UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025
Commission File Number: 000-53543
______________________________
Ballard Power Systems Inc.
(Translation of registrant's name into English)
 
9000 Glenlyon Parkway
Burnaby, B.C.
V5J 5J8
Canada
(Address of principal executive office)
______________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☐ Form 20-F☒ Form 40-F







EXHIBIT INDEX

EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE: (I) INTO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM S-8 (FILE NOS. 333-271785 AND 333-225494) AND (II) AS EXHIBITS TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-271758), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ballard Power Systems Inc.
 
Date: May 6, 2025By:
/s/ Kate Igbalode
 Name:
Kate Igbalode
 Title:Senior Vice President & Chief Financial Officer
























Condensed Consolidated Interim Financial Statements
(Expressed in U.S. dollars)

BALLARD POWER SYSTEMS INC.

Three months ended March 31, 2025 and 2024



BALLARD POWER SYSTEMS INC.
Condensed Consolidated Interim Statements of Financial Position
Unaudited (Expressed in thousands of U.S. dollars)
NoteMarch 31,
2025		December 31,
2024
Assets
Current assets:
Cash and cash equivalents$576,698 $603,948 
Short-term investments 2,104 2,104 
Trade and other receivables5 28,118 31,983 
Inventories6 65,117 56,417 
Prepaid expenses and other current assets3,083 4,426 
Total current assets675,120 698,878 
Non-current assets:
Property, plant and equipment7 29,563 30,424 
Intangible assets8 1,865 1,757 
Equity-accounted investments 9 7,465 8,238 
Long-term financial investments10 42,113 37,515 
Other non-current assets484 495 
Total assets$756,610 $777,307 
Liabilities and Equity
Current liabilities:
Trade and other payables12 $36,468 $35,637 
Deferred revenue13 9,150 6,643 
Provisions and other current liabilities14 26,348 30,407 
Current lease liabilities15 3,025 2,899 
Total current liabilities74,991 75,586 
Non-current liabilities:
Non-current lease liabilities15 20,237 20,995 
Deferred gain on finance lease liability15 — 69 
Non-current deferred revenue 13 4,866 4,989 
Other non-current liabilities and employee future benefits16 2,695 2,678 
Total liabilities102,789 104,317 
Equity:
Share capital17 2,430,439 2,428,618 
Contributed surplus17 309,491 309,974 
Accumulated deficit(2,081,873)(2,060,837)
Foreign currency reserve(4,236)(4,765)
Total equity653,821 672,990 
Total liabilities and equity$756,610 $777,307 


See accompanying notes to condensed consolidated interim financial statements.

Approved on behalf of the Board:
“Kathy Bayless”“Jim Roche”
DirectorDirector


BALLARD POWER SYSTEMS INC.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
Unaudited (Expressed in thousands of U.S. dollars, except per share amounts and number of shares)
Three months ended March 31,
Note20252024
Revenues:
Product and service revenues18 $15,389 $14,452 
Cost of product and service revenues18,997 19,867 
Gross margin(3,608)(5,415)
Operating expenses:
Research and product development18,105 25,308 
General and administrative4,665 6,869 
Sales and marketing2,455 3,183 
Other expense19 227 1,700 
Total operating expenses25,452 37,060 
Results from operating activities(29,060)(42,475)
Finance income and other20 11,501 2,709 
Finance expense20 (506)(431)
Net finance income10,995 2,278 
Equity in loss of investment in joint venture and associate9 & 21(818)(834)
Impairment charges on property, plant and equipment7 (2,223)— 
Gain on sale of assets7 70 — 
Loss before income taxes(21,036)(41,031)
Income tax expense— (35)
Net loss for the period from continued operations$(21,036)$(41,066)
Net loss for the period from discontinued operations22— (226)
Net loss for the period$(21,036)$(41,292)
Other comprehensive loss:
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences529 (902)
Total comprehensive loss for the period$(20,507)$(42,194)
Basic and diluted loss per share
Loss per share for the period$(0.07)$(0.14)
Weighted average number of common shares outstanding     299,518,254 299,010,734 
See accompanying notes to condensed consolidated interim financial statements.




BALLARD POWER SYSTEMS INC.
Condensed Consolidated Interim Statements of Changes in Equity
Unaudited (Expressed in thousands of U.S. dollars except number of shares)
Foreign
Number of
Share
Contributed
Accumulated
currency
Total
shares
capital
surplus
deficit
reserve
equity
Balance, December 31, 2024299,438,116 $2,428,618 $309,974 $(2,060,837)$(4,765)$672,990 
Net loss— — — (21,036)— (21,036)
RSUs redeemed (note 17)395,118 1,821 (2,309)— — (488)
Share-based compensation (note 17)— — 1,826 — — 1,826 
Other comprehensive loss:
Foreign currency translation for foreign operations— — — — 529 529 
Balance, March 31, 2025299,833,234 $2,430,439 $309,491 $(2,081,873)$(4,236)$653,821 
Foreign
Number of
Share
Contributed
Accumulated
currency
Total
shares
capital
surplus
deficit
reserve
equity
Balance, December 31, 2023298,935,706 $2,425,641 $306,042 $(1,737,505)$(2,962)$991,216 
Net loss— — — (41,292)— (41,292)
RSUs redeemed (note 17)201,448 1,494 (2,011)— — (517)
Options exercised (note 17)149,481 450 (156)— — 294 
Share-based compensation (note 17)— — 2,800 — — 2,800 
Other comprehensive income:
Foreign currency translation for foreign operations— — — — (902)(902)
Balance, March 31, 2024299,286,635 $2,427,585 $306,675 $(1,778,797)$(3,864)$951,599 
See accompanying notes to condensed consolidated interim financial statements.



BALLARD POWER SYSTEMS INC.
Condensed Consolidated Interim Statements of Cash Flows
Unaudited (Expressed in thousands of U.S. dollars)
Three months ended March 31,
Note20252024
Cash provided by (used in):
Operating activities:
Net loss for the period$(21,036)$(41,292)
Adjustments for:
Depreciation and amortization985 3,486 
Deferred gain amortization on finance lease agreement15 (69)(104)
Impairment loss on trade receivables4 1,670 
Inventory impairment and onerous contracts provision adjustments6 (1,538)1,476 
Unrealized (gain)/loss on forward contracts(437)485 
Equity in loss of investment in joint venture and associate9 & 21818 834 
Net (increase) decrease in fair value of investments10, 20 & 25(4,446)6,302 
Gain on sale of assets7 (70)— 
Impairment loss on property, plant and equipment7 2,223 — 
Accretion (dilution) on decommissioning liabilities16 19 (41)
Employee future benefits plan contributions(2)(3)
Share-based compensation17 1,866 2,800 
(21,683)(24,387)
Changes in non-cash working capital:
Trade and other receivables3,768 15,465 
Inventories(8,752)(10,407)
Prepaid expenses and other current assets1,791 373 
Trade and other payables(2,303)(3,069)
Deferred revenue2,384 3,614 
Warranty provision392 (1,581)
(2,720)4,395 
Cash used in operating activities(24,403)(19,992)
Investing activities:
 Contributions to long-term investments 10 (152)(2,057)
 Additions to property, plant and equipment (2,430)(7,293)
 Investment in intangible assets 8 (233)(177)
 Proceeds on sale of assets 7 80 — 
Cash used in investing activities(2,735)(9,527)
Financing activities:
Principal payments of lease liability15 (689)(987)
Net proceeds on issuance of share capital from stock option exercise17 — 294 
Cash used in financing activities(689)(693)
Effect of exchange rate fluctuations on cash and cash equivalents held577 (253)
Decrease in cash and cash equivalents(27,250)(30,465)
Cash and cash equivalents, beginning of period603,948 751,130 
Cash and cash equivalents, end of period$576,698 $720,665 

