with applicable laws, regulations, and standards. If the agencies determine through these audits or reviews that we improperly allocated costs to specific contracts, they will not reimburse us for these costs.
In addition, certain of our products benefit from federal, state and local governmental incentives, mandates or other programs promoting clean energy generation. Any changes to or termination of these programs could reduce demand for our products, impair sales financing, and adversely impact our business, financial condition and results of operations.
Any changes to or termination of these programs could reduce demand for our products, impair sales financing, and adversely impact our business, financial condition and results of operations. A negative government audit could result in an adverse adjustment of our revenue and costs and could result in civil and criminal penalties.
This facility also houses our SOFC and SOEC stack research and development effort and includes equipment for the manufacturing of solid oxide cells and stacks, including advanced manufacturing capabilities. Beginning in fiscal year 2022, we started making additional investments in the Calgary facility to establish a center of competence and excellence for solid oxide cell and stack research and manufacturing.
This facility also housed our solid oxide power generation and electrolysis stack research and development effort and includes equipment for the manufacturing of solid oxide cells and stacks, including advanced manufacturing capabilities.
As a result of this restructuring plan, we have deferred the capital spending required to complete the Calgary expansion and do not currently have an estimated completion date for this project.
These restructuring plans also include the deferment and cancelation of certain previously planned capital and project expenditures related to solid oxide manufacturing in our facility in Calgary, Canada. As a result of these restructuring plans, we have deferred the capital spending required to complete the Calgary expansion and do not currently expect to complete this project.
In that circumstance, our revenues may be inadequate to support our committed costs and our planned growth, and our gross margins and business strategy would be adversely affected.
In that circumstance, our revenues may be inadequate to support our committed costs and our planned growth, and our gross margins and business strategy would be adversely affected. ​ Our workforce reduction may cause unintended consequences and our results of operations may be harmed. ​ On June 5, 2025, we implemented a workforce reduction of approximately 22%, or 122 employees across our U.S., Canadian and German operations.
Failure to achieve our cost reduction targets could have a material adverse effect on our results of operations and financial condition. 27 Table of Contents We have debt and finance obligations outstanding and may incur additional debt in the future, which may adversely affect our financial condition and future financial results.
We have debt and finance obligations outstanding and may incur additional debt in the future, which may adversely affect our financial condition and future financial results. As of October 31, 2025, our total consolidated debt and finance obligations outstanding (“indebtedness”) was $122.9 million ($119.6 million, net of deferred finance costs).
These information technology systems, many of which are managed by third parties or used in connection with shared service centers, may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, attacks by computer hackers or other cybersecurity risks including the impact of emerging technologies, telecommunication failures, user errors, natural disasters, terrorist attacks or other catastrophic events.
Several of these information technology systems are managed by third-party vendors or involve shared service centers, making them potentially vulnerable to damage, disruption, or shutdown from events such as software or database upgrades, power outages, hardware malfunctions, computer viruses, cyberattacks, emerging technology risks, telecom failures, user mistakes, natural disasters, terrorist actions, or other catastrophic incidents.
We also cannot predict whether we will be able to maintain adequate insurance coverage on acceptable terms. 34 Table of Contents Risks Related to Privacy, Data Protection and Cybersecurity We are increasingly dependent on information technology, and disruptions, failures or security breaches of our information technology infrastructure could have a material adverse effect on our operations and the operations of our power plant platforms.
Risks Related to Privacy, Data Protection and Cybersecurity Our reliance on information technology continues to grow, and disruptions, failures, or security breaches could materially impact both our operations and the operations of our power plant platforms. Furthermore, the rise in information technology security threats and increasingly sophisticated cybercrime presents ongoing risks to our systems, networks, products, and services.
Additionally, we collect and store data that is sensitive to us and to third parties. Operating these information technology networks and systems and processing and maintaining this data, in a secure manner, are critical to our business operations and strategy. We depend on our information technology infrastructure to communicate internally and externally with employees, customers, suppliers and others.
Furthermore, we collect and retain data that is sensitive both to our organization and to third parties. The secure operation of information technology networks and systems, as 35 Table of Contents well as the responsible processing and maintenance of this data, are essential to our business operations and strategic objectives.
Removed
As of October 31, 2024, our total consolidated debt and finance obligations outstanding (“indebtedness”) was $135.9 million ($131.7 million, net of deferred finance costs). Our ability to make scheduled payments of principal and interest and other required repayments depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.
Added
Beginning in fiscal year 2022 and continuing in fiscal years 2023 and 2024, we made investments in the Calgary facility, including by increasing the total leased facility space and ordering long lead process equipment, with the goal of increasing solid oxide production capacity.
Removed
Our debt agreements contain representations and warranties, affirmative and negative covenants, and events of default that entitle the lenders to cause our indebtedness under such debt agreements to become immediately due and payable.
Added
In addition, as part of these restructuring plans, we ceased development of the solid oxide power generation platform and began focusing on demonstrating the capabilities of our solid oxide electrolysis platform.
Removed
This facility includes equipment for the manufacturing of solid oxide cells and stacks, including an advanced automated stack manufacturing line which has been developed to ensure that the labor and overhead which are required to produce these technologies are optimized for efficiency and complement the low direct material cost of the stack.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The Director of Cyber Security earned a Bachelor’s Degree in Information Systems from Western New England University and has extensive cybersecurity leadership experience, including expertise in threat data analytics, digital forensics, and data recovery. Prior to joining the Company, the Director of Cyber Security formed and served as CEO of a successful incident response and cybersecurity consulting firm.
The Senior Director of Cyber Security earned a Bachelor’s Degree in Information Systems from Western New England University and has extensive cybersecurity leadership experience, including expertise in threat data analytics, digital forensics, and data recovery. Prior to joining the Company, the Senior Director of Cyber Security formed and served as CEO of a successful incident response and cybersecurity consulting firm.
However, as a result of risks from cybersecurity threats, including as a result of previous cybersecurity incidents, we continue to allocate substantial resources to sustain and enhance our cyber security capabilities, which allocation of resources has in turn materially affected our business strategy and processes.
However, as a result of risks from cybersecurity threats, including as a result of previous cybersecurity incidents, we continue to allocate resources to sustain and enhance our cyber security capabilities, which allocation of resources has in turn materially affected our business strategy and processes.
A significant cybersecurity incident involving our systems and data, or those of our customers, business partners or vendors, could have a materially adverse effect on our business strategy, results of operations and financial condition. ​ ​ ​ ​ 45 Table of Contents
A significant cybersecurity incident involving our systems and data, or those of our customers, business partners or vendors, could have a materially adverse effect on our business strategy, results of operations and financial condition. ​ 46 Table of Contents ​
Risk Management and Strategy As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas: ● Governance: As discussed in more detail under the heading “Governance,” the Board’s oversight of cybersecurity risk management has been delegated to the Audit, Finance and Risk Committee of the Board (the “Audit Committee”), which interacts with the Company’s ERM function, the Company’s Global Vice President of Information Technology, the Company’s Director of Cyber Security, and other members of management and relevant management committees and councils. ● Collaborative Approach: The Company has adopted a cross-functional approach toward identifying, prioritizing, and implementing the means to protect information technology systems and its employees from cybersecurity threats.
Risk Management and Strategy As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas: ● Governance: As discussed in more detail under the heading “Governance,” the Board’s oversight of cybersecurity risk management has been delegated to the Audit, Finance and Risk Committee of the Board (the “Audit Committee”), which interacts with the Company’s ERM function, the Company’s Chief Information Officer, the Company’s Senior Director of Cyber Security, and other members of management and relevant management committees and councils. ● Collaborative Approach: The Company has adopted a cross-functional approach toward identifying, prioritizing, and implementing the means to protect information technology systems and its employees from cybersecurity threats.
These plans are reviewed by senior management and are evaluated through tabletop exercises on a regular basis. 44 Table of Contents ● Third-Party Risk Management: The Company uses a risk-based approach to identify and manage cybersecurity risks from third parties, including vendors and service providers.
These plans are reviewed by senior management and are evaluated through tabletop exercises on a regular basis. ● Third-Party Risk Management: The Company uses a risk-based approach to identify and manage cybersecurity risks from third parties, including vendors and service providers.
The Global Vice President of Information Technology earned a Bachelor of Science Degree in Management Information Systems from Western Connecticut State University and has served in various roles in information technology and information security for over 30 years, including serving in leadership roles of two large public companies.
The Chief Information Officer earned a Bachelor of Science Degree in Management Information Systems from Western Connecticut State University and has served in various roles in information technology and information security for over 30 years, including serving in leadership roles of two large public companies.
The Global Vice President of Information Technology and Director of Cyber Security work in close partnership with the Company’s senior leadership team to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans.
The Chief Information Officer and Senior Director of Cyber Security work in close partnership with the Company’s senior leadership team to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response and recovery plans.
The Company engages third parties in the periodic assessment and testing of the Company’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including penetration testing, vulnerability assessments, tabletop exercises, and other activities focused on evaluating the effectiveness of our cybersecurity measures and planning.
These efforts include a wide range of activities, including penetration testing, vulnerability assessments, tabletop exercises, and other activities focused on 45 Table of Contents evaluating the effectiveness of our cybersecurity measures and planning.
Added
The Company engages third parties in the periodic assessment and testing of the Company’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents.

