FUELCELL ENERGY INC
For the period ended Jul 31, 2026. Filed Sep 2, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2026 · Filed Sep 2, 2026
FCEL$9.96+11.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-04-30; filed 2026-06-08.
0001104659-26-071183
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-07-31; filed 2026-09-02.
0001104659-26-104501
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 251 previous paragraphs and 274 current paragraphs.
119 unchanged; 105 reworded; 39 added; 13 removed; 14 previous and 11 current paragraphs rearranged.
Tables are not compared: 38 previous and 41 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (39)
Current report
BUSINESS UPDATES AND RECENT DEVELOPMENTS
Current report
On June 22, 2026, the Company entered into a Capital Equipment Purchase Agreement (the “CEPA”) with Fit Energy USA LP (“Fit”), by its general partner, Fit US Inc. The estimated contract value of the CEPA totaled approximately $2.6 billion, across Phases 0, 1, 2 and 3. Pursuant to the CEPA, the Company agreed to manufacture, sell, deliver and service carbonate fuel cell block systems (each, a “Block”), with each Block having a nameplate generating capacity of 2.5 MW, for a total aggregate generating capacity of up to 380 MW across four phases. The fuel cell systems are intended to supply baseload electricity for data center applications. Upon execution of the CEPA, the payment obligations with respect to the initial phase, representing a generating capacity of 30.0 MW in Phase 0, became effective. Fit also has the ability to elect, at its sole option, to proceed with the remaining phases for generating capacity of 100.0 MW in Phase 1, generating capacity of 125.0 MW in Phase 2 and generating capacity of an additional 125.0 MW in Phase 3, in each case, with a milestone based payment obligation with an initial deposit due at election of each phase, upon delivery by Fit of timely election notices. The initial deposit for Phase 0 was received upon execution of the CEPA. As Fit identifies project sites for the deployment of the Blocks within the United States, the parties are required to enter into a project-specific system commissioning agreement and a LTSA, each in prescribed forms and agreed upon pricing attached to the CEPA. These LTSAs are expected to have terms of 15 to 20 years. See Note 12. “Stockholders’ Equity” to our consolidated financial statements for information regarding the warrant agreement executed in connection with the CEPA.
Current report
We expect to begin delivery of the initial phase (Phase 0) of 30 MW of generating capacity in the fourth quarter of fiscal year 2026.
Current report
The gross loss from product revenues for the three months ended July 31, 2026 reflects product costs and manufacturing overhead that currently exceed the contractual pricing established under the CEPA with Fit. Our per-unit product costs, and the fixed manufacturing overhead absorbed into those costs, reflect the annualized production rate of approximately 37.1 MW at which we operated during the quarter, which remains below the production volume at which we expect our cost structure to align with market-based pricing for orders of this scale. The charges recorded during the three months ended July 31, 2026 reflect the impact of contractual pricing provisions associated with specific inventory and firm purchase commitments arising as a result of Phase 0 of the CEPA, as of July 31, 2026. The charges are expected to be limited to identified inventory and purchase commitments for Phase 0 of the CEPA with Fit, and do not reflect management’s expectations regarding the overall economic value of the CEPA.
Current report
We have begun to increase our annualized production rate, with the goal of achieving our targeted annualized production rate of 100 MW in October 2026, and, as further described under “Liquidity and Capital Resources,” we are executing a plan to expand annualized production capacity at our Torrington facility to 500 MW. As production volumes increase, we expect improved absorption of fixed manufacturing overhead, greater purchasing scale and continued execution of our cost reduction initiatives to result in product and overhead costs per unit below our current cost profile. There can be no assurance that we will achieve these production rates or the anticipated cost reductions within the timeframes currently expected.
Current report
Cost of service agreements revenues increased $0.1 million to $3.8 million for the three months ended July 31, 2026 from $3.6 million for the three months ended July 31, 2025.
Current report
Advanced Technologies contract revenues for the three months ended July 31, 2026 decreased to $3.8 million from $5.3 million for the three months ended July 31, 2025. Advanced Technologies contract revenues recognized under our Joint
Current report
Research and development expenses increased to $8.5 million for the three months ended July 31, 2026 compared to $7.6 million for the three months ended July 31, 2025. The increase is primarily due to an increase in spending on certain product development projects compared to the same period in the prior year.
Current report
Impairment expense of $64.5 million for the three months ended July 31, 2025 related to the Company's prior investments in solid oxide technology, including related goodwill and in-process research and development (“IPR&D”) intangible assets, property, plant and equipment and solid oxide inventory. Of the $64.5 million impairment expense, approximately $42.1 million was related to property, plant and equipment, approximately $9.0 million was related to inventory, approximately $9.3 million was related to IPR&D intangible assets, and approximately $4.1 million was related to goodwill. There were no comparable charges during the three months ended July 31, 2026.
Current report
Loss from operations for the three months ended July 31, 2026 was $46.7 million compared to $95.4 million for the three months ended July 31, 2025. This decrease was primarily due to the lack of impairment expense and restructuring expense during the three months ended July 31, 2026, compared to the three months ended July 31, 2025, partially offset by the charges recognized to bring certain inventories and firm purchase commitments to net realizable value during the three months ended July 31, 2026.
Current report
Other income, net
Current report
Comparison of the Nine Months Ended July 31, 2026 and 2025
Current report
The gross loss from product revenues for the nine months ended July 31, 2026 reflects product costs and manufacturing overhead that currently exceed the contractual pricing established under the CEPA with Fit. Our per-unit product costs, and the fixed manufacturing overhead absorbed into those costs, reflect the annualized production rate of approximately 35.4 MW at which we operated during the nine months ended July 31, 2026, which remains below the production volume
Current report
at which we expect our cost structure to align with market-based pricing for orders of this scale. The charges recorded during the nine months ended July 31, 2026 reflect the impact of contractual pricing provisions associated with specific inventory and firm purchase commitments arising as a result of Phase 0 of the CEPA, as of July 31, 2026. The charges are expected to be limited to identified inventory and purchase commitments for Phase 0 of the CEPA with Fit, and do not reflect management’s expectations regarding the overall economic value of the CEPA.
Current report
We have begun to increase our annualized production rate, with the goal of achieving our targeted annualized production rate of 100 MW in October 2026, and, as further described under “Liquidity and Capital Resources,” we are executing a plan to expand annualized production capacity at our Torrington facility to 500 MW. As production volumes increase, we expect improved absorption of fixed manufacturing overhead, greater purchasing scale and continued execution of our cost reduction initiatives to result in product and overhead costs per unit below our current cost profile. There can be no assurance that we will achieve these production rates or the anticipated cost reductions within the timeframes currently expected.
Current report
Service agreements revenues and related costs for the nine months ended July 31, 2026 and 2025 were as follows:
Current report
Generation revenues and related costs for the nine months ended July 31, 2026 and 2025 were as follows:
Current report
Advanced Technologies contract revenues and related costs for the nine months ended July 31, 2026 and 2025 were as follows:
Current report
Loss from operations for the nine months ended July 31, 2026 was $150.9 million compared to $164.0 million for the nine months ended July 31, 2025. This decrease was driven primarily by the lower operating expenses for the nine months ended July 31, 2026 compared to the same period in the prior year, partially offset by the charges recognized to bring certain inventories and firm purchase commitments to net realizable value during the nine months ended July 31, 2026.
Current report
Other income, net
Current report
On July 9, 2026, the Company completed the underwritten public offering of 12,321,429 shares of the Company’s common stock (including the full exercise of the underwriters’ option to purchase additional shares) at a price to the public of $21.00 per share. Net proceeds to the Company were approximately $245.5 million after deducting underwriting discounts and commissions of approximately $12.9 million and other offering expenses payable by the Company of approximately $0.4 million. The Company currently intends to use the net proceeds from this offering for capital expenditures related to expansion of manufacturing capacity to support growth, working capital and general corporate purposes.