Supplemental disclosure of cash flow information (note 23).
See accompanying notes to condensed consolidated interim financial statements.


BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)

1.    Reporting entity:
The principal business of Ballard Power Systems Inc. (the “Corporation”) is the design, development, manufacture, sale and service of proton exchange membrane ("PEM") fuel cell products for a variety of applications, focusing on power products for bus, truck, rail, marine, stationary and emerging market (material handling, off-road and other) applications, as well as the delivery of services, including technology solutions, after sales service and training. A fuel cell is an environmentally clean electrochemical device that combines hydrogen fuel with oxygen (from the air) to produce electricity.
The Corporation is a company domiciled in Canada and its registered office is located at 9000 Glenlyon Parkway, Burnaby, British Columbia, Canada, V5J 5J8. The condensed consolidated interim financial statements of the Corporation as at and for the three months ended March 31, 2025 and 2024 comprise the Corporation and its subsidiaries.

2.    Basis of preparation:
(a)    Statement of compliance:
These condensed consolidated interim financial statements of the Corporation have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”), on a basis consistent with those material accounting policies followed in the most recent annual consolidated financial statements, and therefore should be read in conjunction with the December 31, 2024 audited consolidated financial statements and the notes thereto.
The condensed consolidated interim financial statements were authorized for issue by the Audit Committee of the Board of Directors on May 5, 2025.
(b)    Basis of measurement:
The condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:
•Financial assets classified as measured at fair value through profit or loss (FVTPL)
(c)    Functional and presentation currency:
These condensed consolidated interim financial statements are presented in U.S. dollars, which is the Corporation’s functional currency.
(d)    Use of estimates:
The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires the Corporation’s management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.



6

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
2.    Basis of preparation (cont'd):
(d)    Use of estimates (cont'd):

Significant areas having estimation uncertainty include revenue recognition, asset impairment (including goodwill, intangible assets, and property, plant, and equipment), warranty provision, inventory and onerous contracts provisions, and fair value measurement (including long-term financial investments). These assumptions are unchanged in these condensed consolidated interim financial statements and are the same as those applied in the Corporation’s consolidated financial statements as at and for the year ended December 31, 2024.
(e)    Future operations:
The Corporation is required to assess its ability to continue as a going concern or whether substantial doubt exists as to the Corporation’s ability to continue as a going concern into the foreseeable future. The Corporation’s ability to continue as a going concern and realize its assets and discharge its liabilities and commitments in the normal course of business is dependent upon the Corporation having adequate liquidity and achieving profitable operations that are sustainable. The Corporation's liquidity objective to remain a going concern into the foreseeable future is to maintain cash balances sufficient to fund at least six quarters of forecasted cash used by operating activities and contractual commitments.
The Corporation’s strategy to attain this liquidity objective is to continue its drive to attain profitable operations that are sustainable by executing a business plan that continues to focus on revenue growth, improving overall gross margins, maintaining discipline over operating expenses, managing working capital and capital expenditure requirements, and securing additional financing to fund its operations as needed until the Corporation does achieve profitable operations that are sustainable. Failure to implement this plan could have a material adverse effect on the Corporation’s financial condition and or results of operations.

3.    Material accounting policies:
Effective January 1, 2025, the Corporation adopted a number of new standards and interpretation, but they did not have a material impact on the Corporation's condensed consolidated interim financial statements.
The accounting policies in these condensed consolidated interim financial statements are the same as those applied in the Corporation’s consolidated financial statements as at and for the year ended December 31, 2024.

4.    Critical judgments in applying accounting policies and key sources of estimation uncertainty:
Critical judgments in applying accounting policies:
Critical judgments that management has made in the process of applying the Corporation’s accounting policies and that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are limited to management’s assessment of the Corporation’s ability to continue as a going concern (note 2(e)).




7

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
4.    Critical judgments in applying accounting policies and key sources of estimation uncertainty (cont'd):
Key sources of estimation uncertainty:
Key assumptions concerning the future and other key sources of estimation uncertainty that have significant risk of resulting in a material adjustment to the reported amount of assets, liabilities, income and expenses within the next fiscal year include the following: revenue recognition, asset impairment (including goodwill and property, plant, and equipment), warranty provision, inventory and onerous contracts provisions, fair value measurement (including long-term financial investments) and residual fair value of property, plant, and equipment. These assumptions are unchanged in these condensed consolidated interim financial statements and are the same as those applied in the Corporation’s consolidated financial statements as at and for the year ended December 31, 2024.

5.    Trade and other receivables:
March 31,December 31,
20252024
Trade accounts receivable,gross$25,738 $29,475 
Allowance for doubtful accounts(4,965)(5,292)
Trade accounts receivable, net20,773 24,183 
Other receivables4,399 4,654 
Contract assets2,946 3,146 
$28,118 $31,983 
Contract assets
Contract assets primarily relate to the Corporation's rights to consideration for work completed but not billed as at March 31, 2025 for engineering services and technology transfer services.
March 31,
Contract assets2025
January 1, 2025$3,146 
Invoiced during the period(200)
At March 31, 2025$2,946 
Information about the Corporation's exposure to credit and market risks, and impairment losses for trade receivables and contract assets is included in note 25.

6.    Inventories:
During the three months ended March 31, 2025, the write-down of inventories to net realizable value including onerous contract adjustments amounted to $334,000 (2024 – $2,033,000) and the reversal of previously recorded write-downs and onerous contract adjustments amounted to $1,872,000 (2024 – $557,000), resulting in a net write-down (reversal) of ($1,538,000) (2024 – $1,476,000). Write-downs and reversals are included in either cost of product and service revenues or research and product development expense, depending upon the nature of inventory.