Item 2. Properties

Properties — owned and leased real estate

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PROPERTIES The following is a summary of our offices and locations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Lease Expiration Location ​ Business Use ​ Footage ​ Dates Danbury, Connecticut Corporate Headquarters, Research and Development, Sales, Marketing, Service, Purchasing and Administration 72,000 Company owned Torrington, Connecticut Manufacturing and Administrative 167,000 December 2030 (1) Taufkirchen, Germany Manufacturing and Administrative 20,000 June 2025 Calgary, Alberta, Canada Manufacturing, Research and Development 80,000 September 2028 Calgary, Alberta, Canada Storage 18,627 September 2028 (1) In November 2015, this lease was extended until December 2030, with the option to extend for three additional five-year periods thereafter. ​
PROPERTIES The following is a summary of our offices and locations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ ​ ​ Lease Expiration Location ​ Business Use ​ Footage ​ Dates Danbury, Connecticut Corporate Headquarters, Research and Development, Sales, Marketing, Service, Purchasing and Administration 72,000 Company owned Torrington, Connecticut Manufacturing and Administrative 167,000 December 2030 (1) Taufkirchen, Germany Manufacturing and Administrative 20,000 June 2026 Calgary, Alberta, Canada Manufacturing, Research and Development 80,000 September 2028 Calgary, Alberta, Canada Storage 18,627 September 2028 (1) In November 2015, this lease was extended until December 2030, with the option to extend for three additional five-year periods thereafter. ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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All share and per share amounts, exercise prices, conversion rates and conversion prices presented herein have been adjusted retroactively to reflect these changes. FuelCell Preferred Stock Information concerning the Company’s Series B Preferred Stock is incorporated herein by reference to Note 14.
All share and per share amounts, exercise prices, conversion rates and conversion prices presented herein that relate to dates, or were established, prior to the reverse stock split have been adjusted retroactively to reflect these changes. FuelCell Preferred Stock Information concerning the Company’s Series B Preferred Stock is incorporated herein by reference to Note 14.
Equity Compensation Plan Information See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plans. 48 Table of Contents Stock Repurchases The following table sets forth information with respect to purchases made by us or on our behalf of our common stock during the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs August 1, 2024 - August 31, 2024 ​ — ​ $ — ​ — ​ — September 1, 2024 - September 30, 2024 ​ 70 ​ ​ 14.43 ​ — ​ — October 1, 2024 - October 31, 2024 ​ 147 ​ ​ 9.87 ​ — ​ — Total ​ 217 ​ $ 11.35 ​ — ​ — (1) Includes only shares that were surrendered by employees to satisfy statutory tax withholding obligations in connection with the vesting of stock-based compensation awards. ​
Equity Compensation Plan Information See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plans. 49 Table of Contents Stock Repurchases The following table sets forth information with respect to purchases made by us or on our behalf of our common stock during the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ ​ ​ Total Number of Shares Purchased (1) ​ ​ ​ Average Price Paid per Share ​ ​ ​ Total Number of Shares Purchased as Part of Publicly Announced Programs ​ ​ ​ Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs August 1, 2025 - August 31, 2025 ​ 78 ​ $ 5.27 ​ — ​ — September 1, 2025 - September 30, 2025 ​ — ​ ​ — ​ — ​ — October 1, 2025 - October 31, 2025 ​ 67 ​ ​ 8.06 ​ — ​ — Total ​ 145 ​ $ 6.56 ​ — ​ — (1) Includes only shares that were surrendered by employees to satisfy statutory tax withholding obligations in connection with the vesting of stock-based compensation awards. ​
On December 23, 2024, the closing price of our common stock on the Nasdaq Global Market was $11.18 per share. As of December 23, 2024, there were 20 holders of record of our common stock. This does not include the number of persons whose stock is in nominee or “street” name accounts through brokers.
On December 15, 2025, the closing price of our common stock on the Nasdaq Global Market was $8.36 per share. As of December 15, 2025, there were 19 holders of record of our common stock. This does not include the number of persons whose stock is in nominee or “street” name accounts through brokers.
The number of authorized shares of common stock remains unchanged at 1,000,000,000 shares and the number of authorized shares of preferred stock remains unchanged at 250,000 shares. The number of shares of common stock issuable upon settlement of outstanding restricted stock unit, performance stock unit and deferred stock unit awards were reduced proportionately in connection with the reverse stock split.
The number of shares of common stock issuable upon settlement of outstanding restricted stock unit, performance stock unit and deferred stock unit awards were reduced proportionately in connection with the reverse stock split.
At 5:00 p.m. Eastern Time on November 8, 2024, we effected a 1-for-30 reverse stock split, reducing the number of our common shares outstanding on that date from 611,278,662 shares to approximately 20,375,932 shares.
On November 8, 2024, we effected a 1-for-30 reverse stock split, reducing the number of our common shares outstanding on that date from 611,278,662 shares to approximately 20,375,932 shares. The number of authorized shares of common stock remains unchanged at 1,000,000,000 shares and the number of authorized shares of preferred stock remains unchanged at 250,000 shares.
“Redeemable Preferred Stock” of the Notes to the Consolidated Financial Statements. ​ 47 Table of Contents Performance Graph The following graph compares the annual change in the Company’s cumulative total stockholder return on its common stock for the five fiscal years ended October 31, 2024 with the cumulative stockholder total return on (i) the Russell 2000 Index, (ii) our fiscal year 2024 peer group consisting of Standard Industry Classification Group Code 3690 companies listed on the Nasdaq Global Market and New York Stock Exchange and a customized 15 company peer group (“2024 Peer Group”), and (iii) our fiscal year 2023 peer group consisting of Standard Industry Classification Group Code 3690 companies listed on the Nasdaq Global Market and New York Stock Exchange and a customized 14 company peer group (“2023 Peer Group”).
Performance Graph The following graph compares the annual change in the cumulative total stockholder return on our common stock for the five fiscal years ended October 31, 2025 with the cumulative total stockholder return on (i) the Russell 2000 Index, (ii) our customized peer group for fiscal year 2025 (“2025 Peer Group”), and (iii) our customized peer group for fiscal year 2024 (“2024 Peer Group”).
It assumes $100.00 invested on October 31, 2019 with dividends reinvested.
The graph assumes that $100.00 was invested on October 31, 2020 and that all dividends were reinvested.
The peer group was updated for fiscal year 2024 to align with the peer group selected by the Compensation and Leadership Development Committee of the Board for the purposes of benchmarking executive compensation. The 2024 Peer Group is consistent with the peer group expected to be disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders.
Our Compensation Committee reviewed and selected the companies in our 2025 Peer Group in September 2025 in consultation with its independent compensation consultant and, as will be described in Proxy Statement for the 2026 Annual Meeting of stockholders, was referenced by our Compensation Committee when setting fiscal year 2026 compensation.
Added
“Redeemable Preferred Stock” of the Notes to the Consolidated Financial Statements.
Added
We have used our 2025 Peer Group, a group selected in good faith and used by the Compensation and Leadership Development Committee of the Board (“Compensation Committee”) for peer comparison benchmarking purposes because we believe this group provides an accurate representation of our peers.
Added
The Compensation Committee reviews our peer group on an annual basis and reconfigures our peer group as it deems necessary in consultation with its independent compensation consultant to ensure that the size and composition of the peer group remains appropriate.
Added
Our 2025 Peer Group is comprised of the following 17 companies: American Superconductor Corporation, Aspen Aerogels, Inc., Ballard Power Systems Inc., Blink Charging Co., Broadwind, Inc., ChargePoint Holdings, Inc., Clean Energy Fuels Corp., Energy Recovery, Inc., Energy Vault Holdings, Inc., Hyliion Holdings Corp., Montauk Renewables, Inc., Nuscale Power Corporation, Plug Power Inc., Shoals Technologies Group, Inc., Stem, Inc., Tigo Energy, Inc., and 48 Table of Contents Vicor Corporation, and is consistent with the peer group expected to be disclosed in our Proxy Statement for the 2026 Annual Meeting of Stockholders.
Added
In updating our 2024 Peer Group to create our 2025 Peer Group, American Superconductor Corporation, Broadwind, Inc., ChargePoint Holdings, Inc., and Tigo Energy, Inc. were added and Bloom Energy Corporation and Altus Power, Inc. were removed.
Added
Due to its acquisition and the subsequent delisting of its securities from the New York Stock Exchange, Altus Power, Inc., which was previously included in the 2024 Peer Group, has been removed from the 2024 Peer Group for all years presented and has not been included in the 2025 Peer Group.
Added
The information contained in the graph below shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall such information be deemed incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent we specifically incorporate it by reference into such filing.
Added
The comparisons in the graph below are based upon historical data and are not indicative of, or intended to forecast, future performance.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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As it relates to our fuel cell modules, these improvements center around delivering more uniform temperature distribution within the cell stack within the modules with the intent of improving output over the life of the modules to achieve the product’s expected design life. ​ Cost of service agreements revenues for both years includes planned maintenance activities, module exchanges and continued investment in the service fleet in order to improve performance.
As it relates to our fuel cell modules, these improvements center around delivering more uniform temperature distribution of the cell stack within the modules with the intent of improving output over the life of the modules to achieve the product’s expected design life. ​ Cost of service agreements revenues for both years includes planned maintenance activities, module exchanges and continued investment in the service fleet in order to improve performance.
Estimates are used in accounting for, among other things, revenue recognition, lease right-of-use assets and liabilities, loss accruals on service agreements, excess, slow-moving and obsolete inventories, product warranty accruals, loss accruals on service agreements, share-based compensation expense, allowance for doubtful accounts, depreciation and amortization, impairment of goodwill and in-process research and development intangible assets, impairment of long-lived assets (including project assets), valuation of derivatives, and contingencies.
Estimates are used in accounting for, among other things, revenue recognition, lease right-of-use assets and liabilities, excess, slow-moving and obsolete inventories, product warranty accruals, loss accruals on service agreements, share-based compensation expense, allowance for doubtful accounts, depreciation and amortization, impairment of goodwill and in-process research and development intangible assets, impairment of long-lived assets (including project assets), valuation of derivatives, and contingencies.
Net cash provided by financing activities during fiscal year 2023 resulted from $100.5 million of proceeds from debt financings, $97.4 million of net proceeds from sales of common stock and $9.1 million of contributions received from the sale of a noncontrolling interest, offset by debt repayments of $47.8 million, payments of debt issuance costs of $3.5 million, payments for taxes related to net share settlement of equity awards of $0.9 million, payment of $3.2 million in preferred dividends to the holders of our Series B Preferred Stock and distribution to noncontrolling interests of $0.6 million.
