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”). 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. Words such as “expects,” “anticipates,” “estimates,” “goals,” “projects,” “intends,” “plans,” “believes,” “predicts,” “should,” “seeks,” “will,” “could,” “would,” “may,” “forecast,” and similar expressions and variations of such words are intended to identify forward-looking statements and are included, along with this statement, for purposes of complying with the safe harbor provisions of the PSLRA. Forward-looking statements are neither historical facts, nor assurances of future performance. Instead, such statements are based only on our beliefs, expectations, and assumptions regarding the future. As such, the realization of matters expressed in forward-looking statements involves inherent risks and uncertainties. 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. |
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, |
| ● | our ability to maintain compliance with the listing rules of The Nasdaq Stock Market (“Nasdaq”), |
| ● | rapid technological change, |
| ● | 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. 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. |
We cannot assure you that:
| ● | we will be able to meet any of our development or commercialization schedules, |
| ● | any of our new products or technologies, once developed, will be commercially successful, |
| ● | our power plants will be commercially successful, |
| ● | we will be able to obtain financing or raise capital to achieve our business plans, |
| ● | the government will appropriate the funds anticipated by us under our government contracts, |
| ● | the government will not exercise its right to terminate any or all of our government contracts, or |
| ● | we will be able to achieve any other result anticipated in any other forward-looking statement contained herein. |
The forward-looking statements contained herein speak only as of the date of this report and readers are cautioned not to place undue reliance on these forward-looking statements. 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.