8

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
7.    Property, plant and equipment:
March 31,December 31,
20252024
Property, plant and equipment owned$9,000 $9,000 
Right-of-use assets20,563 21,424 
$29,563 $30,424 
Property, plant, and equipment owned:
March 31,December 31,
Net carrying amounts20252024
Computer equipment545 545 
Furniture and fixtures3,300 3,300 
Leasehold improvements3,600 3,600 
Production and test equipment1,555 1,555 
$9,000 $9,000 
During the three months ended March 31, 2025, the Corporation recognized impairment charges on property, plant, and equipment of $2,223,000 (2024 - $nil) related to a net fair value impairment allowance against consolidated capital assets.
During the three months ended March 31, 2025, the Corporation disposed of certain miscellaneous equipment in Denmark for net proceeds of $80,000, resulting in a gain on sale of assets of $70,000.
Right-of-use assets:
The Corporation leases certain assets under lease agreements, comprised primarily of leases of land and buildings, office equipment, and vehicles (note 15).
March 31,December 31,
Net carrying amounts2025 2024 
Property$20,345 $21,179 
Equipment25 34 
Vehicle193 211 
$20,563 $21,424 
Depreciation expense on property, plant, and equipment is allocated to operating expense or cost of goods sold depending upon the nature of the underlying assets. For the three months ended March 31, 2025, depreciation expense of $861,000 (2024 - $3,231,000) was recorded.
Additions to property, plant, and equipment assets for the three months ended March 31, 2025 total $2,230,000 (2024 - $7,293,000).










9

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
8.    Intangible assets:
March 31,December 31,
20252024
ERP management reporting software system$1,865 $1,757 
$1,865 $1,757 
AccumulatedNet carrying
BalanceCostamortizationamount
At January 1, 2024$59,582 $58,176 $1,406 
Additions to intangible assets1,768 — 1,768 
Amortization expense— 759 (759)
Impairment on intangible assets— 658 (658)
Impaired asset retirement adjustment(6,269)(6,269)— 
At December 31, 202455,081 53,324 1,757 
Additions to intangible assets233 — 233 
Amortization expense— 125 (125)
At March 31, 2025$55,314 $53,449 $1,865 
Additions to intangible assets for the three months ended March 31, 2025 of $233,000 (2024 - $177,000) consist primarily of costs to expand and enhance the capabilities of the ERP management reporting software system.
Amortization expense on intangible assets is allocated to research and product development expense or general and administration expense depending upon the nature of the underlying assets. For the three months ended March 31, 2025, amortization expense of $125,000 (2024 - $255,000) was recorded.

9.    Equity-accounted investments:
For the three months ended March 31, 2025, the Corporation recorded $818,000 (2024 - $834,000) in equity loss of investment in joint venture and associate, comprising of equity loss in Weichai Ballard Hy-Energy Technologies Co., Ltd. ("Weichai Ballard JV").
Investment in Weichai Ballard JV
March 31,December 31,
Investment in Weichai Ballard JV20252024
Beginning balance$8,238 $13,901 
Recognition (deferral) of 49% profit on inventory not yet sold to third party, net93 (168)
Equity in loss(818)(4,941)
Cumulative translation adjustment due to foreign exchange(48)(554)
Ending balance$7,465 $8,238 
Weichai Ballard JV is an associate in which the Corporation has significant influence and a 49% ownership interest.




10

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
9.     Equity-accounted investments (cont'd):
Investment in Weichai Ballard JV (cont'd)
Thanks Kate! But you and Randy signed at the same time LOL. Would y
The following tables summarize the financial information of Weichai Ballard JV as included in its own financial statements as of March 31, 2025, adjusted for foreign exchange differences, the application of the Corporation's accounting policies and the Corporation's incorporation costs.
March 31,December 31,
20252024
Percentage ownership interest (49%)
Current assets$38,151 $40,993 
Non-current assets45 50 
Current liabilities(17,291)(18,398)
Net assets (100%)20,905 22,645 
Corporation's share of net assets (49%)10,242 11,096 
Incorporation costs324 324 
Elimination of unrealized profit on downstream sales, net of sales to third party(3,101)(3,182)
Carrying amount of investment in Weichai Ballard JV$7,465 $8,238 
Three months ended March 31,
20252024
Revenue (100%)$548 $1,005 
Net loss (100%)1,668 1,699 
Corporation's share of net loss (49%) $818 $834 

10.    Long-term financial investments:
In addition to the above equity-accounted investments, the Corporation has also acquired ownership interest in various other investments, which are recognized at fair value (note 25).
December 31,ContributionsChange in FairMarch 31,
Net carrying value2024(Proceeds)Value2025
Long-term investment - Forsee Power SA$2,270 $— $2,820 $5,090 
Long-term investment - Wisdom Motor1,900 — — 1,900 
Long-term investment - HyCap Fund23,987 179 798 24,964 
Long-term investment - Clean H2 Fund9,043 — 828 9,871 
Long-term investment - Templewater Fund315 (27)— 288 
$37,515 $152 $4,446 $42,113 











11

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
10.    Long-term financial investments (cont'd):
December 31,ContributionsChange in FairMarch 31,
Net carrying value2023(Proceeds)Value2024
Long-term investment - Forsee Power SA$14,969 $— $(5,885)$9,084 
Long-term investment - Wisdom Motor4,100 — — 4,100 
Long-term investment - Quantron AG4,400 — (95)4,305 
Long-term investment - HyCap Fund12,801 360 (74)13,087 
Long-term investment - Clean H2 Fund4,075 1,201 (248)5,028 
Long-term investment - Templewater Fund— 496 — 496 
$40,345 $2,057 $(6,302)$36,100 
During the three months ended March 31, 2025, changes in fair value and foreign exchange adjustments for long-term investments totalling $4,446,000 (2024 - ($6,302,000)) were recognized as unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 25).
Investment in Forsee Power SA
In October 2021, the Corporation acquired a non-controlling 9.8% equity interest in Forsee Power SA ("Forsee Power"), a French company specializing in the design, development, manufacture, commercialization, and financing of smart battery systems for sustainable electric transport.
During the three months ended March 31, 2025, changes in fair value and foreign exchange adjustments totalling $2,820,000 (2024 - ($5,885,000)) were recognized as an unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 25), resulting in net fair value investment in Forsee Power of $5,090,000 (2024 - $9,084,000) as of March 31, 2025, now representing a non-controlling 7.3% equity interest.
Investment in Wisdom Group Holdings Ltd.
In June 2022, the Corporation invested $10,000,000 and acquired a non-controlling 7.2% interest in Wisdom Group Holdings Ltd. ("Wisdom Motor"), a privately held Cayman Islands holding company with operating subsidiaries whose business includes the design and manufacture of vehicles, including zero emission fuel cell electric buses, trucks, and battery-electric vehicles. Subsequently, the Corporation assigned its option held to purchase additional Series A Preferred Shares in Wisdom for consideration of $1,000,000, resulting in recovery of contributions of $1,000,000. The exercise of this option by the acquiring counterparties, diluted the Corporation's ownership interest from 7.2% to 6.7% as of March 31, 2025.
During the three months ended March 31, 2025, changes in fair value and foreign exchange adjustments totalling $nil (2024 - $nil) were recognized as an unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 25), resulting in net fair value investment in Wisdom Motor of $1,900,000 (2024 - $4,100,000) as of March 31, 2025.
Investment in Quantron AG
In September 2022, the Corporation invested €5,000,000 ($5,183,000) and acquired a non-controlling 1.9% equity interest in Quantron AG, a global electric vehicle integrator and an emerging specialty OEM to accelerate fuel cell truck adoption. Subsequently in April 2023, the Corporation made a committed additional contribution of €3,000,000 ($3,304,000) to exercise its option to purchase an additional 793 shares, resulting in a non-controlling ownership interest of 3.0% in Quantron AG. In May 2024, the Corporation made a nominal additional contribution of $1,000 to purchase additional shares in order to maintain its non-controlling 3.0% equity interest. During 2024, Quantron AG commenced insolvency proceedings and the Corporation's investment was fully impaired. During 2025, the insolvency proceedings completed and Quantron AG was liquidated.