Net cash provided by financing activities during fiscal year 2023 resulted from $100.5 million of proceeds from debt financings, $97.4 million of net proceeds from sales of common stock and $9.1 million of contributions received from the sale of a noncontrolling interest, partially offset by debt repayments of $47.8 million, payments of debt issuance costs of $3.5 million, payments for taxes related to net share settlement of equity awards of $0.9 million, payment of $3.2 million in preferred dividends to the holders of our Series B Preferred Stock and distribution to noncontrolling interests of $0.6 million.
The Company may also seek to undertake private placements of debt securities to finance its project asset portfolio. The Company is also pursuing financing to support its commercial efforts, which include deployment of modules to the repowering opportunities in the Korean market including the GGE project (as defined elsewhere herein).
The Company may also seek to undertake private placements of debt securities to finance its project asset portfolio. The Company is also pursuing financing to support its commercial efforts, which include deployment of modules to the repowering opportunities in the South Korean market including the GGE project (as defined elsewhere herein).
The net loss per common share for the year ended October 31, 2024 benefited from the higher number of weighted average shares outstanding due to share issuances since October 31, 2023. ​ LIQUIDITY AND CAPITAL RESOURCES Overview, Cash Position, Sources and Uses Our principal sources of cash have been proceeds from the sale of our products and projects, electricity generation revenues, research and development and service agreements with third parties, sales of our common stock through public equity offerings, and proceeds from debt, project financing and tax monetization transactions.
The net loss per common share for the year ended October 31, 2025 benefited from the higher number of weighted average shares outstanding due to share issuances since October 31, 2024. ​ LIQUIDITY AND CAPITAL RESOURCES Overview, Cash Position, Sources and Uses Our principal sources of cash have been proceeds from the sale of our products and projects, electricity generation revenues, research and development and service agreements with third parties, sales of our common stock through public equity offerings, and proceeds from debt, project financing and tax monetization transactions.
We may, at our option, convert these shares into the number of shares of our common stock that are issuable at the then prevailing conversion rate if the closing price of our common stock exceeds 150% of the then prevailing conversion price ($50,760 per share as of October 31, 2024) for 20 trading days during any consecutive 30 trading day period. ​ Outstanding Loans as of October 31, 2024 A discussion of the key terms and conditions of the loans outstanding as of October 31, 2024 is included in Note 12.
We may, at our option, convert these shares into the number of shares of our common stock that are issuable at the then prevailing conversion rate if the closing price of our common stock exceeds 150% of the then prevailing conversion price ($50,760 per share as of October 31, 2025) for 20 trading days during any consecutive 30 trading day period. ​ Outstanding Loans as of October 31, 2025 A discussion of the key terms and conditions of the loans outstanding as of October 31, 2025 is included in Note 12.
Off-Balance Sheet Arrangements We have no off-balance sheet debt or similar obligations which are not classified as debt. We do not guarantee any third-party debt. See Note 20. “Commitments and Contingencies” to our consolidated financial statements for the year ended October 31, 2024 included in this Annual Report on Form 10-K for further information.
Off-Balance Sheet Arrangements We have no off-balance sheet debt or similar obligations which are not classified as debt. We do not guarantee any third-party debt. See Note 20. “Commitments and Contingencies” to our consolidated financial statements for the year ended October 31, 2025 included in this Annual Report on Form 10-K for further information.
Estimates for future costs on service agreements are determined by a number of factors including the estimated remaining life of the module(s), used replacement modules available, and future operating plans for the power platform. ​ We work to continuously improve and mature our products and implement lessons learned into our product designs and manufacturing process subsequent to introduction.
Estimates for future costs under service agreements are determined by a number of factors including the estimated remaining life of the module(s), used replacement modules available, and future operating plans for the power platform. ​ We work to continuously improve and mature our products and implement lessons learned into our product designs and manufacturing process subsequent to introduction.
If financing is not available to us on acceptable terms if and when needed, or on terms acceptable to us or our lenders, if we do not satisfy the conditions of our financing arrangements, if we spend more than the financing approved for projects, if project costs exceed an amount that the Company can finance, or if we do not generate sufficient revenues or obtain capital sufficient for our corporate needs, we may be required to further reduce or slow planned spending, further reduce staffing, sell assets, seek alternative financing and take other measures, any of which could have a material adverse effect on our financial condition and operations. ​ Generation Operating Portfolio, Project Assets and Backlog To grow our generation operating portfolio, the Company expects to continue to invest in developing and building turn-key fuel cell projects, which will be owned by the Company and classified as project assets on the Consolidated Balance Sheets.
If financing is not available to us on acceptable terms if and when needed, or on terms acceptable to us or our lenders, if we do not satisfy the conditions of our financing arrangements, if we spend more than the financing approved for projects, if project costs exceed an amount that the Company can finance, or if we do not generate sufficient revenues or obtain capital sufficient for our corporate needs, we may be required to further reduce or slow planned spending, further reduce staffing, sell assets, seek alternative financing and take other measures, any of which could have a material adverse effect on our financial condition and operations. ​ 60 Table of Contents Generation Operating Portfolio, Project Assets and Backlog To grow our generation operating portfolio, the Company may continue to invest in developing and building turn-key fuel cell projects, which will be owned by the Company and classified as project assets on the Consolidated Balance Sheets.
Upon commandment of operations, the Company began to allocate profits and losses to the noncontrolling interest under the HLBV method. ​ Finally, the Company closed on a tax equity financing transaction in November 2021 with REI for the 7.4 MW fuel cell project (the “LIPA Yaphank Project”) in Yaphank Long Island. REI’s tax equity commitment totaled $12.4 million.
Upon commencement of operations, the Company began to allocate profits and losses to the noncontrolling interest under the HLBV method. ​ Finally, the Company closed on a tax equity financing transaction in November 2021 with REI for the 7.4 MW fuel cell project (the “LIPA Yaphank Project”) in Yaphank Long Island. REI’s tax equity commitment totaled $12.4 million.
Our generation operating portfolio totaled 62.8 MW as of October 31, 2024. We expect generation revenue to continue to grow as additional projects achieve commercial operation, but this revenue amount may also fluctuate from year to year depending on platform output, operational performance and management and site conditions.
Our generation operating portfolio totaled 62.8 MW as of October 31, 2025. We expect generation revenue to continue to grow as additional projects achieve commercial operation, but this revenue amount may also fluctuate from year to year depending on platform output, operational performance and management and site conditions.
As of October 31, 2024, our generation operating portfolio was 62.8 MW. ​ Service and warranty agreements We warranty our products for a specific period of time against manufacturing or performance defects. Our standard U.S. warranty period is generally 15 months after shipment or 12 months after acceptance of the product.
As of October 31, 2025, our generation operating portfolio was 62.8 MW. ​ Service and warranty agreements We warranty our products for a specific period of time against manufacturing or performance defects. Our standard U.S. warranty period is generally 15 months after shipment or 12 months after acceptance of the product.
Series B preferred stock dividends Dividends recorded on our 5% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Preferred Stock”) were $3.2 million for each of the years ended October 31, 2024 and 2023. ​ Net loss attributable to common stockholders and loss per common share Net loss attributable to common stockholders represents the net loss for the period less the preferred stock dividends on the Series B Preferred Stock.
Series B preferred stock dividends Dividends recorded on our 5% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Preferred Stock”) were $3.2 million for each of the years ended October 31, 2025 and 2024. ​ Net loss attributable to common stockholders and loss per common share Net loss attributable to common stockholders represents the net loss for the period less the preferred stock dividends on the Series B Preferred Stock.
Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates . ​ Our critical accounting policies are those that are both most important to our financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates . ​ Our critical accounting policies are those that are both most important to our financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a 70 Table of Contents result of the need to make estimates about the effect of matters that are inherently uncertain.
Net cash used in operating activities during fiscal year 2023 was primarily a result of the net loss of $108.1 million, increases in unbilled receivables of $21.9 million and other assets of $13.1 million and decreases in deferred revenue of $22.3 million and accrued liabilities of $4.5 million, partially offset by decreases in inventories of $4.7 million and accounts receivable of $1.1 million, an increase in accounts payable of $3.0 million and non-cash adjustments of $22.0 million.
Net cash used in operating activities during fiscal year 2023 was primarily a result of the net loss of $108.1 million, increases in unbilled receivables of $21.9 million and other assets of $13.1 million and decreases in deferred revenue of 67 Table of Contents $22.3 million and accrued liabilities of $4.5 million, partially offset by decreases in inventories of $4.7 million and accounts receivable of $1.1 million, an increase in accounts payable of $3.0 million and non-cash adjustments of $22.0 million.
If the Company exercises this option, the exercise price to be paid by the Company will be the greater of (1) the fair market value of East West Bank’s equity interest at the time the option is exercised, (2) five percent of the $15 million tax equity commitment and (3) East West Bank’s claim in liquidation determined using the hypothetical liquidation at book value method. ​ The Groton Partnership is a VIE under U.S.
If the Company exercises this option, the exercise price to be paid by the Company will be the greater of (1) the fair market value of East West Bank’s equity interest at the time the option is exercised, (2) five percent of the $15 million tax equity commitment and (3) East West Bank’s claim in liquidation determined using the HLBV method. ​ The Groton Partnership is a VIE under U.S.
“Debt” to the consolidated financial statements and is incorporated by reference herein. The information included under the headings “EXIM Financing,” “OpCo Financing Facility,” “Derby Back Leverage Financing,” “Groton Back Leverage Financing,” “State of Connecticut Loan,” and “Finance obligations for sale-leaseback agreements” in Note 12. “Debt” to the consolidated financial statements is incorporated herein by reference.
“Debt” to the consolidated financial statements and is incorporated by reference herein. The information included under the headings “2024 EXIM Financing,” “OpCo Financing Facility,” “Derby Back Leverage Financing,” “Groton Back Leverage Financing,” “State of Connecticut Loan,” and “Finance obligations for sale-leaseback agreements” in Note 12. “Debt” to the consolidated financial statements is incorporated herein by reference.