Current report
Committed and Awarded Capacity Backlog
Current report
Committed Backlog represents definitive, non-cancelable agreements executed by the Company and its customers. Awarded Capacity Backlog represents commercial awards, capacity reservations, or similar customer commitments where the Company has been selected as the supplier and the parties are advancing toward execution of definitive agreements. Awarded Capacity Backlog is not included in Committed Backlog until definitive, non-cancelable agreements have been executed by both parties.
Current report
The Company added the Awarded Capacity Backlog category during the quarter ended July 31, 2026 to reflect evolving customer procurement practices, including the increasing use of multiple phase contracts and capacity reservation arrangements that secure future manufacturing capacity while commercial, financing, site development and other project-specific agreements are being negotiated and finalized. This category provides additional visibility into anticipated future demand (based on signed commercial arrangements) while maintaining a clear distinction between awarded opportunities and backlog supported by executed, non-cancelable agreements. The Company intends to include future signed multiple-phase contracts, capacity reservation agreements and similar commitments within Awarded Capacity Backlog until such arrangements are converted into definitive, non-cancelable customer commitments. As of July 31, 2026, Awarded Capacity Backlog consisted of the estimated product and service value associated with 350 MW under Phases 1, 2 and 3 of the CEPA with Fit, based on the CEPA executed on June 22, 2026 which provides for up to 380 MW (with Phase 0 committed, representing the first 30 MW). Fit may elect to proceed with those Phases 1, 2 and 3 at its sole option. No payment obligation for Phases 1, 2 and 3 arises until Fit makes the applicable election, at which time an initial deposit becomes due. Site identification and customer development, permitting, financing, ownership and construction activities
Current report
may also remain outstanding. As sites are identified, the parties to the CEPA are required to enter into prescribed project-specific commissioning agreements and LTSAs at pricing set forth in the CEPA. Awarded Capacity Backlog is not contracted backlog, firm order backlog or a guarantee of future revenue. Amounts may not convert to Committed Backlog or revenue, in whole or in part, and the timing and amount of any conversion may differ materially from current estimates.
Current report
Under the LTSA with GGE (the “GGE LTSA”), commissioning of 28 1.4 MW replacement fuel cell modules was completed prior to the end of fiscal year 2025. The Company completed the commissioning of the final 14 replacement modules for the GGE Platform during the first three quarters of fiscal year 2026.
Current report
In addition, two replacement modules for the CGN Platform were commissioned under the LTSA with CGN (the “CGN LTSA”) in the first quarter of fiscal year 2026. The remaining 6 replacement modules under the CGN LTSA are currently scheduled for commissioning in the fourth quarter of fiscal year 2026.
Current report
Awarded Capacity Backlog (which was not previously, in comparable quarters, included in or characterized as “backlog”) is being reported as a result of Fit’s selection of the Company as Fit’s long-term service and fuel cell system provider for Phases 1, 2, and 3 under the CEPA. These commercial awards are expected to convert into Committed Backlog if definitive, non-cancelable agreements are executed by the parties.
Current report
Additional Information Regarding Transactions with CGN and GGE
Current report
billing criteria under the contracts. Our accounts receivable balances may fluctuate as of any balance sheet date depending on the timing of individual contract milestones and progress on completion of our projects.
Current report
cash on hand and to seek sources of construction financing. In addition, once the project becomes operational, the Company will seek to obtain permanent financing (tax equity and debt), or to sell this project to a third party. For the nine months ended July 31, 2026, there were approximately $0.4 million of project asset expenditures related to the Hartford Project.
Current report
On June 30, 2026, the Company closed on its third project debt financing transaction (the “2026 EXIM Financing”) with the Export-Import Bank of the United States (“EXIM”) to support the Company’s obligations under its LTSA with GGE. In conjunction with this financing, the Company entered into a promissory note in the aggregate principal amount of approximately $49.0 million to be disbursed in two tranches, and related security agreements securing the loan with equipment liens. The first tranche, disbursed on June 30, 2026, resulted in gross proceeds of approximately $24.5 million before deducting customary fees and transaction costs, and net proceeds to the Company of approximately $22.9 million after deducting customary fees and transaction costs of approximately $1.6 million. Interest accrues at a fixed interest rate of 5.85%, and the note is repayable in monthly installments consisting of interest and principal over 7 years from the date of the first debt payment, which was due (with respect to the first tranche) in July 2026. The second tranche is expected to be disbursed in October 2026, subject to customary closing conditions. The credit agreements, promissory notes and related security agreements for the 2026 EXIM Financing contain certain reporting requirements and other affirmative and negative covenants which are customary for transactions of this type.
Current report
In connection with the closing of the 2026 EXIM Financing, the Company also entered into omnibus amendments to the credit agreements for each of the 2025 EXIM Financing and the 2024 EXIM Financing (each as defined below), which replaced the minimum cash balance financial covenant in each of those credit agreements with the minimum cash balance financial covenant described below. As a result, a single minimum cash balance financial covenant now applies across all of the Company’s EXIM Financings.
Current report
Under this financial covenant, the Company is required to maintain a minimum cash balance of $65.0 million at all times throughout the terms of the credit agreements, which represents an increase from the $55.0 million minimum cash balance previously required under the 2025 EXIM Financing. The required minimum cash balance is reduced to $15.0 million if the Company satisfies, for three consecutive fiscal quarters, both (i) a debt service coverage ratio of not less than 1.25:1.00 and (ii) a ratio of total debt to EBITDA (as defined in the credit agreement) of not more than 4.00:1.00, and no event of default or potential event of default has occurred and is continuing. If, following such a reduction, the Company fails to satisfy either ratio, the required minimum cash balance reverts to $65.0 million and may not thereafter be reduced on the basis of these ratios. A failure to satisfy either the debt service coverage ratio or the total debt to EBITDA ratio does not, by itself, constitute an event of default under the credit agreements.
Current report
The required minimum cash balance is also subject to reduction by $5.0 million, and by subsequent increments of $5.0 million, on any repayment date on which the sum of the amounts then held in the debt service reserve account and the lockbox account, plus the minimum cash balance then in effect, exceeds the aggregate principal and other amounts then outstanding under the Company’s other indebtedness to EXIM by $10.0 million, or by subsequent increments of $10.0 million. On each repayment date, the Company is required to deliver a confirmation statement to EXIM certifying compliance with the minimum cash balance requirement and reporting the then-applicable debt service coverage ratio and total debt to EBITDA ratio, together with supporting calculations. For the purposes of these credit agreements, cash is defined as the sum of unrestricted cash plus all short-term (but no longer than three months), marketable United States Treasury instruments (as measured based on the maturity amount of each instrument). The Company was in compliance with the minimum cash balance financial covenant as of July 31, 2026.
Current report
2024 EXIM Financing
Current report
The 2024 EXIM Financing, the 2025 EXIM Financing, and the 2026 EXIM Financing are sometimes referred to collectively herein as the “EXIM Financings.”
Current report
Specifically, on June 5, 2026, Liberty Bank, in its capacities as administrative agent and lender, Amalgamated Bank, in its capacity as lender, and Groton Holdco Borrower entered into a Waiver, Consent and Amendment Agreement with respect to the Groton Senior Back Leverage Credit Agreement (the “Senior Waiver”). Under the Senior Waiver, Liberty Bank and Amalgamated Bank have consented to the funding of deficiencies in the Liberty Bank and Amalgamated Bank DSCR Reserve Accounts by Parent or an affiliate of Parent, rather than Groton Holdco Borrower, and waived certain Potential DSCR Defaults relating to the Liberty Bank and Amalgamated Bank DSCR Reserve Accounts and with respect to the debt service coverage ratio covenants for the periods ending June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027. As a condition to the waivers and consents set forth in the Senior Waiver, Parent deposited $3.0 million into the payment reserve account to cover, during the twelve month period beginning on the effective date of the Senior Waiver, amounts payable under the waterfall set forth in the Groton Senior Back Leverage Credit Agreement (including scheduled debt service and required reserve deposits).