12

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
10.    Long-term financial investments (cont'd):
Investment in Quantron AG (cont'd)
During the three months ended March 31, 2025, changes in fair value and foreign exchange adjustments totalling $nil (2024 - ($95,000)) were recognized as an unrealized loss in net loss and included in finance income and other (notes 20 and 25), resulting in net fair value investment in Quantron AG of $nil (2024 - $4,305,000) as of March 31, 2025.
Investment in Hydrogen Funds
HyCap Fund I SCSp
In August 2021, the Corporation invested in HyCap Fund I SCSp (“HyCap”), a special limited partnership registered in Luxembourg. During the three months ended March 31, 2025, the Corporation made additional contributions of £138,000 ($179,000) (2024 - £285,000 ($360,000)) for total contributions of £15,893,000 ($20,493,000).
During the three months ended March 31, 2025, changes in fair value and foreign exchange adjustments totalling $798,000 (2024 - ($74,000)) were recognized as unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 25), resulting in net fair value investment in HyCap of $24,964,000 (2024 - $13,087,000) as of March 31, 2025.
Clean H2 Infrastructure Fund
In December 2021, the Corporation invested in Clean H2 Infrastructure Fund I ("Clean H2"), a special limited partnership registered in France. During the three months ended March 31, 2025, the Corporation made additional contributions of $nil (2024 - €1,098,000 ($1,201,000)) for total contributions of €9,663,000 ($10,475,000).
During the three months ended March 31, 2025, changes in fair value and foreign exchange adjustments totalling $828,000 (2024 - ($248,000)) were recognized as an unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 25), resulting in net fair value investment in Clean H2 of $9,871,000 (2024 - $5,028,000) as of March 31, 2025.
Templewater Fund
In February 2024, the Corporation invested in Templewater Decarbonization I, L.P ("Templewater"), a special limited partnership registered in Cayman Islands. During the year ended December 31, 2024, the Corporation made initial contributions of $527,000, on a total commitment of $1,000,000, remainder yet to be paid. During the three months ended March 31, 2025, the Corporation received a return of contribution of ($27,000) (2024 - contribution of $496,000) in the form of an equalization payment.
During the three months ended March 31, 2025, changes in fair value and foreign exchange adjustments totalling $nil (2024 - $nil) were recognized as an unrealized gain (loss) in net loss and included in finance income and other (notes 20 and 25), resulting in net fair value investment in Templewater of $288,000 (2024 - $496,000) as of March 31, 2025.










13

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
11.    Bank facilities:
The Corporation has the following bank facilities available to it.
Letter of Guarantee Facility
The Corporation has a Letter of Guarantee Facility (“LG Facility”), enabling the bank to issue letters of guarantees, standby letters of credit, performance bonds, or similar credits on the Corporation's behalf from time to time up to a maximum of $2,000,000. As at March 31, 2025, €979,000 ($1,058,000) (2024 - €979,000 ($1,058,000)) was outstanding on the LG Facility.
The LG Facility also enables the Corporation to enter into foreign exchange contracts (at face value amounts in excess of the LG Facility). As at March 31, 2025, the Corporation had outstanding foreign exchange currency contracts to purchase a total of CDN $6,500,000 (2024 – CDN $36,500,000) at an average rate of 1.36 CDN per U.S. dollar, resulting in an unrealized gain (loss) of CDN ($248,000) (2024 – CDN ($102,000)) at March 31, 2025. The unrealized gain on forward foreign exchange contracts is presented in prepaid expenses and other current assets on the statement of financial position and the unrealized loss on forward foreign exchange contracts is presented in trade and other payables.
The Corporation also has a Loan Agreement enabling the bank to issue commercial credit cards, standby letters of credit, or similar credits on the Corporation's behalf from time to time up to a maximum of approximately CDN $13,000,000. As at March 31, 2025, no amounts were outstanding under the Loan Agreement.

12.    Trade and other payables:
March 31,December 31,
20252024
Trade accounts payable$21,705 $12,300 
Compensation payable9,610 17,111 
Other liabilities4,539 5,579 
Taxes payable614 647 
$36,468 $35,637 

13.    Deferred revenue:
Deferred revenue (i.e. contract liabilities) represents cash received from customers in excess of revenue recognized on uncompleted contracts.
March 31,December 31,
Deferred revenue20252024
Beginning balance$11,632 $4,588 
Additions to deferred revenue3,321 17,291 
Revenue recognized during the period(937)(10,247)
Ending balance$14,016 $11,632 




14

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
13.        Deferred revenue (cont'd):
March 31,December 31,
20252024
 Current deferred revenue $9,150 $6,643 
 Non-current deferred revenue 4,866 4,989 
Ending balance$14,016 $11,632 

14.    Provisions:
March 31,December 31,
20252024
Restructuring provision$5,193 $8,053 
Warranty provision13,286 12,894 
Onerous contracts provision7,869 9,460 
Current$26,348 $30,407 
Restructuring Provision
During 2024, the Corporation accrued restructuring expenses initially in provisions and other current liabilities, related primarily to a global corporate restructuring initiated in September 2024 consisting of cost reduction measures including a reduction in workforce, a rationalization of products and product development activities, and a reduction or cancellation of certain capital projects. This provision will be adjusted as actual costs are incurred each quarter.
As at March 31, 2025, restructuring costs totalling $5,193,000 (December 31, 2024 - $8,053,000) remain accrued.
Warranty Provision
The Corporation recorded warranty provisions of $890,000 (2024 - $1,284,000), comprised of $890,000 (2024 - $1,284,000) related to new product sales and $nil (2024 - $nil) related to upward warranty adjustments. This was offset by warranty expenditures of $513,000 (2024 - $1,013,000) and downward warranty adjustments of $nil (2024 - $1,828,000), due primarily to contractual expirations and changes in estimated and actual costs to repair. As of March 31, 2025, total warranty provision of $13,286,000 (2024 - $13,418,000) has been accrued in provisions and other current liabilities.
Onerous Contracts Provision
Upon completion of a review of the Corporation's "open" contracts as at March 31, 2025, total onerous contract costs of $7,869,000 (December 31, 2024 - $9,460,000) have been accrued in provisions and other current liabilities.
The Corporation will continue to review open contracts on a quarterly basis to determine if any ongoing or new contracts become onerous, and if any of the underlying conditions or assumptions change which would require an adjustment to the accrued provision.