Together, the service and generation portion of backlog had a weighted average term of approximately 16 years as of October 31, 2024, with weighting based on the dollar amount of backlog and utility service contracts of up to 20 years in duration at inception . ​ Factors that may impact our liquidity Factors that may impact our liquidity in fiscal year 2025 and beyond include: ● The Company’s cash on hand and access to additional liquidity.
Together, the service and generation portion of backlog had a weighted average term of approximately 15 years as of October 31, 2025, with weighting based on the dollar amount of backlog and utility service contracts of up to 20 years in duration at inception . ​ Factors that may impact our liquidity Factors that may impact our liquidity in fiscal year 2026 and beyond include: ● The Company’s cash on hand and access to additional liquidity.
“Debt” to our Consolidated Financial Statements for the year ended October 31, 2024 included in this Annual Report on Form 10-K for a more detailed discussion of the Company’s restricted cash balance . ​ Power purchase agreements Under the terms of our PPAs, customers agree to purchase power or other value streams delivered such as hydrogen, steam, water, and/or carbon from the Company’s fuel cell power platforms at negotiated rates.
“Debt” to our Consolidated Financial Statements for the 69 Table of Contents year ended October 31, 2025 included in this Annual Report on Form 10-K for a more detailed discussion of the Company’s restricted cash balance . ​ Power purchase agreements Under the terms of our PPAs, customers agree to purchase power or other value streams, such as hydrogen, steam, water, and/or carbon, delivered from the Company’s fuel cell power platforms at negotiated rates.
We seek to mitigate our fuel risk using strategies including: (i) fuel cost reimbursement mechanisms in our PPAs to allow for pass through of fuel costs (full or partial) where possible, which we have done with our 14.9 MW operating project in Bridgeport, CT; (ii) procuring fuel under fixed price physical supply contracts with investment grade counterparties, which we have done for twenty years for our Tulare BioMAT project, the initial seven years of the twenty-year PPA for our LIPA Yaphank Project (through September of 2028), six years of the twenty-year PPA for our 14.0 MW and 2.8 MW Derby projects (through October of 2029), and the initial two years of the twenty-year hydrogen power purchase agreement for our Toyota project (through May of 2025); and (iii) potentially entering into future financial hedges with investment grade counterparties to offset potential negative market fluctuations.
We seek to mitigate our fuel risk using strategies including: (i) fuel cost reimbursement mechanisms in our PPAs to allow for pass through of fuel costs (full or partial) where possible, which we have done with our 14.9 MW operating project in Bridgeport, CT (the “Bridgeport Fuel Cell Project”); (ii) procuring fuel under fixed price physical supply contracts with investment grade counterparties, which we have done for twenty years for our Tulare BioMAT project, for the initial seven years of the twenty year PPA for our LIPA Yaphank Project (through September 2028), for six years of the twenty year PPA for our 14.0 MW and 2.8 MW Derby Projects (through October 2029), and for the initial three years of the twenty year hydrogen production and power purchase agreement for our Toyota project (through May 2026); and (iii) potentially entering into future financial hedges with investment grade counterparties to offset potential negative market fluctuations.
In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements.
In addition, the 75 Table of Contents guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment and contains other disclosure requirements.
We have utilized this cash to accelerate the commercialization of our solid oxide platforms, develop new capabilities to separate and capture carbon, develop and construct project assets, invest in capital improvements and expansion of our operations, perform research and development, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs. ​ As of October 31, 2024, unrestricted cash and cash equivalents totaled $148.1 million compared to $250.0 million as of October 31, 2023.
We have utilized this cash to accelerate the commercialization of our solid oxide platforms, develop new capabilities to separate and capture carbon, develop and construct project assets, invest in capital improvements and expansion of our operations, perform research and development, pay down existing outstanding indebtedness, and meet our other cash and liquidity needs. ​ As of October 31, 2025, unrestricted cash and cash equivalents totaled $278.1 million compared to $148.1 million as of October 31, 2024.
The income or loss allocations reflected in our Consolidated Statements of Operations and Comprehensive Loss may create volatility in our reported results of operations, including potentially changing net loss attributable to stockholders to net income attributable to stockholders, or vice versa, from quarter to quarter.
The income or loss allocations reflected in our Consolidated Statements of 74 Table of Contents Operations and Comprehensive Loss may create volatility in our reported results of operations, including potentially changing net loss attributable to stockholders to net income attributable to stockholders, or vice versa, from quarter to quarter.
The $3.2 million annual dividend payment, if dividends are declared, has not been included in this table as we cannot reasonably determine when or if we will be able to convert the Series B Preferred Stock into shares of our common stock.
(5) We pay $3.2 million in annual dividends on our Series B Preferred Stock, if and when declared. The $3.2 million annual dividend payment, if dividends are declared, has not been included in this table as we cannot reasonably determine when or if we will be able to convert the Series B Preferred Stock into shares of our common stock.
Please see the section of this Annual Report entitled “Forward-Looking Statement Disclaimer” for a discussion of the uncertainties, risks and assumptions associated with these statements, as well as the other risks set forth in our filings with the SEC including those set forth under the section entitled “Item 1A Risk Factors” in this Annual Report.
Please see the section of this Annual Report entitled “Forward-Looking Statement Disclaimer” for a discussion of the uncertainties, risks and assumptions associated with these statements, as well as the other risks set forth in our filings with the SEC including those set forth under the section entitled Item 1A. Risk Factors in this Annual Report.
To the extent the power platform(s) under service agreements do not achieve the minimum power output, certain service agreements include a performance guarantee penalty. Performance guarantee penalties represent variable consideration, which is estimated for each service agreement based on past experience, using the expected value method.
To the extent the power platform(s) under service agreements do not achieve the minimum power output, certain service agreements include a performance guarantee penalty. Performance guarantee 72 Table of Contents penalties represent variable consideration, which is estimated for each service agreement based on past experience, using the expected value method.
If these criteria are not met, the promised goods or services are accounted for as a single performance obligation. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring goods or services to the customer.
If these criteria are not met, the promised goods or services are accounted for as a single performance obligation. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring 71 Table of Contents goods or services to the customer.
This transaction was structured as a “partnership flip,” which is a structure commonly used by tax equity investors in the 73 Table of Contents financing of renewable energy projects.
This transaction was structured as a “partnership flip,” which is a structure commonly used by tax equity investors in the financing of renewable energy projects.
The following table summarizes our generation operating portfolio as of October 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Project Name Location Power Off - Taker Rated Capacity (MW) (1) Actual Commercial Operation Date (FuelCell Energy Fiscal Quarter) PPA Term (Years) Central CT State University (“CCSU”) ​ New Britain, CT ​ CCSU (CT University) ​ 1.4 ​ Q2 ‘12 ​ 15 Riverside Regional Water Quality Control Plant ​ Riverside, CA ​ City of Riverside (CA Municipality) ​ 1.4 ​ Q4 '16 ​ 20 Pfizer, Inc. ​ Groton, CT ​ Pfizer, Inc. ​ 5.6 ​ Q4 '16 ​ 20 Santa Rita Jail ​ Dublin, CA ​ Alameda County, California ​ 1.4 ​ Q1 '17 ​ 20 Bridgeport Fuel Cell Project ​ Bridgeport, CT ​ Connecticut Light and Power Company (CT Utility) ​ 14.9 ​ Q1 '13 ​ 15 Tulare BioMAT ​ Tulare, CA ​ Southern California Edison (CA Utility) ​ 2.8 ​ Q1 '20 ​ 20 San Bernardino ​ San Bernardino, CA ​ City of San Bernardino Municipal Water Department ​ 1.4 ​ Q3 '21 ​ 20 LIPA Yaphank Project ​ Long Island, NY ​ PSEG / LIPA, LI NY (Utility) ​ 7.4 ​ Q1 '22 ​ 20 Groton Project ​ Groton, CT ​ CMEEC (CT Electric Co-op) ​ 7.4 (2) ​ Q1 '23 ​ 20 Toyota ​ Long Beach, CA ​ Southern California Edison; Toyota ​ 2.3 ​ Q1 '24 ​ 20 Derby - CT RFP-2 ​ Derby, CT ​ Eversource/United Illuminating (CT Utilities) ​ 14.0 ​ Q1 '24 ​ 20 SCEF - Derby ​ Derby, CT ​ Eversource/United Illuminating (CT Utilities) ​ 2.8 ​ Q1 '24 ​ 20 ​ ​ ​ ​ Total MW Operating: ​ 62.8 ​ ​ ​ ​ ​ (1) Rated capacity is the platform’s design rated output as of the date of initiation of commercial operations, except with respect to the Groton Project.
Generation Operating Portfolio Our generation operating portfolio provides us with the full benefit of future cash flows, net of any debt service requirements. ​ 61 Table of Contents The following table summarizes our generation operating portfolio as of October 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Project Name ​ ​ ​ Location ​ ​ ​ Power Off - Taker ​ ​ ​ Rated Capacity (MW) (1) ​ ​ ​ Actual Commercial Operation Date (FuelCell Energy Fiscal Quarter) ​ ​ ​ PPA Term (Years) Central CT State University (“CCSU”) ​ New Britain, CT ​ CCSU (CT University) ​ 1.4 ​ Q2 ‘12 ​ 15 Riverside Regional Water Quality Control Plant ​ Riverside, CA ​ City of Riverside (CA Municipality) ​ 1.4 ​ Q4 '16 ​ 20 Pfizer, Inc. ​ Groton, CT ​ Pfizer, Inc. ​ 5.6 ​ Q4 '16 ​ 20 Santa Rita Jail ​ Dublin, CA ​ Alameda County, California ​ 1.4 ​ Q1 '17 ​ 20 Bridgeport Fuel Cell Project ​ Bridgeport, CT ​ Connecticut Light and Power Company (CT Utility) ​ 14.9 ​ Q1 '13 ​ 15 Tulare BioMAT ​ Tulare, CA ​ Southern California Edison (CA Utility) ​ 2.8 ​ Q1 '20 ​ 20 San Bernardino ​ San Bernardino, CA ​ City of San Bernardino Municipal Water Department ​ 1.4 ​ Q3 '21 ​ 20 LIPA Yaphank Project ​ Long Island, NY ​ PSEG / LIPA, LI NY (Utility) ​ 7.4 ​ Q1 '22 ​ 20 Groton Project ​ Groton, CT ​ CMEEC (CT Electric Co-op) ​ 7.4 (2) ​ Q1 '23 ​ 20 Toyota ​ Long Beach, CA ​ Southern California Edison; Toyota ​ 2.3 ​ Q1 '24 ​ 20 Derby - CT RFP-2 ​ Derby, CT ​ Eversource/United Illuminating (CT Utilities) ​ 14.0 ​ Q1 '24 ​ 20 SCEF - Derby ​ Derby, CT ​ Eversource/United Illuminating (CT Utilities) ​ 2.8 ​ Q1 '24 ​ 20 ​ ​ ​ ​ Total MW Operating: ​ 62.8 ​ ​ ​ ​ ​ (1) Rated capacity is the platform’s design rated output as of the date of initiation of commercial operations, except with respect to the Groton Project.
