FCEL FuelCell Energy, Inc.

Risks

• We have incurred losses and anticipate continued losses and negative cash flow.
• Our cost reduction strategy may not succeed or may be significantly delayed, which may result in our inability to deliver improved margins.
• Financial markets worldwide have experienced heightened volatility and instability, which may have a material adverse impact on the Company, our customers and our suppliers.
• Our contracted projects may not convert to revenue, and our project pipeline may not convert to contracts, which may have a material adverse effect on our revenue and cash flow.
• We have signed product sales contracts, engineering, procurement and construction contracts, PPAs and long-term service agreements with customers subject to contractual, technology and operating risks as well as market conditions that may affect our operating results.
• Our growing generation portfolio of operating assets exposes us to operational risks and commodity market volatility.
• We extend product warranties, which could affect our operating results.
• Our 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 or result in claims against us.
• We currently face and will continue to face significant competition.
• We derive significant revenue from contracts awarded through competitive bidding processes involving substantial costs and risks. Due to this competitive pressure, we may be unable to grow revenue and achieve profitability.
• Unanticipated increases or decreases in business growth may result in adverse financial consequences for us.
• Our plans are dependent on market acceptance of our products.
• We are substantially dependent on a concentrated number of customers and the loss of any one of these customers could adversely affect our business, financial condition and results of operations.
• If our goodwill and other intangible assets, long-lived assets, inventory or project assets become impaired, we may be required to record a significant charge to earnings.
• We have risks associated with high levels of inventory.
• 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 the contracts due to the lack of Congressional appropriations.
• We depend on third party suppliers for the development and supply of key raw materials and components for our products.
• We may be affected by environmental and other governmental regulation.
• 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 could be liable for environmental damages resulting from our research, development or manufacturing operations.
• We are subject to risks inherent in international operations.
• Exports of certain of our products are subject to various export control regulations and may require a license or permission from the U.S. Department of State, the U.S. Department of Energy or other agencies.
• We depend on strategic relationships with third parties, and the terms and enforceability of many of these relationships are not certain.
• 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. In addition, increased information technology security threats and more sophisticated computer crime pose a risk to our systems, networks, products and services.
• Our results of operations could vary as a result of changes to our accounting policies or the methods, estimates and judgments we use in applying our accounting policies.
• Our stock price has been and could remain volatile.
• Our amended and restated by-laws provide that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a judicial forum deemed favorable by the stockholder for disputes with us or our directors, officers or employees.
• The implementation of our business plan and strategy will require additional capital.
• We will need to raise additional capital, and such capital may not be available on acceptable terms, if at all. 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.
• Future sales of substantial amounts of our common stock could affect the market price of our common stock.
• The rights of the Series 1 Preferred Shares and the Series B Preferred Stock could negatively impact our cash flows and could dilute the ownership interest of our stockholders.
• We may not be able to make cash payments to redeem the Series D Preferred Shares.
• The Series B Preferred Stock and Series D Preferred Shares rank senior to our common stock with respect to payments upon liquidation, dividends, and distributions.
• Holders of the Series D Preferred Shares have rights that may restrict our ability to operate our business.
• Our common stockholders may experience significant dilution upon the issuance of common stock upon conversion of or redemption payments under the Series D Preferred Shares.