15

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
15.    Lease liability:
The Corporation leases certain assets under lease agreements. The lease liability consists primarily of leases of land and buildings, office equipment and vehicles. The leases have interest rates ranging from 2.95% to 9.42% per annum and expire between June 2025 and February 2035.
March 31,December 31,
20252024
Property$2,935 $2,805 
Equipment21 28 
Vehicle69 66 
Lease Liability, Current$3,025 $2,899 
Property$20,103 $20,847 
Equipment— 2 
Vehicle134 146 
Lease Liability, Non-Current$20,237 $20,995 
Lease Liability, Total$23,262 $23,894 
During the three months ended March 31, 2025, the Corporation made principal payments on lease liabilities totalling $689,000 (2024 - $987,000). The Corporation is committed to future minimum lease payments (comprising principal and interest) as follows:
Maturity AnalysisMarch 31,
2025
Less than one year$4,780 
Between one and five years14,288 
More than five years13,057 
Total undiscounted lease liabilities$32,125 
Deferred gains on closing of finance lease agreements are amortized over the lease term. As at March 31, 2025, the outstanding deferred gain was $nil (December 31, 2024 – $69,000).

16.    Other non-current liabilities and employee future benefits:
March 31,December 31,
20252024
Other non-current liabilities$2,599 $2,580 
Employee future benefits96 98 
Other non-current liabilities and employee future benefits$2,695 $2,678 
Non-current liabilities: Decommissioning liabilities
A provision for decommissioning liabilities for the Corporation’s head office building is related to estimated site restoration obligations at the end of the lease term. As at March 31, 2025, total decommissioning liabilities amounted to $2,599,000 (December 31, 2024 - $2,580,000), resulting from accretion (dilution) of $19,000 (2024 - ($41,000)).


16

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
17.    Equity:
Three months ended March 31,
Share-based compensation20252024
   Option Expense$115 $450 
   DSU Expense 88 116 
   RSU Expense 1,663 2,234 
Total share-based compensation (per statement of loss and statement of cash flows)$1,866 $2,800 
   RSUs accrued but not yet granted(40)$— 
Total share-based compensation (per statement of equity)$1,826 $2,800 
(a)    Share capital:
As at March 31, 2025, 299,833,234 common shares were issued and outstanding.
(b)    Share options:    
Options for common shares
At December 31, 20243,763,020 
Options cancelled(428,019)
At March 31, 20253,335,001 
During the three months ended March 31, 2025, compensation expense of $115,000 (2024 – $450,000) was recorded in net loss, based on the grant date fair value of the options recognized over the vesting period.
During the three months ended March 31, 2025, nil (2024 – 149,481) options were exercised for an equal amount of common shares for proceeds of $nil (2024 – $294,000).
As at March 31, 2025, options to purchase 3,335,001 common shares were outstanding (2024 - 4,164,309).
(c)    Deferred share units:
DSUs for common shares
At December 31, 2024989,668 
DSUs granted78,615 
At March 31, 20251,068,283 
Deferred share units (“DSUs”) are granted to the board of directors and executives. Eligible directors must elect to receive at least half of their annual retainers and executives may elect to receive all or part of their annual bonuses in DSUs. Each DSU is redeemable for one common share, net of statutory tax withholdings, after the director or executive ceases to provide services to the Corporation.
During the three months ended March 31, 2025, $88,000 (2024 - $116,000) of compensation expense was recorded in net loss relating to 78,615 (2024 - 41,775) DSUs granted during the period.
As at March 31, 2025, 1,068,283 deferred share units were outstanding (2024 - 779,144).





17

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
17.    Equity (cont'd):
(d)    Restricted share units:
RSUs for common shares
At December 31, 20244,592,096 
RSUs granted6,447,052 
RSUs exercised(776,466)
RSUs forfeited(196,240)
At March 31, 202510,066,442 
Restricted share units (“RSUs”) are granted to certain employees and executives. Eligible directors may elect to receive a portion of their annual retainer as RSUs. Each RSU is convertible into one common share, net of statutory tax withholdings. The RSUs vest after a specified number of years from date of issuance and, under certain circumstances, are contingent on achieving specified performance criteria and/or market criteria. A performance factor adjustment is made if there is an over-achievement (or under-achievement) of specified performance criteria, resulting in additional (or fewer) RSUs being converted.
During the three months ended March 31, 2025, compensation expense of $1,663,000 (2024 – $2,234,000) was recorded in net loss.
During the three months ended March 31, 2025, 776,466 RSUs (2024 - 384,140) were exercised, net of applicable taxes, which resulted in the issuance of 395,118 common shares (2024 - 201,448) resulting in an impact on equity of ($488,000) (2024 - ($517,000)).
As at March 31, 2025, 10,066,442 restricted share units were outstanding (2024 - 5,738,672).

18.    Disaggregation of revenue:
The Corporation's operations and main revenue streams are the same as those described in the Corporation's consolidated financial statements as at and for the year ended December 31, 2024. Revenues from the delivery of services, including technology solutions, after sales service and training, are included in each of the respective markets. The Corporation's revenue is derived from contracts with customers.











18

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
18.    Disaggregation of revenue (cont'd):
In the following table, revenue is disaggregated by geographical market (based on location of customer), by market application, and by timing of revenue recognition.
Three months ended March 31,
20252024
Geographical markets
Europe$9,401 $10,965 
North America5,473 2,131 
China189 1,148 
Rest of World326 208 
$15,389 $14,452 
Application
Bus$12,467 $8,868 
Truck310 1,153 
Rail111 342 
Marine2 216 
HD Mobility Subtotal$12,890 $10,579 
Stationary596 3,651 
Emerging Markets and Other1,903 222 
$15,389 $14,452 
Timing of revenue recognition
Products transferred at a point in time$13,087 $11,863 
Products and services transferred over time2,302 2,589 
$15,389 $14,452 

19.    Other operating expense:
Three months ended March 31,
20252024
Net impairment loss (recovery) on trade receivables$(1)$1,670 
Restructuring and related costs228 30 
$227 $1,700 
Impairment loss (recovery) on trade receivables
During the three months ended March 31, 2025, the Corporation recorded a nominal net impairment recovery on trade receivables.
During the three months ended March 31, 2024, the Corporation recorded a net impairment loss of $1,670,000, consisting primarily of receivables no longer deemed collectible. In the event that the Corporation recovers any amounts previously recorded as impairment losses, the recovered amount will be recognized as a reversal of the impairment loss in the period of recovery.