Revenue is recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company, and the Company satisfies its performance obligation. Revenue is recognized based on the output method as 72 Table of Contents there is a directly observable output to the customer-electricity delivered to the customer and immediately consumed.
Revenue is recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company, and the Company satisfies its performance obligation. Revenue is recognized based on the output method as there is a directly observable output to the customer-electricity delivered to the customer and immediately consumed.
Morgan Securities LLC and Loop Capital Markets LLC (each, an “Agent” and together, the “Agents”) (the 2022 Sales Agreement as amended by the Amendment, the “Amended Sales Agreement”), with respect to an at the market offering program under which the Company may, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million (exclusive of any amounts previously sold under the 2022 Sales Agreement prior to its amendment).
Morgan Securities LLC and Loop Capital Markets LLC (each, an “Agent” and together, the “Agents”), with respect to an at the market offering program under which the Company may, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million (exclusive of any amounts previously sold under the Sales Agreement prior to its amendment).
Our estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. As of October 31, 2024 and 2023, our loss accruals on service agreements totaled $9.0 million and $9.5 million, respectively.
Our estimates are performed on a contract by contract basis and include cost assumptions based on what we anticipate the service requirements will be to fulfill obligations for each contract. As of October 31, 2025 and 2024, our loss accruals on service agreements totaled $8.4 million and $9.0 million, respectively.
The outstanding finance obligations under our sale-leaseback transactions, which totaled $18.8 million as of October 31, 2024, include an embedded gain of $10.5 million representing the current carrying value of finance obligations less future required payments, which will be recognized at the end of the applicable lease terms should the Company repurchase the assets at the end of the term.
The outstanding finance obligations under our sale-leaseback transactions, which totaled $18.8 million as of October 31, 2025, include an embedded gain of $12.0 million representing the current carrying value of finance obligations less future required payments, which will be recognized at the end of the applicable lease terms should the Company repurchase the assets at the end of the term.
(“East West Bank”) and Renewable Energy Investors, LLC (“REI”) . ​ For the years ended October 31, 2024 and 2023, net income attributable to noncontrolling interest totaled $0.9 million and $2.0 million, respectively, for the LIPA Yaphank project tax equity financing transaction with REI. ​ For the years ended October 31, 2024 and 2023, net loss attributable to noncontrolling interest totaled $(3.5) million and ($2.5) million for the Groton Project tax equity financing transaction with East West Bank. ​ For the year ended October 31, 2024, net loss attributable to noncontrolling interest totaled $(28.3) million for the Derby Projects tax equity financing transaction with Franklin Park.
(“East West Bank”) and Renewable Energy Investors, LLC (“REI”) . ​ For the years ended October 31, 2025 and 2024, net loss attributable to noncontrolling interest totaled $(1.4) million and net income attributable to noncontrolling interest totaled $0.9 million, respectively, for the LIPA Yaphank Project tax equity financing transaction with REI. ​ For the years ended October 31, 2025 and 2024, net loss attributable to noncontrolling interest totaled $(3.6) million and $(3.5) million, respectively, for the Groton Project tax equity financing transaction with East West Bank. ​ For the years ended October 31, 2025 and 2024, net income attributable to noncontrolling interest totaled $1.5 million and net loss attributable to noncontrolling interest totaled $(28.3) million, respectively, for the Derby Projects tax equity financing transaction with Franklin Park.
A two-year (through May of 2025) fuel supply contract has been executed for the Toyota project. Six-year (through October 2029) fuel supply contracts have been executed for the 14.0 MW and 2.8 MW projects in Derby, CT. We are currently in the midst of a seven-year fuel supply contract (through September 2028) for our 7.4 MW Yaphank Project.
A one-year fuel supply contract (through May of 2026) has been executed for the Toyota project. Six-year fuel supply contracts (through October 2029) have been executed for the 14.0 MW and 2.8 MW Derby Projects. We are currently in the midst of a seven-year contract (through September 2028) for our 7.4 MW LIPA Yaphank Project.
The Company anticipates its processes will be enhanced to address the disaggregation and disclosure requirements, though it does not expect adoption to impact its overall results from operations. ​ ​ 75 Table of Contents
The Company anticipates its processes will be enhanced to address the disaggregation and disclosure requirements, though it does not expect adoption to impact its overall results from operations. ​
Financing Activities – Net cash provided by financing activities was $122.2 million during fiscal year 2024, compared to $151.1 million in fiscal year 2023 and $180.6 million in fiscal year 2022. 67 Table of Contents Net cash provided by financing activities during fiscal year 2024 resulted from $23.1 million of proceeds from debt financings, $92.6 million of net proceeds from sales of common stock and $25.1 million of contributions received from the sale of a noncontrolling interest, offset by debt repayments of $11.7 million, payments of debt issuance costs of $1.2 million, payments for taxes related to net share settlement of equity awards of $1.1 million, payment of $3.2 million in preferred dividends to the holders of our Series B Preferred Stock and distribution to noncontrolling interests of $1.6 million.
Net cash provided by financing activities during fiscal year 2024 resulted from $23.1 million of proceeds from debt financings, $92.6 million of net proceeds from sales of common stock and $25.1 million of contributions received from the sale of a noncontrolling interest, offset by debt repayments of $11.7 million, payments of debt issuance costs of $1.2 million, payments for taxes related to net share settlement of equity awards of $1.1 million, payment of $3.2 million in preferred dividends to the holders of our Series B Preferred Stock and distribution to noncontrolling interests of $1.6 million.
The Company does not take a fundamental view on natural gas or other commodity pricing and seeks commercially available means to 64 Table of Contents reduce commodity exposure.
The Company does not take a fundamental view on natural gas or other commodity pricing and seeks commercially available means to reduce commodity exposure.
We operated at an annualized production rate of 27.7 MW for the fiscal year ended October 31, 2024, compared to an annualized production rate of approximately 32.7 MW for the fiscal year ended October 31, 2023.
We operated at an annualized production rate of 31.5 MW for the fiscal year ended October 31, 2025, compared to an annualized production rate of approximately 27.7 MW for the fiscal year ended October 31, 2024.
These amounts include development costs, interconnection costs, costs associated with posting of letters of credit, bonding or other forms of security, and engineering, permitting, legal, and other expenses. ● The amount of accounts receivable and unbilled receivables as of October 31, 2024 and 2023 was $76.9 million ($28.3 million of which is classified as “Other assets”) and $45.9 million ($25.8 million of which is classified as “Other assets”), respectively.
These amounts include development costs, interconnection costs, costs associated with posting of letters of credit, bonding or other forms of security, and engineering, permitting, legal, and other expenses. ● The amount of accounts receivable and unbilled receivables as of October 31, 2025 and 2024 was $135.1 million ($82.1 million of which is classified as “Other assets”) and $76.9 million ($28.3 million of which is classified as “Other assets”), respectively.
The Company’s future liquidity, for fiscal year 2025 and in the long-term, will depend on its ability to (i) timely complete current projects in process within budget, (ii) increase cash flows from its generation operating portfolio, including by meeting conditions required to timely commence operation of new projects, operating its generation operating portfolio in compliance with minimum performance guarantees and operating its generation operating portfolio in accordance with revenue expectations, (iii) obtain financing for project construction and manufacturing expansion, (iv) obtain permanent financing for its projects once constructed, (v) increase order and contract volumes, which would lead to additional product sales, service agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts, (vii) successfully commercialize its solid oxide, hydrogen and carbon capture platforms, (viii) implement capacity expansion for solid oxide product manufacturing, (ix) implement the product cost reductions necessary to achieve profitable operations, (x) manage working capital and the Company’s unrestricted cash balance and (xi) access the capital markets to raise funds through the sale of debt and equity securities, convertible notes, and other equity-linked instruments. ​ We are continually assessing different means by which to accelerate the Company’s growth, enter new markets, commercialize new products, and enable capacity expansion.
The Company’s future liquidity, for fiscal year 2026 and in the long-term, will depend on its ability to (i) timely complete current projects in process within budget, (ii) increase cash flows from its generation operating portfolio, including by meeting conditions required to timely commence operation of new projects, operating its generation operating portfolio in compliance with minimum performance guarantees and operating its generation operating portfolio in accordance with revenue expectations, (iii) obtain financing for project construction and manufacturing expansion, (iv) obtain permanent financing for its projects once constructed, (v) increase order and contract volumes, which would lead to additional product sales, service agreements and generation revenues, (vi) obtain funding for and receive payment for research and development under current and future Advanced Technologies contracts, (vii) successfully advance the commercialization of its solid oxide and carbon capture platforms through partnerships with third parties, (viii) implement capacity expansion for its carbonate products when required, (ix) seek partnerships for solid oxide product commercialization and manufacturing, (x) implement the product cost reductions necessary to achieve profitable operations, (xi) manage working capital and the Company’s unrestricted cash balance and (xii) access the capital markets to raise funds through the sale of debt and equity securities, convertible notes, and other equity-linked instruments.