Current report
In addition, on June 5, 2026, Connecticut Green Bank, in its capacities as administrative agent and lender, and Groton Holdco Borrower entered into a Waiver, Consent and Amendment Agreement with respect to the Groton Subordinated Back Leverage Credit Agreement (the “CGB Waiver”). Under the CGB Waiver, Connecticut Green Bank has consented to the funding of deficiencies in any of the DSCR Reserve Accounts by Parent or an affiliate of Parent, rather than Groton Holdco Borrower, and waived certain Potential DSCR Defaults related to the DSCR Reserve Accounts and with respect to the debt service coverage ratio covenants for the periods ending June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027. A condition to the waivers and consents set forth in the CGB Waiver is the Parent having deposited $3.0 million into the payment reserve account to cover, during the twelve month period beginning on the effective date of the CGB Waiver, amounts payable under the waterfall set forth in the Groton Subordinated Back Leverage Credit Agreement (including scheduled debt service and required reserve deposits).
Removed paragraphs (13)
Previous report
RECENT DEVELOPMENTS
Previous report
As outlined in the “Liquidity and Capital Resources” section below, demand for our carbonate platform capacity continues to build alongside broader energy and infrastructure needs. In response, in May 2026, the Company started the execution phase of its plan to expand its carbonate manufacturing capacity at the Torrington facility to accommodate an annualized production rate of up to 500 MW. This manufacturing capacity expansion is expected to require an investment in the range of $200.0 to $275.0 million and is expected to be executed over the next twenty-four months. Also, beginning in May 2026, the Company initiated a ramp in production levels at its Torrington manufacturing facility, targeting an annualized production rate of at least 100 MW by October 31, 2026. This ramp in production levels represents the initial phase of a broader manufacturing expansion, with additional phases expected to be implemented in alignment with contracted backlog and market demand. In parallel, the Company continues to advance its work to evaluate incremental manufacturing capacity expansion beyond 500 MW through a “hub and spoke” model, targeting a potential range of approximately 1.5 gigawatts (“GW”) to 2.0 GW, with a site consultant engaged and initial site selection activities underway.
Previous report
Cost of service agreements revenues decreased $5.6 million to $3.5 million for the three months ended April 30, 2026 from $9.1 million for the three months ended April 30, 2025, primarily because there were no costs associated with module exchanges during the three months ended April 30, 2026, compared to the cost of three module exchanges in the three months ended April 30, 2025.
Previous report
Loss from operations for the three months ended April 30, 2026 was $77.9 million compared to $35.8 million for the three months ended April 30, 2025. This increase was driven primarily by the impairment charges related to the Company’s decision to upgrade the Groton Project, partially offset by decreases in Administrative and selling expenses and Research and development expenses for the three months ended April 30, 2026 compared to the comparable prior year period.
Previous report
Other income (expense), net
Previous report
Comparison of the Six Months Ended April 30, 2026 and 2025
Previous report
Service agreements revenues and related costs for the six months ended April 30, 2026 and 2025 were as follows:
Previous report
Generation revenues and related costs for the six months ended April 30, 2026 and 2025 were as follows:
Previous report
Advanced Technologies contract revenues and related costs for the six months ended April 30, 2026 and 2025 were as follows:
Previous report
Loss from operations for the six months ended April 30, 2026 was $104.2 million compared to $68.7 million for the six months ended April 30, 2025. This increase was driven primarily by the impairment charges related to the Company’s decision to upgrade the Groton Project and the increased gross loss, partially offset by decreases in Administrative and selling expenses and research and development expenses for the six months ended April 30, 2026 compared to the same period in the prior year.
Previous report
Other income (expense), net
Previous report
Backlog
Previous report
The credit agreement between the Company and EXIM with respect to the 2025 EXIM Financing contains certain reporting requirements and other affirmative and negative covenants which are customary for transactions of this type. In addition, under this credit agreement and through an amendment to the credit agreement for the Company’s 2024 financing transaction with EXIM as described below (the “2024 EXIM Financing”), the Company is required to maintain, throughout the remaining term of the credit agreement for the 2024 EXIM Financing and the term of the credit agreement for the 2025 EXIM Financing, a total minimum cash balance of $55.0 million. The amendment to the credit agreement for the 2024 EXIM Financing, which was executed in conjunction with and at the same time as the credit agreement for the 2025 EXIM Financing, reduced the total minimum cash balance requirement from $100.0 million to $55.0 million. For the purposes of these credit agreements, cash is defined as the sum of unrestricted cash plus all short-term (but no longer than three months), marketable United States Treasury instruments (as measured based on the maturity amount of each instrument).
Reworded paragraphs (105)
Previous wording
FuelCell Energy is a clean energy technology company and a stationary fuel cell manufacturer with 22 years of operating experience in this field. We were founded in 1969 to research and develop electrochemical power generation technology and are headquartered in Danbury, Connecticut. Since the early 2000s, we have been manufacturing, selling and servicing our proprietary molten carbonate fuel cell systems, which deliver large-scale, continuous clean power and advanced emissions management. Unlike traditional power generation methods that rely on combustion, our fuel cells generate electricity electrochemically through a chemical reaction rather than burning fuel, resulting in ultra-low emissions and high efficiency. Our carbonate fuel cell systems are fuel-flexible, with the ability to run on biofuels, renewable natural gas, or hydrogen-hydrocarbon blends, and provide reliable baseload power, carbon capture, and thermal energy for chilling, heating, and process steam. As global energy demand rises driven by artificial intelligence (“AI”), electrification, and the need for enhanced grid resiliency, we believe solutions like ours will be vital in addressing next-generation needs, helping to strengthen the grid, reducing pollution, and supporting decarbonization goals. We have proven utility-scale projects operating at 10 MW, 20 MW, and 58.8 MW, with an average of over 10 years of continuous run time. As a company, we are motivated by our purpose of enabling a world empowered by clean energy.
Current wording
FuelCell Energy is a clean energy technology company and a stationary fuel cell manufacturer with 23 years of operating experience in this field. We were founded in 1969 to research and develop electrochemical power generation technology and are headquartered in Danbury, Connecticut. Since the early 2000s, we have been manufacturing, selling and servicing our proprietary molten carbonate fuel cell systems, which deliver large-scale, continuous clean power and advanced emissions management. Unlike traditional power generation methods that rely on combustion, our fuel cells generate electricity electrochemically through a chemical reaction rather than burning fuel, resulting in ultra-low emissions and high efficiency. Our carbonate fuel cell systems are fuel-flexible, with the ability to run on biofuels, renewable natural gas, or hydrogen-hydrocarbon blends, and provide reliable baseload power, carbon capture, and thermal energy for chilling, heating, and process steam. As global energy demand rises driven by artificial intelligence (“AI”), electrification, and the need for enhanced grid resiliency, we believe solutions like ours will be vital in addressing next-generation needs, helping to strengthen the grid, reducing pollution, and supporting decarbonization goals. We have proven utility-scale projects operating at 10 MW, 20 MW, and 58.8 MW, with an average of over 10 years of continuous run time. As a company, we are motivated by our purpose of enabling a world empowered by clean energy.
Previous wording
Total revenues for the three months ended April 30, 2026 of $35.6 million reflects a decrease of $1.8 million from $37.4 million for the same period in the prior year. Cost of revenues for the three months ended April 30, 2026 of $48.5 million reflects an increase of $1.7 million from $46.8 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.
