Note 5. Impairment and Restructuring

Restructuring

In September and November 2024, the Company undertook restructuring actions, which included reductions in force that collectively represented approximately 17% of the Company’s global workforce and also included reduced spending for product development, overhead and other costs. These restructuring actions sought to reduce operating costs and better align the Company’s workforce with the needs of the Company’s business and its customers. The workforce was reduced across our global operations including Calgary, Canada and at our North American production facility in Torrington, Connecticut, at our corporate offices in Danbury, Connecticut and at other remote locations.

On June 4, 2025, the Board of Directors of the Company (the “Board”) approved a global restructuring plan to further reduce operating costs, realign resources toward advancing the Company's core carbonate technologies, and protect the Company's competitive position amid slower-than-expected market investments in clean energy. This plan includes: (i) a workforce reduction of 122 employees, or approximately 22% of our workforce across the U.S., Canada and Germany (which reduction was implemented on June 5, 2025), (ii) a significant reduction of discretionary overhead spending, (iii) recalibration of the Torrington manufacturing facility production schedule to align with contracted demand, rather than forecasted demand, which, without continued growth in our closed order book, would result in a decrease in our annualized production rate, (iv) the deferral of certain compensation and benefit obligations, (v) the cessation of the majority of development efforts with respect to our solid oxide technology, and (vi) other targeted cost-saving measures.

Restructuring expense relating to severance for eliminated positions of $4.1 million and $5.6 million was recognized in the three and nine months ended July 31, 2025, respectively, which has been presented under a separate caption in the Consolidated Statements of Operations. As of July 31, 2025, $3.4 million of restructuring expense which had yet to be paid out is included within Accrued liabilities on the accompanying Consolidated Balance Sheets. The following table summarizes the activity in accrued severance costs (in thousands):

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Impairment

In conjunction with the restructuring plan approved by the Board in June 2025, the Company ceased certain commercialization and capacity expansion activities related to its solid oxide technology performed by our subsidiaries, Versa Power Systems, Ltd. and Versa Power Systems, Inc. (collectively, the “Versa reporting unit”). As a result, the Company identified goodwill, in-process research and development (“IPR&D”) intangible assets, related inventory and property, plant and equipment (“PP&E”), in each case related to the Company’s prior investments in the Versa reporting unit that might be impaired. The Company tested the fair value of the IPR&D intangible assets using the replacement cost method to establish a fair value according to Accounting Standards Codification (“ASC”) Topic 350, Intangibles, Goodwill and Other (“ASC 350”), and determined that the carrying value of the IPR&D intangible assets was in excess of its fair value and that an impairment of the IPR&D intangible assets existed as of July 31, 2025. The Company also tested the fair value of the Versa reporting unit using the adjusted net asset value method according to ASC 350 to establish a fair value, and determined that the carrying value of the equity in the Versa reporting unit was in excess of its fair value and that an impairment of goodwill existed as of July 31, 2025. As part of the Adjusted Net Asset Value method to establish the fair value of the equity in the Versa reporting unit, impairments of certain inventory and PP&E assets were also identified as of July 31, 2025, as the carrying values of these assets exceeded their fair values.

In connection with the impairment testing of the Versa reporting unit, the Company estimated the fair values of IPR&D intangible assets, inventory, and PP&E using valuation techniques consistent with ASC Topic 820 – Fair Value Measurement. The IPR&D intangible assets were valued using the replacement cost method, selected due to the absence of reliable cash flow projections and market comparable information. Inputs included internal development costs and benchmarked developer profit and obsolescence factors. Inventory was written down to zero based on internal assessments of recoverability, lack of alternative use, and the strategic decision to cease commercialization efforts on solid oxide technology. PP&E was valued using a combination of the cost and market approaches, depending on asset type and data availability. The cost approach was applied to specialized assets with limited market activity, while market data and supplier quotes supported valuation of general-use assets. Goodwill was impaired using the adjusted net asset value method, as the reporting unit lacked historical revenue and viable projections to support income or market-based approaches. While certain observable inputs were considered, the valuations primarily relied on internal assumptions and management estimates. Accordingly, all fair value measurements were classified as Level 3 within the fair value hierarchy.

In addition, the Company has solid oxide inventory located in Torrington, Connecticut, and, due to the cessation of certain commercialization and capacity expansion activities related to its solid oxide technology, this solid oxide inventory was identified and tested for whether net recoverable value (“NRV”) was lower than cost, according to ASC Topic 330, Inventory. The Company determined that the carrying value of this inventory was in excess of its NRV and that an impairment of the inventory existed as of July 31, 2025. The Company estimated NRV of this solid oxide inventory by considering its current ability to sell or use the inventory through existing sales/service channels, its ability to sell the inventory at a discounted price through existing sales/service channels, and its ability to use the inventory in other future projects.

Further, the Company previously made certain capacity expansion investments in PP&E with long lead times for its Torrington, Connecticut manufacturing facility and, as a result of the slower-than-expected pace of market developments, certain of this PP&E was identified and tested for recoverability in accordance with ASC Topic 360-10, Impairment and Disposal of Long-Lived Assets, using the market method. As a result, the Company determined that the carrying value of this PP&E was in excess of its fair value and that an impairment existed as of July 31, 2025.

Due to the impairments identified above, the Company recognized a total impairment expense of $64.5 million in each of the three and nine month periods ended July 31, 2025, which is presented as Impairment expense within the operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. Of the $64.5 million, approximately $42.1 million was related to PP&E, 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.

To the extent there are further changes in market conditions or the performance of the Company’s long-lived assets, the Company may incur additional impairment expenses in the future.