The restricted cash balance as of October 31, 2024 also included $2.9 million primarily to support obligations under the power purchase and service agreements related to Crestmark sale-leaseback transactions, $12.9 million relating to future obligations associated with the Groton Senior Back Leverage Loan Facility, the Derby Senior Back Leverage Loan Facility, the Groton Subordinated Back Leverage Loan Facility, and the Derby Subordinated Back Leverage Loan Facility, and $24.7 million relating to future obligations associated with the OpCo Financing Facility.
The restricted cash balance as of October 31, 2025 also included $2.9 million primarily to support obligations under the power purchase and service agreements related to Crestmark sale-leaseback transactions, $16.5 million relating to future obligations associated with the Groton Senior Back Leverage Loan Facility, the Derby Senior Back Leverage Loan Facility, the Groton Subordinated Back Leverage Loan Facility, and the Derby Subordinated Back Leverage Loan Facility, and $22.5 million relating to future obligations associated with the OpCo Financing Facility.
Advanced Technologies contracts for the year ended October 31, 2024 generated a gross profit of $9.0 million compared to a gross profit of $4.0 million for the year ended October 31, 2023.
Advanced Technologies contracts for the year ended October 31, 2025 generated a gross profit of $5.5 million compared to a gross profit of $9.0 million for the year ended October 31, 2024.
The Company has also utilized and expects to continue to utilize a combination of long-term debt and tax equity financing (e.g., sale-leaseback transactions, partnership flip transactions and the monetization and/or transfer of eligible investment and production tax credits) to finance its project asset portfolio as these projects commence commercial operations, particularly in light of the passage of the Inflation Reduction Act in August 2022.
The Company has also utilized and expects to continue to utilize a combination of long-term debt and tax equity financing (e.g., sale-leaseback transactions, partnership flip transactions and the monetization and/or transfer of eligible investment and production tax credits) to finance its project asset portfolio as these projects commence commercial operations.
For the years ended October 31, 2024 and 2023, depreciation and amortization totaled $36.2 million and $25.4 million, respectively (of these totals, approximately $28.2 million and $20.3 million for the years ended October 31, 2024 and 2023, respectively, relate to depreciation of project assets in our generation operating portfolio and amortization of a generation intangible asset).
For the years ended October 31, 2025 and 2024, depreciation and amortization totaled $40.4 million and $36.2 million, respectively (of these totals, approximately $32.4 million and $28.2 million for the years ended October 31, 2025 and 2024, respectively, relate to depreciation of project assets in our generation operating portfolio and amortization of a generation intangible asset).
Project assets consist of capitalized costs for fuel cell projects that are operating and producing revenue or are under construction. Project assets as of October 31, 2024 consisted of $242.0 million of completed, operating installations and $0.2 million of projects in development.
Project assets consist of capitalized costs for fuel cell projects that are operating and producing revenue or are under construction. Project assets as of October 31, 2025 consisted of $216.1 million of completed, operating installations and $0.8 million of projects in development.
Cost of service agreements includes maintenance and operating costs and module exchanges. ​ Overall gross loss from service agreements revenues was $(1.1) million for the year ended October 31, 2024 which decreased from a gross profit of $4.1 million for the year ended October 31, 2023.
Cost of service agreements includes maintenance and operating costs and module exchanges. ​ Overall gross loss from service agreements revenues was $(2.2) million for the year ended October 31, 2025 which increased from a gross loss of $(1.1) million for the year ended October 31, 2024.
Pursuant to the LTSA with GGE, GGE and the Company have agreed that (i) GGE will purchase from the Company 42 1.4-MW carbonate fuel cell modules to replace existing fuel cell modules at the GGE Platform, (ii) the Company will provide certain balance of plant replacement components if and to the extent the parties reasonably determine existing components should be replaced, and (iii) the Company will provide long term operations and maintenance services for the GGE Platform.
Pursuant to the LTSA between CGN and the Company (the “CGN LTSA”), CGN and the Company have agreed that (i) CGN will purchase from the Company eight carbonate fuel cell modules to replace existing fuel cell modules at the CGN Platform, (ii) the Company will provide certain balance of plant replacement components if and to the extent the parties reasonably determine existing components should be replaced, and (iii) the Company will provide long term operations and maintenance services for the CGN Platform.
The reduction in the annualized production rate for fiscal year 2024 is primarily due to moderating our production levels in our Torrington facility as a result of market demand timing.
The increase in the annualized production rate for fiscal year 2025 is primarily due to increasing our production levels in our Torrington facility as a result of market demand timing.
While government research and development contracts may extend for many years, funding is often provided incrementally on a year-by-year basis if contract terms are met and Congress authorizes the funds. As of 69 Table of Contents October 31, 2024, Advanced Technologies contract backlog totaled $36.0 million, of which $27.3 million is non-U.S. Government-funded and $8.7 million is U.S. Government-funded.
While government research and development contracts may extend for many years, funding is often provided incrementally on a year-by-year basis if contract terms are met and Congress authorizes the funds. As of October 31, 2025, Advanced Technologies contract backlog totaled $19.5 million, of which $13.8 million is non-U.S. Government-funded and $5.7 million is U.S. Government-funded.
The total amount payable by GGE under the LTSA for the 42 replacement fuel cell modules, balance of plant replacement components, and service is $159.6 million, with payments to be made over time as such replacement fuel cell modules are commissioned and the service obligations under the LTSA for such Plants commence.
The total amount payable by CGN under the CGN LTSA for the eight replacement fuel cell modules, balance of plant replacement components, and service is $31.7 million USD, with payments to be made over time as such replacement fuel cell modules are commissioned and the service obligations under the CGN LTSA for such CGN Plants commence.
If the Company is unable to secure fuel on favorable economic terms, the Company may incur impairment charges. ● Expenditures for property, plant and equipment are expected to range between $20.0 million and $25.0 million for fiscal year 2025.
If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges. ● Expenditures for property, plant and equipment are expected to range between $20.0 million and $30.0 million for fiscal year 2026.
The Company actively markets its products in order to grow this portfolio; however, the Company may also sell certain projects to investors from time to time. As of October 31, 2024, the Company had two projects representing an additional 1.3 MW in development, which projects are expected to generate operating cash flows in future periods, if completed.
The Company actively markets its products in order to grow this portfolio; however, the Company may also sell certain projects to investors from time to time. As of October 31, 2025, the Company had one project representing an additional 7.4 MW in development, which is expected to generate operating cash flows in future periods, if completed.
Revenues arising from the purchase order received from Esso Nederland B.V. (“Esso”), an affiliate of EMTEC and Exxon Mobil Corporation, related to the Rotterdam project were approximately $10.7 million during the year ended October 31, 2024, which was an increase of $8.7 million compared to the year ended October 31, 2023.
Revenues arising from the purchase order received from Esso Nederland B.V. (“Esso”), an affiliate of EMTEC and Exxon Mobil Corporation, related to the Rotterdam project were approximately $8.1 million during the year ended October 31, 2025, which was a decrease of $2.5 million compared to the year ended October 31, 2024.
Restricted Cash As of October 31, 2024, we have pledged approximately $60.8 million of our cash and cash equivalents as performance security and for letters of credit for certain banking requirements and contracts. As of October 31, 2024, outstanding letters of credit totaled $14.2 million. These expire on various dates through October 2029.
Restricted Cash As of October 31, 2025, we have pledged approximately $63.7 million of our cash and cash equivalents as performance security and for letters of credit for certain banking requirements and contracts. As of October 31, 2025, outstanding letters of credit totaled $12.7 million. These expire on various dates through October 2029.
The increase in gross loss from generation revenues is primarily related to the mark-to-market loss of $6.9 million recorded for the year ended October 31, 2024 compared to a mark-to-market net gain of $4.1 million for the year ended October 31, 2023, offset by a decrease in construction and gas costs being expensed related to the Toyota project and higher margins of the operating fleet for the year ended October 31, 2024.
The decrease in gross loss from generation revenues is primarily related to the mark-to-market net gain of $4.7 million recorded for the year ended October 31, 2025 compared to a mark-to-market net loss of $6.9 million for the year ended October 31, 2024, and a decrease in construction and gas costs being expensed related to the Toyota project.
The following table summarizes our consolidated cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended October 31, (dollars in thousands) 2024 ​ 2023 2022 Consolidated Cash Flow Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in operating activities ​ $ (152,906) ​ $ (140,250) ​ $ (112,167) Net cash used in investing activities ​ ​ (60,049) ​ ​ (192,365) ​ ​ (46,651) Net cash provided by financing activities ​ ​ 122,151 ​ ​ 151,067 ​ ​ 180,583 Effects on cash from changes in foreign currency rates ​ ​ 111 ​ ​ 80 ​ ​ (933) Net (decrease) increase in cash, cash equivalents and restricted cash ​ $ (90,693) ​ $ (181,468) ​ $ 20,832 ​ The key components of our cash inflows and outflows were as follows: Operating Activities – Net cash used in operating activities was $152.9 million during fiscal year 2024, compared to net cash used in operating activities of $140.3 million in fiscal year 2023 and net cash used in operating activities of $112.2 million in fiscal year 2022.
The following table summarizes our consolidated cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended October 31, (dollars in thousands) ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 Consolidated Cash Flow Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in operating activities ​ $ (125,291) ​ $ (152,906) ​ $ (140,250) Net cash provided by (used in) investing activities ​ ​ 88,861 ​ ​ (60,049) ​ ​ (192,365) Net cash provided by financing activities ​ ​ 169,262 ​ ​ 122,151 ​ ​ 151,067 Effects on cash from changes in foreign currency rates ​ ​ 77 ​ ​ 111 ​ ​ 80 Net increase (decrease) in cash, cash equivalents and restricted cash ​ $ 132,909 ​ $ (90,693) ​ $ (181,468) ​ The key components of our cash inflows and outflows were as follows: Operating Activities – Net cash used in operating activities was $125.3 million during fiscal year 2025, compared to net cash used in operating activities of $152.9 million in fiscal year 2024 and net cash used in operating activities of $140.3 million in fiscal year 2023.