19

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
19.    Other operating expense (cont'd):
Restructuring and related costs
During the three months ended March 31, 2025, total restructuring and related charges of $228,000 relate to additional amounts accrued related to the global corporate restructuring initiated in September 2024 consisting primarily of cost reduction measures including a reduction in workforce, a rationalization of products and product development activities, and a reduction or cancellation of certain capital projects. Restructuring and related charges include personnel change costs.
During the three months ended March 31, 2024, total restructuring and related charges of $30,000 consist primarily of certain cost cutting measures and related personnel change costs.

20.    Finance income (expense):
Three months ended March 31,
20252024
Employee future benefit plan expense$(10)$(1)
Investment income6,635 10,304 
Mark-to-market gain (loss) on financial assets (notes 10 & 25)4,446 (6,302)
Foreign exchange gain (loss)250 (1,292)
Government recoveries (levies)180 — 
Finance income and other$11,501 $2,709 
Finance expense$(506)$(431)

21.    Related party transactions:
Related parties include shareholders with a significant ownership interest in the Corporation, including its subsidiaries and affiliates, and the Corporation’s equity accounted investee, Weichai Ballard JV (note 9).
For the three months ended March 31, 2025, related party transactions and balances with the Corporation's 49% owned equity accounted investee, Weichai Ballard JV, were as follows:
March 31,December 31,
Balances with related party - Weichai Ballard JV20252024
Trade and other receivables$2,447 $3,447 
Investments7,465 8,238 
Deferred revenue1,831 1,831 
Three months ended March 31,
Transactions during the period with Weichai Ballard JV20252024
Revenues$184 $1,007 
Cost of goods sold and operating expense 91 939 




20

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
22.    Discontinued operations:
During the year ended December 31, 2023, the Corporation completed a restructuring of operations at Ballard Motive Solutions and effectively closed the operation. As such, the historic operating results of the Ballard Motive Solutions business for 2024 have been removed from continuing operating results and are instead presented separately in the consolidated statements of loss and comprehensive loss as loss from discontinued operations. The Corporation has commenced the process to formally dissolve Ballard Motive Solutions.
Net loss from discontinued operations for the three months ended March 31, 2025 and 2024 were as follows:
Three months ended March 31,
20252024
Product and service revenues$— $— 
Cost of product and service revenues— — 
Gross margin— — 
Total operating expenses— (234)
Finance income and other— 8 
Net loss from discontinued operations$— $(226)
Net cash flows from discontinued operations for the three months ended March 31, 2025 and 2024 were as follows:
Three months ended March 31,
20252024
Cash used in operating activities$— $(720)
Cash used in discontinued operations$— $(720)

23.    Supplemental disclosure of cash flow information:
Three months ended March 31,
Non-cash financing and investing activities:20252024
Compensatory shares$1,821 $1,494 

24.    Operating segments:
The Corporation operates in a single operating segment, Fuel Cell Products and Services, which consists of the design, development, manufacture, sale and service of PEM fuel cell products for a variety of applications, focusing on power products for bus, truck, rail, marine, stationary and emerging market (material handling, off-road and other) applications. The delivery of services, including technology solutions, after sales service and training, are included in each of the respective markets.








21

BALLARD POWER SYSTEMS INC.
Notes to Condensed Consolidated Interim Financial Statements
Three months ended March 31, 2025 and 2024
Unaudited
(Tabular amounts expressed in thousands of U.S. dollars, except number of shares)
25.    Financial Instruments:
(a)    Fair value:
The Corporation’s financial instruments consist of cash and cash equivalents, short-term investments, trade and other receivables, long-term financial investments, and trade and other payables. The fair values of cash and cash equivalents, short-term investments, trade and other receivables, and trade and other payables approximate their carrying values because of the short-term nature of these instruments.
Long-term financial investments (note 10) comprise investment in hydrogen infrastructure and growth equity funds: HyCap Fund, Clean H2 Fund, investment in a decarbonization and climate technology fund: Templewater, and an investment in Forsee Power, Wisdom Motor and Quantron AG. Changes in fair value and foreign exchange adjustments are recognized as gains or losses in net loss and included in finance income and other (note 20). During the three months ended March 31, 2025, the Corporation recognized net mark to market and foreign exchange gains (losses) of $4,446,000 (2024 - ($6,302,000)).
Three months endedYear ended
Increase (decrease) in fair value due to MTM and foreign exchangeMarch 31, 2025December 31, 2024
Long-term investment - Forsee Power$2,820 $(12,699)
Long-term investment - Wisdom Motor— (2,200)
Long-term investment - Quantron AG— (4,401)
Long-term investment - HyCap Fund798 5,084 
Long-term investment - Clean H2 Fund828 (360)
Long-term investment - Templewater Fund— (212)
Increase (decrease) in fair value of investments$4,446 $(14,788)
(b)    Credit risk:
IFRS 9 Financial Instruments requires impairment losses to be recognized based on “expected losses” that will occur in the future, incorporating forward looking information relating to defaults and applies a single ECL impairment model that applies to all financial assets within scope. ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Corporation in accordance with the contract and the cash flows that the Corporation expects to receive). Under IFRS 9, at each reporting date the Corporation is required to assess whether financial assets carried at amortized cost are credit-impaired.
As a result of this review for the three months ended March 31, 2025, the Corporation did not recognize any additional estimated ECL impairment losses, excluding specific impairment losses (note 19). At March 31, 2025, the total amount accrued was $500,000.