Current wording
Total revenues for the three months ended July 31, 2026 of $33.0 million reflects a decrease of $13.7 million from $46.7 million for the same period in the prior year. Cost of revenues for the three months ended July 31, 2026 of $57.5 million reflects an increase of $5.6 million from $51.9 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.
Previous wording
Product revenues were $18.0 million during the three months ended April 30, 2026 and $13.0 million in the comparable prior year period. The increase in product revenues during the three months ended April 30, 2026 was primarily driven by $18.0 million of revenue recognized under the Company’s long-term service agreement (“LTSA”) with Gyeonggi Green Energy Co., Ltd. (“GGE”) for the delivery and commissioning of six fuel cell modules for GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea (the “GGE Platform”), compared to $12.0 million of revenue recognized for the delivery and commissioning of four fuel cell modules for the GGE Platform in the comparable prior year period.
Current wording
Product revenues were $18.0 million during the three months ended July 31, 2026 and $26.0 million in the comparable prior year period. The decrease in product revenues during the three months ended July 31, 2026 was primarily driven by $18.0 million of revenue recognized under the Company’s long-term service agreement (“LTSA”) with Gyeonggi Green Energy Co., Ltd. (“GGE”) for the delivery and commissioning of six fuel cell modules for GGE’s 58.8 MW fuel cell power plant platform in Hwaseong-si, Korea (the “GGE Platform”), compared to $24.0 million of revenue recognized for the delivery and commissioning of eight fuel cell modules for the GGE Platform in the comparable prior year period.
Previous wording
Cost of product revenues increased $4.0 million for the three months ended April 30, 2026 to $20.3 million, compared to $16.3 million in the same period in the prior year, primarily due to the higher product sales in the three months ended April 30, 2026. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, totaled approximately $3.1 million for the three months ended April 30, 2026, compared to approximately $2.9 million for the three months ended April 30, 2025.
Current wording
Cost of product revenues increased $8.0 million for the three months ended July 31, 2026 to $37.1 million, compared to $29.1 million in the same period in the prior year. This increase is primarily due to a charge of approximately $4.0 million to reduce the carrying value of certain inventories to net realizable value and a charge of approximately $13.0 million for losses on firm purchase commitments that were recorded for the three months ended July 31, 2026, in each case in connection with Phase 0 of the CEPA with Fit, partially offset by lower costs due to the fact that fewer fuel cell modules were delivered and commissioned in the three months ended July 31, 2026. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, totaled approximately $2.8 million for the three months ended July 31, 2026, compared to approximately $2.9 million for the three months ended July 31, 2025.
Previous wording
For the three months ended April 30, 2026, we operated at an annualized production rate of approximately 36.4 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 29.9 MW for the three months ended April 30, 2025.
Current wording
For the three months ended July 31, 2026, we operated at an annualized production rate of approximately 37.1 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 33.2 MW for the three months ended July 31, 2025.
Previous wording
Service agreements revenues for the three months ended April 30, 2026 decreased $4.0 million to $4.2 million from $8.1 million for the three months ended April 30, 2025. The decrease in service agreements revenues during the three months ended April 30, 2026 was primarily due to the fact that there were no module exchanges during the three months ended April 30, 2026 compared to the three module exchanges during the three months ended April 30, 2025.
Current wording
Service agreements revenues for the three months ended July 31, 2026 decreased $0.7 million to $2.4 million from $3.1 million for the three months ended July 31, 2025. The decrease in service agreements revenues during the three months ended July 31, 2026 was primarily due to less service agreements revenues recognized from commissioning modules for GGE compared to the three months ended July 31, 2025. There were no module exchanges during the three months ended July 31, 2026 or during the three months ended July 31, 2025.
Previous wording
Overall gross profit from service agreements revenues was $0.7 million for the three months ended April 30, 2026, compared to a gross loss of $0.9 million for the three months ended April 30, 2025. The overall gross margin was 16.4% for the three months ended April 30, 2026 compared to a gross margin of (11.3)% in the comparable prior year period.
Current wording
Overall gross loss from service agreements revenues was $(1.4) million for the three months ended July 31, 2026, compared to a gross loss of $(0.5) million for the three months ended July 31, 2025. The overall gross margin was (55.9)% for the three months ended July 31, 2026 compared to a gross margin of (16.4)% in the comparable prior year period.
Previous wording
Generation revenues for the three months ended April 30, 2026 totaled $8.7 million, which represents a decrease of $3.4 million from the $12.1 million of generation revenues recognized for the three months ended April 30, 2025. The decrease in generation revenues reflects lower output from plants in our generation portfolio during the quarter compared to output from plants in our generation portfolio during the same period in the prior year. The Company incurred approximately $1.6 million of liquidated damages due to the lower output from plants in our generation portfolio during the three months ended April 30, 2026 compared to $0.2 million in the three months ended April 30, 2025. Liquidated damages are recognized as a reduction to revenue. The largest contributor to the lower output during the quarter was the Groton Project which was undergoing repairs. The Company has elected to upgrade this project, and such upgrade would be expected to be completed in fiscal year 2027. Generation revenues for the three months ended April 30, 2026 and 2025 reflect revenue from electricity generated under our power purchase agreements (“PPAs”) and the sale of renewable energy credits from our generation portfolio.
Current wording
Generation revenues for the three months ended July 31, 2026 totaled $8.8 million, which represents a decrease of $3.6 million from the $12.4 million of generation revenues recognized for the three months ended July 31, 2025. The decrease in generation revenues reflects lower output from plants in our generation portfolio during the quarter (including the Groton Project which was not operating pending an equipment upgrade) compared to output from plants in our generation portfolio during the same period in the prior year. The Company has elected to upgrade the Groton Project, and it is expected that such upgrade will be completed in fiscal year 2027. Generation revenues for the three months ended July 31, 2026 and 2025 reflect revenue from electricity generated under our power purchase agreements (“PPAs”) and the sale of renewable energy credits from our generation portfolio.
Previous wording
Cost of generation revenues totaled $22.1 million for the three months ended April 30, 2026, compared to $18.4 million for the three months ended April 30, 2025. The overall increase in cost of generation revenues is primarily related to a mark-to-market net loss of $4.8 million related to natural gas purchase contracts recognized during the three months ended April 30, 2026, compared to a mark-to-market net loss of $0.8 million during the three months ended April 30, 2025. Cost of generation revenues included depreciation and amortization of approximately $8.7 million for both of the three month periods ended April 30, 2026 and 2025.
Current wording
Cost of generation revenues totaled $14.4 million for the three months ended July 31, 2026, compared to $15.3 million for the three months ended July 31, 2025. The overall decrease in cost of generation revenues is primarily related to a higher mark-to-market net gain of $1.9 million related to natural gas purchase contracts recognized during the three months ended July 31, 2026, compared to a mark-to-market net gain of $1.0 million during the three months ended July 31, 2025. Cost of generation revenues included depreciation and amortization of approximately $7.0 million and $7.7 million for the three months ended July 31, 2026 and 2025, respectively.
Previous wording
We currently have four projects with fuel sourcing risk, which are the Toyota Project, the 14.0 MW Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, the latter two of which are located in Derby, Connecticut (collectively, the “Derby Projects”), and our 7.4 MW project in Yaphank, Long Island (the “LIPA Yaphank Project”), all of which require natural gas for which there is no pass-through mechanism. A new one-year fuel supply contract (through May 2027) 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 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 will look to extend the duration of these contracts should market and credit conditions allow. 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.
Current wording
We currently have four projects with fuel sourcing risk, which are the Toyota project, the 14.0 MW Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, the latter two of which are located in Derby, Connecticut (collectively, the “Derby Projects”), and our 7.4 MW project in Yaphank, Long Island (the “LIPA Yaphank Project”), all of which require natural gas for which there is no pass-through mechanism. A one-year fuel supply contract (through May 2027) has been executed for the Toyota project. Six-year (through October 2029) fuel supply contracts have been executed for the Derby Projects. We are also currently in the midst of a seven-year contract (through September 2028) for our LIPA Yaphank Project. The Company will look to extend the duration of these contracts should market and credit conditions allow. 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.