Cost of generation revenues totaled $79.9 million for the year ended October 31, 2024 compared to $62.9 million for the year ended October 31, 2023.
Cost of generation revenues totaled $64.0 million for the year ended October 31, 2025 compared to $79.9 million for the year ended October 31, 2024.
For more information about our restructuring plan, please see Part II, Item 8, Note 4 — Restructuring and Note 22 — Subsequent Events. ​ Backlog Backlog by revenue category is as follows: ● Service agreements backlog totaled $174.2 million as of October 31, 2024, compared to $140.8 million as of October 31, 2023.
For more information about our restructuring plans, please see Part II, Item 8, Note 4 — Impairment and Restructuring . ​ Backlog Backlog by revenue category is as follows: ● Service agreements backlog totaled $162.4 million as of October 31, 2025, compared to $174.2 million as of October 31, 2024.
In the fourth quarter of fiscal year 2024, approximately 1.9 million shares of the Company’s common stock were sold under the Amended Sales Agreement at an average sale price of $11.23 per share, resulting in gross proceeds of approximately $21.5 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $20.8 million after deducting sales commissions totaling approximately $0.4 million and fees totaling approximately $0.2 million.
In the fourth quarter of fiscal year 2025, approximately 16.4 million shares of the Company’s common stock were sold under the Sales Agreement at an average sale price of $8.33 per share, resulting in gross proceeds of approximately $136.9 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $134.1 million after deducting sales commissions totaling approximately $2.7 million and fees totaling approximately $0.1 million.
During the years ended October 31, 2024 and 2023, the Company invested in United States (U.S.) Treasury Securities. The amortized cost of the U.S. Treasury Securities outstanding totaled $109.1 million as of October 31, 2024, compared to $103.8 million as of October 31, 2023 and is classified as Investments – short-term on the 58 Table of Contents Consolidated Balance Sheets.
During the years ended October 31, 2025 and 2024, the Company invested in United States (U.S.) 58 Table of Contents Treasury Securities. The amortized cost of the U.S. Treasury Securities outstanding totaled $109.1 million as of October 31, 2024 and was classified as Investments - short-term on the Consolidated Balance Sheets. There were no outstanding U.S.
Cost of generation revenues included depreciation and amortization of approximately $28.2 million and $20.3 million for the years ended October 31, 2024 and 2023, respectively.
Cost of generation revenues included depreciation and amortization of approximately $32.4 million and $28.2 million for the years ended October 31, 2025 and 2024, respectively.
Manufacturing 52 Table of Contents variances, primarily related to production volumes and unabsorbed overhead costs, totaled approximately $11.9 million for the year ended October 31, 2024 compared to approximately $12.0 million for the year ended October 31, 2023. ​ Product revenues for the year ended October 31, 2024 generated a gross loss of $13.9 million compared to a gross profit of $6.7 million for the year ended October 31, 2023.
Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, totaled approximately $13.1 million for the year ended October 31, 2025 compared to approximately $11.9 million for the year ended October 31, 2024. ​ Product revenues for the year ended October 31, 2025 generated a gross loss of $(13.7) million compared to a gross loss of $(13.9) million for the year ended October 31, 2024.
Net cash provided by financing activities during fiscal year 2022 resulted from $183.6 million of net proceeds from sales of common stock and $11.9 million of net contributions received from the sale of a noncontrolling interest in the LIPA Yaphank Project, partially offset by debt repayments of $9.5 million, payment for taxes related to net share settlement of equity awards of $1.9 million, payment of $3.2 million of preferred dividends to the holders of our Series B Preferred Stock and distribution to noncontrolling interests of $0.3 million.
Net cash provided by financing activities during fiscal year 2025 resulted from $185.7 million of net proceeds from sales of common stock and $4.0 million of contributions received from the sale of a noncontrolling interest, partially offset by debt repayments of $14.4 million, payments of debt issuance costs of $0.2 million, payments for taxes related to net share settlement of equity awards of $0.6 million, payment of $3.2 million in preferred dividends to the holders of our Series B Preferred Stock and distribution to noncontrolling interests of $2.1 million.
For more information about the restructuring plan and the related workforce reductions that occurred in September and November 2024, please see Part II, Item 8, Note 4 — Restructuring and Note 22 — Subsequent Events.
For more information about the restructuring plans and the related workforce reductions that occurred in September 2024, November 2024, and June 2025, please see Part II, Item 8, Note 4 — Impairment and Restructuring.
Finally, the Company will continue investing in product enhancements of our carbonate platform including advancing commercial demonstrations of carbon capture and carbon recovery platforms. ​ ● Under the terms of certain contracts, the Company will provide performance security for future contractual obligations.
Finally, the Company will continue making targeted investments in product enhancements of our carbonate platform including advancing efficiency, power output and life as well as advancing commercial demonstrations of carbon capture and carbon recovery platforms. ​ ● Under the terms of certain contracts, the Company provides and will provide performance security for future contractual obligations.
For the years ended October 31, 2024 and 2023, net loss attributable to common stockholders was $129.2 million and $110.8 million, respectively, and loss per common share was $7.83 and $7.92, respectively.
For the years ended October 31, 2025 and 2024, net loss attributable to common stockholders was $191.1 million and $129.2 million, respectively, and loss per common share was $7.42 and $7.83, respectively.
ACCOUNTING GUIDANCE UPDATE Recently Adopted Accounting Guidance There is no recently adopted accounting guidance applicable to the Company’s financial statements. Recent Accounting Guidance Not Yet Effective In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
ACCOUNTING GUIDANCE UPDATE Recently Adopted Accounting Guidance In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
Advanced Technologies contract revenues recognized under the Joint Development Agreement between the Company and ExxonMobil Technology and Engineering Company f/k/a ExxonMobil Research and Engineering Company (“EMTEC”) (which was originally effective as of October 31, 2019) (as amended, the “EMTEC Joint Development Agreement”) were approximately $8.8 million during the year ended October 31, 2024, which was a decrease of $1.7 million compared to the year ended October 31, 2023.
Advanced Technologies contract revenues recognized under the Joint Development Agreement (as amended, the “Joint Development Agreement”) between the Company and ExxonMobil Technology and Engineering Company f/k/a ExxonMobil Research and Engineering Company (“EMTEC”) were approximately $9.5 million during the year ended October 31, 2025, which was an increase of $0.7 million compared to the year ended October 31, 2024.
As of October 31, 2024, we had pledged approximately $60.8 million of our cash and cash equivalents as collateral for performance security and for letters of credit for certain banking requirements and contracts.
As of October 31, 2025, we had pledged approximately $63.7 million of our cash and 66 Table of Contents cash equivalents as collateral for performance security and for letters of credit for certain banking requirements and contracts.
Impairment of Long-Lived Assets (including Project Assets) Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group which pertains to specific projects may not be recoverable.
For more information about the impairment, please see Part II, Item 8, Note 4 — Impairment and Restructuring . Impairment of Long-Lived Assets (including Project Assets) Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group which pertains to specific projects may not be recoverable.
Accrued performance guarantees represent variable consideration for service contracts and accordingly are recorded as an offset to service agreements revenues. ​ Cost of service agreements revenues decreased $33.9 million to $11.1 million for the year ended October 31, 2024 from $45.0 million for the year ended October 31, 2023.
Performance guarantees represent variable consideration for service contracts and accordingly are recorded as an offset to service agreements revenues. ​ Cost of service agreements revenues increased $11.5 million to $22.6 million for the year ended October 31, 2025 from $11.1 million for the year ended October 31, 2024.
Cost of Advanced Technologies contract revenues increased $4.3 million to $17.5 million for the year ended October 31, 2024, compared to $13.2 million for the year ended October 31, 2023.
Cost of Advanced Technologies contract revenues decreased $2.4 million to $15.1 million for the year ended October 31, 2025, compared to $17.5 million for the year ended October 31, 2024.
In addition, the Company recently began manufacturing carbonate modules optimized for direct flue gas carbon capture at the Torrington facility. ​ Solid Oxide Platforms: The Company continues to invest in product development and manufacturing scale up for two solid oxide platforms: power generation and electrolysis.
In addition, the Company has begun manufacturing carbonate modules optimized for direct flue gas carbon capture at the Torrington facility. ​ Solid Oxide Platforms: Through fiscal year 2024, the Company invested in product development and manufacturing scale up for two solid oxide platforms: power generation and electrolysis.
Total costs of revenues for the year ended October 31, 2024 increased by $14.1 million, or 11%, to $148.1 million from $133.9 million for the year ended October 31, 2023. The Company’s gross margin was (32.0)% in fiscal year 2024, as compared to a gross margin of (8.5)% in fiscal year 2023.
Total costs of revenues for the year ended October 31, 2025 increased by $36.5 million, or 25%, to $184.6 million from $148.1 million for the year ended October 31, 2024. The Company’s gross margin was (16.7)% in fiscal year 2025, as compared to a gross margin of (32.0)% in fiscal year 2024.
As of October 31, 2024, net debt outstanding related to project assets was $116.5 million. Future required payments, inclusive of principal and interest, totaled $139.8 million as of October 31, 2024.
As of October 31, 2025, net debt outstanding related to project assets was $106.1 million. Future required payments, inclusive of principal and interest, totaled $122.1 million as of October 31, 2025.
Payments are based on costs incurred for government sponsored Advanced Technologies projects and upon completion of milestones for previous fixed-price Advanced Technologies projects. Payments under the EMTEC Joint Development Agreement are based on time spent and material costs incurred.
Payments are based on costs incurred for government sponsored Advanced Technologies. Payments under the Joint Development Agreement with EMTEC are based on time spent and material costs incurred.
As of October 31, 2024, restricted cash and cash equivalents was $60.8 million, of which $12.2 million was classified as current and $48.6 million was classified as non-current, compared to $49.6 million of restricted cash and cash equivalents as of October 31, 2023, of which $5.2 million was classified as current and $44.5 million was classified as non-current.