22

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements about expected events and the financial and operating performance of Ballard Power Systems Inc. (“Ballard”, “the Company”, “we”, “us” or “our”). Forward-looking statements include any statements that do not refer to historical facts. Forward-looking statements are based on the beliefs of management and reflect our current expectations as contemplated under the safe harbor provisions of Section 21E of the United States Securities Exchange Act of 1934, as amended. Words such as "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may", "should", "will", the negatives of these words or other variations thereof and comparable terminology are intended to identify forward-looking statements. Such statements include, but are not limited to, statements with respect to our objectives, goals, liquidity, sources and uses of capital, outlook, strategy, order backlog, order book of expected deliveries, sales pipeline and future product sales; future product roadmap, including expected product costs and selling prices, future product sales; future production capacities and volumes; the markets for our products; expenses and costs; contributions and cash requirements to and from joint venture operations; research, technology and product development activities, including future product performance, attributes, and launches and product cost reduction plans; as well as statements with respect to our beliefs, plans, objectives, expectations, anticipations, estimates and intentions, including regarding our ability to implement, execute, complete or realize benefits of our restructuring initiatives on the timelines we expect, including our expectations with response to our expected restructuring changes, cost savings and the reduction of our planned capital expenditure. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. In particular, these forward-looking statements are based on certain factors and assumptions relating to our expectations with respect to hydrogen and fuel cell market development; certain factors and assumptions relating to our existing customer and partner relationships; the generation of new sales; producing, delivering, and selling the expected product and service volumes at the expected prices and costs; and controlling our costs. They are also based on a variety of general factors and assumptions including, but not limited to, our expectations regarding technology and product development efforts; manufacturing capacity and cost; product and service pricing; market demand; and the availability and prices of raw materials, labour, and supplies. These assumptions have been derived from information available to the Company including information obtained by the Company from third parties. These assumptions may prove to be incorrect in whole or in part. In addition, actual results may differ materially from those expressed, implied, or forecasted in such forward-looking statements. Factors that could cause our actual results or outcomes to differ materially from the results expressed, implied or forecasted in such forward-looking statements include, but are not limited to: challenges or delays in our technology and product development activities; changes in the availability or price of raw materials, labour, supplies and shipping; our ability to attract and retain business partners, suppliers, employees and customers; our ability to extract value from joint venture operations; global economic trends and geopolitical risks, including changes in economic growth, rates of investment, inflation, interest rates or currency fluctuations in our key markets, including magnitude of the rate of change of the Canadian dollar versus the U.S. dollar; geopolitical risk or an escalation of trade tensions such as those between the U.S. and China and the U.S. and Canada; the rate of commercial adoption of our markets, products or related ecosystem, including the availability and cost of hydrogen; investment in hydrogen fueling infrastructure and competitive pricing of hydrogen fuel; the relative strength of the value proposition that we offer our customers with our products or services; changes in competitive technologies, including internal combustion engine, battery and fuel cell technologies; changes in our customers’ requirements, the competitive environment and/or related market conditions; product safety, liability or warranty issues; warranty claims, product performance guarantees, or indemnification claims; changes in product or service pricing or cost; market developments or customer actions that may affect levels of demand and/or the financial performance of the major industries, regions and customers we serve, such as secular, cyclical and competitive pressures in the bus, truck, rail, marine and stationary sectors; cybersecurity threats; our ability to protect our intellectual property; climate risk; changing government or environmental regulations, including subsidies, credits, incentives or penalties associated with the adoption of clean energy products, including zero or low emission vehicles, hydrogen and fuel cells; our access to funding and our ability to provide the capital required for product development, operations and marketing efforts, working capital requirements, and joint venture capital contributions; changes in U.S. tax laws and tax status related to “passive foreign investment company” designation; potential merger and acquisition activities, including risks related to integration, loss of key personnel and disruptions to operations; changes in U.S. tax laws and tax status related to the Inflation Reduction Act; and the general assumption that none of the risks identified in the Risks and Uncertainties section of this document or in our most recent Annual Information Form will materialize. Readers should not place undue reliance on Ballard's forward-looking statements. The forward-looking statements contained in this document speak only as of the date of this Management Discussion and Analysis (“MD&A”). Except as required by applicable legislation, Ballard does not undertake any obligation to release publicly any updates or revisions to these forward-looking statements to reflect events or circumstances after the date of this MD&A including the occurrence of unanticipated events.
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MANAGEMENT’S DISCUSSION AND ANALYSIS
May 5, 2025
Section Description
1.Introduction
1.1 Preparation of the MD&A
1.2 Disclosure Controls and Procedures and Internal Controls over Financial Reporting
1.3 Risks and Uncertainties
2.    Core Strategy and Business
    2.1 Core Business
    2.2 Strategic Imperatives
3.    2025 Business Outlook
    3.1 2025 Business Outlook
4.    Recent Developments
(Including Contractual Updates)
4.1 Recent Developments (including Contractual updates)
5.    Results of Operations
    5.1 Operating Segments
5.2 Summary of Key Financial Metrics –
Three months ended March 31, 2025
5.3 Operating Expenses and Other Items –
Three months ended March 31, 2025
5.4 Summary of Quarterly Results
6.    Cash Flow, Liquidity and Capital Resources
    6.1 Summary of Cash Flows
    6.2 Cash Provided by (Used by) Operating Activities
    6.3 Cash Provided by (Used by) Investing Activities
    6.4 Cash Provided by (Used by) Financing Activities
    6.5 Liquidity and Capital Resources
7.    Other Financial Matters
7.1 Off Balance Sheet Arrangements and Contractual Obligations
    7.2 Related Party Transactions
    7.3 Outstanding Share and Equity Information
8.    Use of Proceeds
8.1 Reconciliation of Use of Proceeds from Previous Financings
9.    Accounting Matters
    9.1 Overview
9.2 Critical Judgments in Applying Accounting Policies
    9.3 Key Sources of Estimation Uncertainty
    9.4 Recently Adopted Accounting Policy Changes
    9.5 Future Accounting Policy Changes
10.    Supplemental Non-GAAP Measures and
Reconciliations
    10.1 Overview
    10.2 Cash Operating Costs
    10.3 EBITDA and Adjusted EBITDA