Previous wording
Advanced Technologies contract revenues for the three months ended April 30, 2026 increased to $4.7 million from $4.1 million for the three months ended April 30, 2025. Advanced Technologies contract revenues recognized under our Joint Development Agreement with ExxonMobil Technology and Engineering Company (“EMTEC”) were approximately $2.1 million, 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 $2.4 million and revenue recognized under government contracts and other contracts were approximately $0.2 million for the three months ended April 30, 2026. This compares to Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC of approximately $2.3 million, revenue recognized under the Esso purchase order of approximately $1.2 million and revenue recognized under government contracts and other contracts of approximately $0.6 million for the three months ended April 30, 2025.
Current wording
Development Agreement with ExxonMobil Technology and Engineering Company (“EMTEC”), for delivering and installing carbonate fuel cell carbon capture modules at Esso Nederland B.V.'s (“Esso”) Rotterdam Manufacturing Complex in The Netherlands (the “Rotterdam Project”), were approximately $2.6 million and revenues arising from the purchase order received from Esso, an affiliate of EMTEC and Exxon Mobil Corporation, related to the Rotterdam Project were approximately $1.2 million. This compares to Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC of approximately $3.1 million, revenue recognized under the Esso purchase order of approximately $1.4 million and revenue recognized under government contracts and other contracts of approximately $0.8 million for the three months ended July 31, 2025.
Previous wording
Cost of Advanced Technologies contract revenues decreased to $2.7 million for the three months ended April 30, 2026, compared to $3.1 million for the three months ended April 30, 2025.
Current wording
Cost of Advanced Technologies contract revenues decreased to $2.3 million for the three months ended July 31, 2026, compared to $3.8 million for the three months ended July 31, 2025.
Previous wording
Advanced Technologies contracts for the three months ended April 30, 2026 generated a gross profit of $2.0 million, compared to a gross profit of $1.0 million for the same period in the prior year.
Current wording
Advanced Technologies contracts for the three months ended July 31, 2026 generated a gross profit of $1.5 million, compared to a gross profit of $1.4 million for the same period in the prior year.
Previous wording
Administrative and selling expenses were $28.2 million and $31.5 million for the six months ended April 30, 2026 and 2025, respectively. Administrative and selling expenses were lower during the six months ended April 30, 2026 than during the six months ended April 30, 2025 primarily due to lower compensation expense as a result of the restructuring actions in June 2025.
Current wording
Administrative and selling expenses were $13.6 million and $14.1 million for the three months ended July 31, 2026 and 2025, respectively. Administrative and selling expenses were lower during the three months ended July 31, 2026 primarily due to lower consulting, legal and accounting fees compared to the same period in the prior year.
Previous wording
Restructuring expense of $0.01 million for the three months ended April 30, 2025 related to the Company’s workforce reductions in November 2024. There were no comparable charges during the three months ended April 30, 2026.
Current wording
Restructuring expense of $4.1 million for the three months ended July 31, 2025 related to the Company’s workforce reductions in June 2025. There were no comparable charges during the three months ended July 31, 2026.
Previous wording
Interest expense for the three months ended April 30, 2026 and 2025 was $2.9 million and $2.5 million, respectively. Interest expense for both periods includes interest on the Derby Senior Back Leverage Loan Facility, the Derby Subordinated Back Leverage Loan Facility, the OpCo Financing Facility, the Groton Senior Back Leverage Loan Facility, the Groton Subordinated Back Leverage Loan Facility, and the 2024 EXIM Financing (in each case, as defined elsewhere herein), which was entered into in October 2024. Interest expense for the three months ended April 30, 2026 also includes interest on the 2025 EXIM Financing (as defined elsewhere herein), which was entered into in November 2025.
Current wording
Interest expense for the three months ended July 31, 2026 and 2025 was $2.9 million and $2.5 million, respectively. Interest expense for both periods includes interest on the Derby Senior Back Leverage Loan Facility, the Derby Subordinated Back Leverage Loan Facility, the OpCo Financing Facility, the Groton Senior Back Leverage Loan Facility, the Groton Subordinated Back Leverage Loan Facility, and the 2024 EXIM Financing (in each case, as defined elsewhere herein). Interest expense for the three months ended July 31, 2026 also includes interest on the 2025 EXIM Financing and the 2026 EXIM Financing (in each case, as defined elsewhere herein), which were entered into in November 2025 and June 2026, respectively.
Previous wording
Interest income was $5.0 million and $4.2 million for the six months ended April 30, 2026 and 2025, respectively. The increase in interest income during the six months ended April 30, 2026 was primarily driven by higher money market investments compared to the six months ended April 30, 2025. Interest income for the six months ended April 30, 2026 represents interest earned on money market investments. Interest income for the six months ended April 30, 2025 represents interest earned on money market investments and interest earned on investments in U.S. Treasury Securities.
Current wording
investments compared to the three months ended July 31, 2025. Interest income for the three months ended July 31, 2026 represents interest earned on money market investments. Interest income for the three months ended July 31, 2025 represents interest earned on money market investments, interest earned on investments in U.S. Treasury Securities and interest earned on employee retention credits.
Previous wording
Other income (expense), net was $1.1 million and $(0.4) million for the six months ended April 30, 2026 and 2025, respectively. Other income, net for the six months ended April 30, 2026 relates primarily to unrealized gains of $0.7 million on the OpCo Financing Facility interest rate swap derivative and $0.5 million relating to research and development tax credits. Other expense, net for the six months ended April 30, 2025 relates primarily to unrealized losses of $0.8 million on the OpCo Financing Facility interest rate swap derivative.
Current wording
Other income, net was $0.7 million and $3.9 million for the three months ended July 31, 2026 and 2025, respectively. Other income, net for the three months ended July 31, 2026 relates primarily to unrealized gains of $1.0 million on the OpCo Financing Facility interest rate swap derivative. Other income, net for the three months ended July 31, 2025 relates primarily to $3.4 million of employee retention credits earned during the COVID-19 pandemic that were received during the three months ended July 31, 2025, as well as an unrealized gain of $0.6 million on the OpCo Financing Facility interest rate swap derivative.
Previous wording
Benefit from (provision for) income taxes
Current wording
Provision for income taxes
Previous wording
We have not paid federal or state income taxes in several years due to our history of net operating losses, although we have paid foreign income and withholding taxes, primarily in South Korea. Benefit from (provision for) income tax recorded for the three months ended April 30, 2026 and 2025 was $0.1 million and $(0.1) million, respectively.
Current wording
We have not paid federal or state income taxes in several years due to our history of net operating losses, although we have paid foreign income and withholding taxes, primarily in South Korea. The provision for income tax recorded for the three months ended July 31, 2026 and 2025 was $0 and $40.0 thousand, respectively.
Previous wording
For the three months ended April 30, 2026 and 2025, net (loss) income attributable to noncontrolling interest totaled $(0.03) million and $0.01 million, respectively, for the Groton Project tax equity financing transaction with East West Bank.
Current wording
For the three months ended July 31, 2026 and 2025, net loss attributable to noncontrolling interest totaled $1.0 million and $0.01 million, respectively, for the Groton Project tax equity financing transaction with East West Bank.
Previous wording
For both of the three month periods ended April 30, 2026 and 2025, net loss attributable to noncontrolling interest totaled $0.1 million for the LIPA Yaphank Project tax equity financing transaction with REI.
Current wording
For the three months ended July 31, 2026 and 2025, net loss attributable to noncontrolling interest totaled $0.03 million and $0.6 million, respectively, for the LIPA Yaphank Project tax equity financing transaction with REI.