As of October 31, 2025, restricted cash and cash equivalents was $63.7 million, of which $16.6 million was classified as current and $47.1 million was classified as non-current, compared to $60.8 million of restricted cash and cash equivalents as of October 31, 2024, of which $12.2 million was classified as current and $48.6 million was classified as non-current.
GAAP. ​ The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a comparison of the fiscal year ended October 31, 2024 (“fiscal year 2024”) to the fiscal year ended October 31, 2023 (“fiscal year 2023”).
Results of Operations are presented in accordance with U.S. GAAP. ​ The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a comparison of the fiscal year ended October 31, 2025 (“fiscal year 2025”) to the fiscal year ended October 31, 2024 (“fiscal year 2024”).
Advanced Technologies contract revenues recognized under government and other contracts were approximately $7.1 million for the year ended October 31, 2024, which were $2.3 million higher compared to the year ended October 31, 2023.
Advanced Technologies contract revenues recognized under government and other contracts were approximately $3.0 million for the year ended October 31, 2025, which was a decrease of $4.1 million compared to the year ended October 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Foreign Currency Exchange Risk As of October 31, 2024, approximately 1% of our total cash and cash equivalents were in currencies other than U.S. dollars (primarily the Euro, Canadian dollars and Korean Won) and we have no plans of repatriation. We make purchases from certain vendors and receive payment from certain customers in currencies other than U.S. dollars.
Foreign Currency Exchange Risk As of October 31, 2025, approximately 1% of our total cash and cash equivalents were in currencies other than U.S. dollars (primarily the Euro, Canadian dollars and Korean Won) and we have no plans of repatriation. We make purchases from certain vendors and receive payment from certain customers in currencies other than U.S. dollars.
We seek to mitigate our fuel risk using strategies including: (i) fuel cost reimbursement mechanisms in our PPAs to allow for pass through of fuel costs (full or partial) where possible, which we have done with our 14.9 MW operating project in Bridgeport, CT; (ii) procuring fuel under fixed price physical supply contracts with investment grade counterparties, which we have done for twenty years for our Tulare BioMAT project, the initial seven years of the twenty year PPA for our LIPA Yaphank Project (through September of 2028), six years of the twenty year PPA for our 14.0 MW and 2.8 MW Derby Projects (through October of 2029), and the initial two years of the twenty year hydrogen power purchase agreement for our Toyota project (through May of 2025); and (iii) potentially entering into future financial hedges with investment grade counterparties to offset potential negative market fluctuations.
We seek to mitigate our fuel risk using strategies including: (i) fuel cost reimbursement mechanisms in our PPAs to allow for pass through of fuel costs (full or partial) where possible, which we have done with our 14.9 MW operating project in Bridgeport, CT; (ii) procuring fuel under fixed price physical supply contracts with investment grade counterparties, which we have done for twenty years for our Tulare BioMAT project, the initial seven years of the twenty year PPA for our LIPA Yaphank Project (through September 2028), six years of the twenty year PPA for our 14.0 MW and 2.8 MW Derby Projects (through October 2029), and the initial three years of the twenty year hydrogen production and power purchase agreement for our Toyota project (through May 2026); and (iii) potentially entering into future financial hedges with investment grade counterparties to offset potential negative market fluctuations.
If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges to the Derby Project assets or the Yaphank Project assets and further charges for the Toyota project asset. ​ Historically, this risk has not been material to our financial statements as our operating projects prior to October 31, 2024 either did not have fuel price risk exposure, had fuel cost reimbursement mechanisms in our related PPAs to allow for pass through of fuel costs (full or partial), or had established long term fixed price fuel physical contracts.
If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges to the Derby Project assets or the LIPA Yaphank Project asset and further impairment charges for the Toyota project asset. ​ Historically, this risk has not been material to our financial statements as our operating projects prior to October 31, 2025 either did not have fuel price risk exposure, had fuel cost reimbursement mechanisms in our related PPAs to allow for pass through of fuel costs (full or partial), or had established long term fixed price physical supply contracts for fuel.
Based on our overall interest rate exposure as of October 31, 2024, including all interest rate sensitive instruments, a change in interest rates of 1% would not have a material impact on our results of operations.
Based on our overall interest rate exposure as of October 31, 2025, including all interest rate sensitive instruments, a change in interest rates of 1% would not have a material impact on our results of operations.
Derivative Fair Value Exposure Risk Interest Rate Swap On May 16, 2019, an interest rate swap agreement was entered into with Fifth Third Bank in connection with the May 2019 Credit Agreement with Liberty Bank, as administrative agent and co-lead arranger, and Fifth Third Bank as co-lead arranger and interest rate swap hedger (the “BFC Credit Agreement”) for the term of the loan.
Derivative Fair Value Exposure Risk Interest Rate Swap On May 16, 2019, an interest rate swap agreement was entered into with Fifth Third Bank in connection with the May 2019 Credit Agreement with Liberty Bank, as administrative agent and co-lead arranger, and Fifth Third Bank as co-lead 76 Table of Contents arranger and interest rate swap hedger (the “BFC Credit Agreement”) for the term of the loan.
A $1/Metric Million British Thermal Unit (“MMBTu”) increase in market pricing compared to our underlying project models would result in a cost impact of approximately $26,000 to our Consolidated Statements of Operations and Comprehensive Loss on an annual basis.
A 77 Table of Contents $1/Metric Million British Thermal Unit (“MMBTu”) increase in market pricing compared to our underlying project models would result in a cost impact of approximately $26,000 to our Consolidated Statements of Operations and Comprehensive Loss on an annual basis.
The Company net settled certain natural gas purchases under previous normal purchase normal sale contract designations during the fiscal year ended October 31, 2023 for one contract and during the second quarter of fiscal year 2024 for other contracts, and recorded a mark-to-market derivative net loss during the year ended October 31, 2024 of $6.9 million, and a mark-to-market derivative gain during the year ended October 31, 2023 of $4.1 million, as a result of the change to mark-to-market accounting. ​ 77 Table of Contents
The Company net settled certain natural gas purchases under previous normal purchase normal sale contract designations during the fiscal year ended October 31, 2023 for one contract and during the second quarter of fiscal year 2024 for other contracts, recorded a mark-to-market derivative net gain during the year ended October 31, 2025 of $4.7 million, and recorded a mark-to-market derivative loss during the year ended October 31, 2024 of $6.9 million, as a result of the change to mark-to-market accounting. ​ 78 Table of Contents
The fair value adjustments for the years ended October 31, 2024 and 2023 resulted in a loss of $3.1 million and a gain of $3.3 million, respectively. 76 Table of Contents Project Fuel Price Exposure Risk Certain of our PPAs for project assets in our generation operating portfolio and, at times, project assets under construction expose us to fluctuating fuel price risks as well as the risk of being unable to procure the required amounts of fuel and the lack of alternative available fuel sources.
The fair value adjustments for the years ended October 31, 2025 and 2024 resulted in losses of $0.7 million and $3.1 million, respectively. ​ Project Fuel Price Exposure Risk Certain of our PPAs for project assets in our generation operating portfolio expose us to fluctuating fuel price risks as well as the risk of being unable to procure the required amounts of fuel and the lack of alternative available fuel sources.
Six-year (through October 2029) fuel supply contracts have been executed for the 14.0 MW and 2.8 MW Derby Projects. We are currently in the midst of a seven-year fuel supply contract (through September 2028) for our 7.4 MW Yaphank Project. The Company will look to extend the duration of these contracts should market and credit conditions allow.
A fuel supply contract has been executed for the Toyota project through May 2026. Six-year (through October 2029) fuel supply contracts have been executed for the 14.0 MW and 2.8 MW Derby Projects. We are currently in the midst of a seven-year contract (through September 2028) for our 7.4 MW LIPA Yaphank Project.
The Company does not take a fundamental view on natural gas or other commodity pricing and seeks commercially available means to reduce commodity exposure. If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges. ​ We currently have four projects with fuel sourcing risk for which there is no pass-through mechanism.
If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges. ​ We currently have four projects with fuel sourcing risk, which are the Toyota project, our 14.0 MW and 2.8 MW Derby Projects and our 7.4 MW LIPA Yaphank Project, all of which require natural gas for which there is no pass-through mechanism.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Exposure Risk We have invested in U.S. Treasury Securities with maturities of less than three months. We expect to hold these investments until maturity and accordingly, these investments are carried at amortized cost and not subject to mark-to-market accounting. As of October 31, 2024, our U.S.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Exposure Risk The Company began to invest in U.S. Treasury Securities during fiscal year 2023. Outstanding U.S. Treasury Securities were classified as held-to-maturity and were recorded at amortized cost. The contractual maturities of the outstanding U.S.
Treasury Securities had a carrying value of $109.1 million, which approximated fair value. These U.S. Treasury Securities matured between November 5, 2024 and November 29, 2024, and had a weighted average yield to maturity of 4.78% as of October 31, 2024.
Treasury Securities as of October 31, 2024 were within one year and the weighted average yield to maturity was 4.78%. As of October 31, 2025, all of our previously-held U.S. Treasury Securities had matured and the funds received upon maturity were not reinvested.
Removed
The Toyota project requires procurement of RNG, and our Derby, CT 14.0 MW project, our Derby, CT 2.8 MW project, and our 7.4 MW project in Yaphank Long Island (the “Yaphank Project”) require natural gas. A two-year (through May of 2025) fuel supply contract has been executed for the Toyota project.
Added
The Company does not take a fundamental view on natural gas or other commodity pricing and seeks commercially available means to reduce commodity exposure.
Removed
We have also conducted a sensitivity analysis on the impact of RNG pricing and a $10/MMBTu increase in market pricing compared to our underlying project models would result in an impact of approximately $2.0 million to our Consolidated Statements of Operations and Comprehensive Loss on an annual basis.
Added
The Company will look to extend the duration of these contracts should market and credit conditions allow.

Other FCEL 10-K year-over-year comparisons