Previous wording
For the six months ended April 30, 2026 and 2025, net income attributable to noncontrolling interest totaled $0.7 million and $0.8 million, respectively, for the Derby Projects tax equity financing transaction with Franklin Park.
Current wording
For the three months ended July 31, 2026 and 2025, net income attributable to noncontrolling interest totaled $0.2 million and $0.4 million, respectively, for the Derby Projects tax equity financing transaction with Franklin Park.
Previous wording
Net loss attributable to common stockholders represents the net loss for the period less the preferred stock dividends on the Series B Preferred Stock. For the three month periods ended April 30, 2026 and 2025, net loss attributable to common stockholders was $78.7 million and $38.8 million, respectively, and net loss per common share was $1.45 and $1.79, respectively. The increase in net loss attributable to common stockholders was primarily due to the increase in loss from operations for the three months ended April 30, 2026. The decrease in net loss per common share for the three months ended April 30, 2026 was primarily due to the higher number of weighted average shares outstanding due to share issuances since April 30, 2025.
Current wording
Net loss attributable to common stockholders represents the net loss for the period less the preferred stock dividends on the Series B Preferred Stock. For the three month periods ended July 31, 2026 and 2025, net loss attributable to common stockholders was $45.3 million and $92.5 million, respectively, and net loss per common share was $0.64 and $3.78, respectively. The decrease in net loss attributable to common stockholders was primarily due to the decrease in loss from operations for the three months ended July 31, 2026. The decrease in net loss per common share for the three months ended July 31, 2026 also benefitted from the higher number of weighted average shares outstanding due to share issuances since July 31, 2025.
Previous wording
Our revenues and cost of revenues for the six months ended April 30, 2026 and 2025 were as follows:
Current wording
Our revenues and cost of revenues for the nine months ended July 31, 2026 and 2025 were as follows:
Previous wording
Total revenues for the six months ended April 30, 2026 of $66.1 million reflects an increase of $9.7 million from $56.4 million for the same period in the prior year. Cost of revenues for the six months ended April 30, 2026 of $84.9 million reflects an increase of $13.9 million from $71.0 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.
Current wording
Total revenues for the nine months ended July 31, 2026 of $99.1 million reflects a decrease of $4.0 million from $103.1 million for the same period in the prior year. Cost of revenues for the nine months ended July 31, 2026 of $142.4 million reflects an increase of $19.5 million from $122.9 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.
Previous wording
Our product revenues and related costs for the six months ended April 30, 2026 and 2025 were as follows:
Current wording
Our product revenues and related costs for the nine months ended July 31, 2026 and 2025 were as follows:
Previous wording
Product revenues for the six months ended April 30, 2026 were $30.1 million, compared to $13.1 million in product revenues for the six months ended April 30, 2025. Product revenues for the six months ended April 30, 2026 were driven primarily by revenue recognized under the Company’s LTSA with GGE for the delivery and commissioning of eight fuel cell modules for the GGE Platform, and $6.0 million of revenue recognized under the Company's LTSA with CGN-Yulchon Generation Co., Ltd. (“CGN”) for the delivery and commissioning of two fuel cell modules for CGN’s Yulchon facility in South Korea (the “CGN Platform”). Product revenues for the six months ended April 30, 2025 were driven primarily by revenue recognized under the Company’s LTSA with GGE for the delivery and commissioning of four fuel cell modules for the GGE Platform.
Current wording
Product revenues for the nine months ended July 31, 2026 were $48.1 million, compared to $39.1 million in product revenues for the nine months ended July 31, 2025. Product revenues for the nine months ended July 31, 2026 were driven primarily by revenue recognized under the Company’s LTSA with GGE for the delivery and commissioning of 14 fuel cell modules for the GGE Platform, and $6.0 million of revenue recognized under the Company's LTSA with CGN-Yulchon Generation Co., Ltd. (“CGN”) for the delivery and commissioning of two fuel cell modules for CGN’s Yulchon facility in South Korea (the “CGN Platform”). Product revenues for the nine months ended July 31, 2025 were driven primarily by revenue recognized of $36.0 million under the Company’s LTSA with GGE for the delivery and commissioning of twelve fuel cell modules for the GGE Platform and $3.1 million under the Company’s sales contract with Ameresco, Inc.
Previous wording
Cost of product revenues totaled $36.7 million in the six months ended April 30, 2026, compared to $19.3 million in the six months ended April 30, 2025. The increase in cost of product revenues in the six months ended April 30, 2026 is primarily due to the ten fuel cell modules that were delivered and commissioned under the Company’s LTSAs with GGE and CGN. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, increased to approximately $7.2 million for the six months ended April 30, 2026, compared to approximately $5.6 million for the six months ended April 30, 2025.
Current wording
Cost of product revenues totaled $73.8 million in the nine months ended July 31, 2026, compared to $48.4 million in the nine months ended July 31, 2025. The increase in cost of product revenues in the nine months ended July 31, 2026 is primarily due to a charge of approximately $4.0 million to reduce the carrying value of certain inventories to net realizable value and a charge of approximately $13.0 million for losses on firm purchase commitments that were recorded for the three months ended July 31, 2026, in each case in connection with Phase 0 of the CEPA with Fit, as well as the higher volume of fuel cell modules delivered and commissioned in the nine months ended July 31, 2026 compared to the nine months ended July 31, 2025. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, increased to approximately $9.9 million for the nine months ended July 31, 2026, compared to approximately $8.5 million for the nine months ended July 31, 2025.
Previous wording
For the six months ended April 30, 2026, we operated at an annualized production rate of approximately 34.5 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 30.6 MW for the six months ended April 30, 2025.
Current wording
For the nine months ended July 31, 2026, we operated at an annualized production rate of approximately 35.4 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 30.5 MW for the nine months ended July 31, 2025.
Previous wording
Service agreements revenues for the six months ended April 30, 2026 decreased $2.6 million to $7.4 million from $10.0 million for the six months ended April 30, 2025. The decrease in service agreements revenues during the six months ended April 30, 2026 was primarily due to the fact that there were no module exchanges during the six months ended April 30, 2026, compared to the higher number of module exchanges in the six month period ended April 30, 2025.
Current wording
Service agreements revenues for the nine months ended July 31, 2026 decreased $3.3 million to $9.8 million from $13.1 million for the nine months ended July 31, 2025. The decrease in service agreements revenues during the nine months ended July 31, 2026 was primarily due to the fact that there were no module exchanges during the nine months ended July 31, 2026, compared to the comparable prior year period in which revenues were recognized for module exchanges under the Company’s LTSA with United Illuminating in New Haven, Connecticut and higher revenues were recognized from commissioning of modules for GGE.
Previous wording
Cost of service agreements revenues decreased $4.4 million to $6.3 million for the six months ended April 30, 2026 from $10.7 million for the six months ended April 30, 2025. Cost of service agreements revenues includes maintenance and operating costs and costs of module exchanges. The decrease reflects lower costs due to the fact that there were no module exchanges during the six months ended April 30, 2026, compared to the higher number of module exchanges in the six month period ended April 30, 2025.
Current wording
Cost of service agreements revenues decreased $4.3 million to $10.1 million for the nine months ended July 31, 2026 from $14.4 million for the nine months ended July 31, 2025. Cost of service agreements revenues includes maintenance and operating costs and costs of module exchanges. The decrease reflects lower costs due to the fact that there were no module exchanges during the nine months ended July 31, 2026, compared to higher costs due to the module exchanges during the nine month period ended July 31, 2025.
Previous wording
Overall gross profit from service agreements revenues was $1.1 million for the six months ended April 30, 2026, which was an increase from a gross loss of $0.7 million for the six months ended April 30, 2025. The overall gross margin was 14.3% for the six months ended April 30, 2026 compared to a gross margin of (7.4)% in the six months ended April 30, 2025.
Current wording
Overall gross loss from service agreements revenues was $0.3 million for the nine months ended July 31, 2026, which was a decrease from a gross loss of $1.3 million for the nine months ended July 31, 2025. The overall gross margin was (3.1)% for the nine months ended July 31, 2026 compared to a gross margin of (9.6)% in the nine months ended July 31, 2025.
Previous wording
Generation revenues for the six months ended April 30, 2026 totaled $19.7 million, which represents a decrease of $3.8 million from generation revenues recognized of $23.5 million for the six months ended April 30, 2025. The decrease in generation revenues reflects lower output from plants in our generation portfolio resulting from routine and non-routine maintenance activities. The Company incurred approximately $2.4 million of liquidated damages due to the lower output from plants in our generation portfolio during the six months ended April 30, 2026 compared to $0.4 million in the six months ended April 30, 2025. Liquidated damages are recognized as a reduction to revenue. The largest contributor to the lower output during the six months ended April 30, 2026 was the Groton Project which was undergoing repairs. The Company has elected to upgrade this project, and such upgrade would be expected to be completed in fiscal year 2027. Generation revenues for the six months ended April 30, 2026 and 2025 reflect revenue from electricity generated under our PPAs and the sale of renewable energy credits from our generation portfolio.
Current wording
Generation revenues for the nine months ended July 31, 2026 totaled $28.5 million, which represents a decrease of $7.4 million from generation revenues recognized of $35.8 million for the nine months ended July 31, 2025. The decrease in generation revenues reflects lower output from plants in our generation portfolio resulting from routine and non-routine maintenance activities. The Company incurred approximately $3.8 million of liquidated damages due to the lower output from plants in our generation portfolio during the nine months ended July 31, 2026 compared to $1.1 million in the nine
Previous wording
Cost of generation revenues totaled $36.1 million in the six months ended April 30, 2026, compared to $33.7 million in the six months ended April 30, 2025. The overall increase in cost of generation revenues for the six months ended April 30, 2026 compared to the six months ended April 30, 2025 is primarily due to a mark-to-market net loss the Company incurred of $1.2 million related to natural gas purchase contracts compared to a mark-to-market net gain of $1.1 million in the same period in the prior year, resulting in an overall difference of $2.3 million. Cost of generation revenues included depreciation and amortization of approximately $17.6 million and $16.7 million for the six months ended April 30, 2026 and 2025, respectively.
Current wording
Cost of generation revenues totaled $50.5 million in the nine months ended July 31, 2026, compared to $49.0 million in the nine months ended July 31, 2025. The overall increase in cost of generation revenues for the nine months ended July 31, 2026 is primarily due to a lower mark-to-market net gain recorded by the Company of $0.7 million related to natural gas purchase contracts compared to a mark-to-market net gain of $2.0 million in the same period in the prior year, resulting in an overall difference of $1.3 million. Cost of generation revenues included depreciation and amortization of approximately $24.6 million and $24.4 million for the nine months ended July 31, 2026 and 2025, respectively.
Previous wording
Advanced Technologies contract revenues decreased to $9.0 million for the six months ended April 30, 2026 from $9.8 million for the six months ended April 30, 2025. Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC were approximately $3.8 million, revenues arising from the purchase order received from Esso related to the Rotterdam project were approximately $4.3 million and revenue recognized under government contracts and other contracts were approximately $0.9 million for the six months ended April 30, 2026. This compares to Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC of approximately $3.5 million, revenue recognized under the Esso purchase order of approximately $4.7 million and revenue recognized under government contracts and other contracts of approximately $1.6 million for the six months ended April 30, 2025.
Current wording
Advanced Technologies contract revenues decreased to $12.8 million for the nine months ended July 31, 2026 from $15.1 million for the nine months ended July 31, 2025. Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC were approximately $6.4 million, revenues arising from the purchase order received from Esso related to the Rotterdam Project were approximately $5.5 million and revenue recognized under government contracts and other contracts were approximately $0.9 million for the nine months ended July 31, 2026. This compares to Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC of approximately $6.6 million, revenue recognized under the Esso purchase order of approximately $6.1 million and revenue recognized under government contracts and other contracts of approximately $2.4 million for the nine months ended July 31, 2025.
Previous wording
Cost of Advanced Technologies contract revenues was $5.8 million for the six months ended April 30, 2026, compared to $7.3 million for the six months ended April 30, 2025.
Current wording
Cost of Advanced Technologies contract revenues was $8.0 million for the nine months ended July 31, 2026, compared to $11.1 million for the nine months ended July 31, 2025.
Previous wording
Advanced Technologies contracts for the six months ended April 30, 2026 generated a gross profit of $3.3 million, compared to a gross profit of $2.5 million for the six months ended April 30, 2025.
Current wording
Advanced Technologies contracts for the nine months ended July 31, 2026 generated a gross profit of $4.8 million, compared to a gross profit of $4.0 million for the nine months ended July 31, 2025.
Previous wording
Administrative and selling expenses were $14.7 million and $16.5 million for the three months ended April 30, 2026 and 2025, respectively. Administrative and selling expenses were lower during the three months ended April 30, 2026 than during the three months ended April 30, 2025 primarily due to lower compensation expense as a result of the restructuring actions in June 2025.
Current wording
Administrative and selling expenses were $41.8 million and $45.6 million for the nine months ended July 31, 2026 and 2025, respectively. Administrative and selling expenses were lower during the nine months ended July 31, 2026 primarily due to lower compensation expense as a result of the restructuring actions in June 2025, as well as lower consulting, legal and accounting fees compared to the same period in the prior year.
Previous wording
Research and development expenses decreased to $14.7 million for the six months ended April 30, 2026 compared to $21.0 million for the six months ended April 30, 2025. The decrease is primarily due to adecrease in spending on the Company’s commercial development efforts related to our solid oxide power generation and electrolysis platforms and related lower compensation expense as a result of the restructuring actions in November and June of fiscal year 2025.
Current wording
Research and development expenses decreased to $23.2 million for the nine months ended July 31, 2026 compared to $28.6 million for the nine months ended July 31, 2025. The decrease is primarily due to adecrease in spending on the Company’s commercial development efforts related to our solid oxide power generation and electrolysis platforms and related lower compensation expense as a result of the restructuring actions in November and June of fiscal year 2025, partially offset by an increase in spending on certain product development projects compared to the same period in the prior year.
Showing the first 40 of 105 pairs. Open the source sections for the rest.
Rearranged current paragraphs (11)
Current report — wording carried from elsewhere
Interest income was $3.6 million and $2.1 million for the three months ended July 31, 2026 and 2025, respectively. The increase in interest income during the three months ended July 31, 2026 was primarily driven by higher money market
Current report — wording carried from elsewhere
Net income (loss) attributable to noncontrolling interests
Current report — wording carried from elsewhere
months ended July 31, 2025. Liquidated damages are recognized as a reduction to revenue. The largest contributor to the lower output during the nine months ended July 31, 2026 was the Groton Project which was not operating pending an equipment upgrade. The Company has elected to upgrade the Groton Project, and it is expected that such upgrade will be completed in fiscal year 2027. Generation revenues for the nine months ended July 31, 2026 and 2025 reflect revenue from electricity generated under our PPAs and the sale of renewable energy credits from our generation portfolio.
Current report — wording carried from elsewhere
final assembly. The Company has previously demonstrated this “hub and spoke” model through localized final assembly and conditioning operations in both South Korea and Germany.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
On April 25, 2024, FuelCell Energy Derby Finance Holdco, LLC (“Derby Holdco Borrower”), a wholly owned subsidiary of FuelCell Energy Finance, LLC (“FCEF”), which, in turn, is a wholly owned subsidiary of FuelCell Energy, Inc. (“Parent”), entered into: (i) a Credit Agreement (the “Derby Senior Back Leverage Credit Agreement”) with, by and among Liberty Bank, in its capacities as a lender (“Liberty Lender”), administrative agent (the “Senior Administrative Agent”),
Current report — wording carried from elsewhere
Tax Equity Partnership”), the tax equity partnership with Renewable Energy Investors, LLC (the “Class A Member”), as tax equity investor, which Yaphank Tax Equity Partnership, in turn, owns Yaphank Fuel Cell Park, LLC (the “Yaphank Project Company”), the entity that owns the LIPA Yaphank Project.
Current report — wording carried from elsewhere
Simultaneously with OpCo Borrower entering into the Financing Agreement, FCEF (as pledgor), OpCo Borrower and each of the Bridgeport Project Company, the Pfizer Project Company, the Riverside Project Company, the Santa Rita Project Company, the CCSU Project Company and the Class B Member, each as a subsidiary grantor party and guarantor,
Current report — wording carried from elsewhere
Groton Subordinated Back Leverage Loan Facility more fully described below, on December 16, 2022, the Groton Project Company and Parent entered into an Amended and Restated Power Purchase Agreement (the “Groton Amended and Restated PPA”) with Connecticut Municipal Electric Energy Cooperative (“CMEEC”), pursuant to which the Groton Project Company agreed to sell to CMEEC, and CMEEC agreed to purchase from the Groton Project Company, all of the electricity output produced by the Groton Project pursuant to the terms and conditions of the Groton Amended and Restated PPA.
Current report — wording carried from elsewhere
Pursuant to the Groton Subordinated Back Leverage Loan Facility, during the “Groton Interest Only Period” (as defined below), Groton Holdco Borrower is required to make quarterly payments of principal in amounts equal to 50% of excess
Current report — wording carried from elsewhere
leaseback transactions, $16.0 million relating to future obligations associated with the Groton Senior Back Leverage Loan Facility, $4.9 million relating to future obligations associated with the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility, $2.2 million relating to future obligations associated with the 2026 EXIM Financing and the 2025 EXIM Financing and $28.4 million relating to future obligations associated with the OpCo Financing Facility.
Rearranged previous paragraphs (14)
Previous report — wording carried elsewhere
Research and development expenses decreased to $7.7 million for the three months ended April 30, 2026 compared to $9.9 million for the three months ended April 30, 2025. The decrease is primarily due to a decrease in spending on the Company’s commercial development efforts related to our solid oxide power generation and electrolysis platforms and related lower compensation expense as a result of the restructuring actions in November and June of fiscal year 2025.
Previous report — wording carried elsewhere
Net income attributable to noncontrolling interests
Previous report — wording carried elsewhere
In April 2026, the Company identified a triggering event for its project assets related to the Groton Project and evaluated the assets for impairment. The fuel cells installed at the Groton Project are the only SureSource 4000 fuel cells in the Company’s fleet. Due to performance issues encountered with the SureSource 4000 fuel cells at the Groton Project, the Company has elected to upgrade the equipment pursuant to the Groton Project’s PPA to utilize three of the Company’s standard 2.5 MW power blocks, with seven-year stack life design and high efficiency. As a result, an impairment expense of $42.6 million for the six months ended April 30, 2026 was recorded related to certain project assets and inventories for the Groton Project.
Previous report — wording carried elsewhere
deducting sales commissions and fees totaling approximately $1.1 million. Approximately $0.5 million of shares remained available for sale under the Sales Agreement following these sales.
Previous report — wording carried elsewhere
See Note 12. “Stockholders’ Equity” to our consolidated financial statements for additional information regarding the Sales Agreement.
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The CGN Platform is comprised of four SureSource 3000 molten carbonate fuel cells (each a “CGN Plant”). Each CGN Plant is comprised of two carbonate fuel cell modules. Pursuant to 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
Previous report — wording carried elsewhere
During the fiscal year ended October 31, 2024, the Company entered into the GGE LTSA with respect to the GGE Platform. The contract value totaled approximately $159.6 million, of which approximately $33.6 million was
Previous report — wording carried elsewhere
Derby Holdco Borrower’s obligations under the Derby Senior Back Leverage Credit Agreement and the Derby Subordinated Back Leverage Credit Agreement are secured by a lien on all of Derby Holdco Borrower’s assets, consisting principally of its Class B Member Interests (the “Derby Class B Interests”) in Derby Fuel Cell Holdco, LLC (the “Derby Tax Equity Holdco”). The Class A Membership Interests (the “Derby Class A Interests”) in the Derby Tax Equity Holdco are held by Franklin Park (see Note 1 for further discussion of the tax equity financing transaction structure). Derby Holdco Borrower is also the Managing Member of the Derby Tax Equity Holdco. The Derby Tax Equity Holdco’s primary asset is ownership of all of the outstanding equity interests in Derby Station Fuel Cell, LLC and SCEF1 Fuel Cell,
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Back Leverage Loan Facility shall be deemed a default under the Derby Subordinated Back Leverage Loan Facility and vice versa) or if CLPC should become insolvent, is in bankruptcy or commits a specified number of payment defaults with regard to its payment obligations to the Derby Project Companies.
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and the Bridgeport Project Company agreed that the obligations arising out of the swap transactions contemplated by their related interest rate swap agreement were terminated and waived and the swap agreement was effectively terminated. In addition, in connection with closing on the OpCo Financing Facility, proceeds of the Term Loan were used to repay a portion of Parent’s long-term indebtedness to Connecticut Green Bank in the amount of approximately $1.8 million.
Previous report — wording carried elsewhere
Simultaneously with the execution of the Financing Agreement, OpCo Borrower, Investec Bank plc as Collateral Agent and Administrative Agent and Liberty Bank as Depositary Agent entered into a Depositary Agreement (the “Depositary Agreement”) pursuant to which OpCo Borrower established certain accounts at Liberty Bank, all of which were pledged to Collateral Agent as security for the Term Loan Facility, the LC Facility and the hedge agreements, including a Revenue Account; a Debt Service Reserve Account; a Redemption Account (for prepayments); a Capital Expenditure Reserve
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Account for the Groton Subordinated Back Leverage Lender; and (iv) the remaining amount of approximately $11.1 million was released to Parent from the Groton Back Leverage Lenders. As discussed in additional detail below, simultaneous with the Groton Closing, a portion of the proceeds were used to: (a) make Output Shortfall Payments (which are cash payments required to be made by the Groton Project Company in the event that the Groton Project produces electricity in any year less than the minimum required amount for such year) totaling approximately $1.3 million, which were deposited into a payment reserve account, and (b) pay approximately $3.0 million to Connecticut Green Bank, which represented payment, in full, of all outstanding obligations under Parent’s loan agreement with Connecticut Green Bank. After taking into account such Output Shortfall Payments and such payment to Connecticut Green Bank, approximately $6.8 million was classified as unrestricted cash on the Company’s Consolidated Balance Sheet.
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Company was eligible for up to $5.0 million in loan forgiveness if the Company created 165 full-time positions and retained 538 full-time positions for two consecutive years (as amended from time to time, the “Employment Obligation”) as measured on October 28, 2017 (as amended from time to time, the “Target Date”). The Assistance Agreement was subsequently amended in April 2017 to extend the Target Date by two years to October 28, 2019.
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amendment would include more favorable repayment terms than those to which the Company is subject under the Third Amendment as a result of the failure to meet the Employment Obligation. In April of 2020, as a result of the COVID-19 pandemic, the State of Connecticut agreed to defer three months of principal and interest payments under the Assistance Agreement, beginning with the May 2020 payment. These deferred payments will be added at the end of the loan, thus extending out the maturity date by three months.* *