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1. INTRODUCTION
1.1 Preparation of the MD&A
This discussion and analysis of financial condition and results of operations of Ballard Power Systems Inc. (“Ballard”, “the Company”, “we”, “us” or “our”) is prepared as of May 5, 2025 and should be read in conjunction with our unaudited condensed consolidated interim financial statements and accompanying notes for the three months ended March 31, 2025 and our audited consolidated financial statements and accompanying notes for the year ended December 31, 2024. The results reported herein are presented in U.S. dollars unless otherwise stated and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Additional information relating to the Company, including our Annual Information Form, is filed with Canadian (www.sedarplus.ca) and U.S. (www.sec.gov) securities regulatory authorities and is also available on our website at www.ballard.com.
1.2 Disclosure Controls and Procedures and Internal Controls over Financial Reporting
Our disclosure controls and procedures are designed to provide reasonable assurance that relevant information is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), on a timely basis so that appropriate decisions can be made regarding public disclosures. We have also designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. During the three months ended March 31, 2025, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Our design of disclosure controls and procedures and internal controls over financial reporting includes controls, policies and procedures covering our subsidiaries including Ballard Power Systems Europe A/S, Ballard Fuel Cell Systems Inc., and Guangzhou Ballard Power Systems Co., Ltd.
1.3 Risks and Uncertainties
An investment in our common shares involves risk. Investors should carefully consider the risks and uncertainties described in our Annual Information Form. The risks and uncertainties described in our Annual Information Form are not the only ones that we face. Additional risks and uncertainties, including those that we do not know about now or that we currently deem immaterial, may also adversely affect our business. For a more complete discussion of the risks and uncertainties which apply to our business and our operating results, please see our Annual Information Form and other filings with Canadian (www.sedarplus.ca) and U.S. (www.sec.gov) securities regulatory authorities. In addition to the risks and uncertainties identified in our Annual Information Form, which remain substantially unchanged in respect of the first quarter ended March 31, 2025, the following risk and uncertainty should be considered:
•Update on International Trade Policies:
Due to the interconnected nature of the global economy, policy changes in one region can have immediate and significant adverse effects on markets worldwide. Amendments to international trade policies – including changes to existing agreements, increased restrictions on free trade, and substantial rises in customs duties and tariffs on goods imported into the regions where our Company operates – can negatively impact our financial condition or results of operations. During early 2025, the United States (“U.S.”) administration announced various intentions to implement, increase, modify
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or suspend tariffs, including some of the tariffs recently imposed. The measures implemented by the current U.S. administration have created an unpredictable trade environment. Such tariffs, together with retaliatory measures, risk increasing our input costs and the prices paid by our customers for our products.
The effect of these potential tariffs on our business and financial condition is influenced by several unknown factors, including the effective date and duration of such tariffs, their scope and nature, the amount imposed, and any retaliatory measures by the target countries. Significant or sustained tariff costs which are not recovered from our customers could have a material adverse effect on our profitability. Additionally, to the extent tariffs erode affordability for our products, customer demand in our markets may decline, prompting a reduction in fuel cell production volumes, which is a material driver of our operations, sales, and profitability. Given these uncertainties, the Company cannot assure that any mitigating actions available to us, such as passing along some or all of the tariff costs to our customers, will be successful.
Any further escalation of trade tensions, additional tariffs, retaliatory measures, or shifts in Canadian or international trade policies could adversely impact our business. The United States-Mexico-Canada Agreement (USMCA) is up for renewal in 2026, and there is no assurance that renegotiated terms will not adversely affect our business. It remains unclear what specific actions the current U.S. administration may take to address trade-related issues, and the U.S. and other governments could impose additional sanctions or export controls that might restrict our ability to conduct business directly or indirectly with certain countries or parties.
Recent tariff and trade measures have also triggered volatility in both stock and bond markets, with market behaviour reflecting increased concern regarding the potential for both inflation and economic recession, which may adversely impact our operations and profitability. Significant or sustained declines in business, including production volumes, could also result in us incurring restructuring charges and/or recording impairment charges, either of which could have a material adverse effect on our profitability. Additionally, current economic conditions and uncertainties are placing incremental stress on the financial health of suppliers in our value chain and ecosystem. Sustained stress on our supply base as a result of these or other conditions could lead to disruptions in our business and material adverse effects on our profitability.
2. CORE BUSINESS AND STRATEGY
2.1 Core Business
At Ballard, our vision is to deliver fuel cell power for a sustainable planet. We are recognized as a world leader in proton exchange membrane (“PEM”) fuel cell power system development and commercialization.
Our principal business is the design, development, manufacture, sale and service of PEM fuel cell products for a variety of applications, focusing on power products for bus, truck, rail, marine, stationary and emerging market (material handling, off-road and other) applications, as well as the delivery of services, including technology solutions, after sales services and training.
A fuel cell is an environmentally clean electrochemical device that combines hydrogen fuel with oxygen (from the air) to produce electricity. The hydrogen fuel can be obtained from natural gas, kerosene, methanol, ammonia, or other hydrocarbon fuels, or from water through electrolysis. Ballard’s PEM fuel
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cell products are typically designed to feature high fuel efficiency, relatively low operating temperature, high durability, low noise and vibration, compact size, quick response to changes in electrical demand, and modular design. Embedded in each Ballard fuel cell product lies a stack of unit cells designed with our proprietary PEM fuel cell technology. This technology includes membrane electrode assemblies, catalysts, plates, and other key components, and draw on intellectual property from our patent portfolio, together with our extensive experience and know-how, in key areas of PEM fuel cell stack design, operation, production processes and systems integration.
We are based in Canada, with head office, research, technology and product development, engineering services, testing, manufacturing and after-sale service facilities in Burnaby, British Columbia. We also have sales and after-sale service facilities in Hobro, Denmark, a module assembly facility in Bend, Oregon, and a sales and logistics office in Guangzhou, Guangdong Province, China.
We have a non-controlling, 49% interest in Weichai Ballard Hy-Energy Technologies Co., Ltd. (“Weichai Ballard JV”), located in Weifang, Shandong Province, China. Weichai Ballard JV’s business is to manufacture certain fuel cell products utilizing Ballard’s liquid cooled fuel cell stack (“LCS”) and LCS-based power modules for bus, commercial truck, and forklift applications with certain exclusive rights in China.
We also have certain non-controlling and non-equity accounted investments including: (i) a 7.3% equity interest in Forsee Power SA (“Forsee Power”), a French public company specializing in the design, development, manufacture, commercialization, and financing of smart battery systems for sustainable electric transport; and (ii) a 6.7% equity interest in Wisdom Group Holdings Ltd. (“Wisdom”), a Cayman Island private holding company with operating subsidiaries whose business includes the design and manufacture of vehicles, including zero emission fuel cell electric buses, trucks, and battery-electric vehicles.
We have also invested in three hydrogen infrastructure, decarbonization and/or growth equity funds: (i) a 12.4% interest in HyCap Fund I SCSP (“HyCap”), a special limited partnership registered in Luxembourg; (ii) a 1.5% interest in Clean H2 Infra Fund (“Clean H2”), a special limited partnership registered in France; and (iii) a 1.88% interest in Templewater Decarbonization I, L.P. (“Templewater”), a limited partnership registered in Cayman Islands.


2.2 Strategic Focus and Context
We strive to build value for our shareholders by developing, manufacturing, selling, and servicing zero-emission, industry-leading PEM fuel cell technology products and services to meet the needs of our customers in target markets. More specifically, our business plan is to leverage our core competencies of PEM fuel cell stack technology and engine development and manufacturing, our investments in advanced manufacturing and production capacity, and our product portfolio by marketing our products and services across select large and attractive addressable market applications and select geographic regions.
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We typically select our target market applications based on use cases where the comparative user value propositions for PEM fuel cells powered by hydrogen are strongest – such as where operators value low emission vehicles that require high utilization, long driving range, heavy payload, fast refueling, and similar user experiences to legacy diesel vehicles – and where the barriers to entry for hydrogen refueling infrastructure are lowest – such as use cases where vehicles typically return to a depot for centralized refueling and don’t require a distributed refueling network. Our current target markets include certain medium- and heavy-duty mobility applications, such as bus, truck, rail, and marine, along with certain off-road mobility and stationary power applications.
We select our target geographic markets based on a variety of factors, including addressable market sizes of the target market applications in the geographic markets, historic deployments and expected market adoption rates for hydrogen and fuel cells, supportive government policies, existing and potential partner, customer, and end user relationships, and competitive dynamics. Our current key target markets are the geographic regions of Europe, North America, and China.
While we recognize addressing multiple market applications and geographic markets in parallel increases our near-term cost structure and investments, we believe offering the same core PEM fuel cell technologies and substantially similar derivative PEM fuel cell products across multiple mobility and power market applications and across select geographic regions will significantly expand and strengthen our long-term business prospects. We believe this model approach will increase volume scaling in our operations, enable lower product and production costs for the benefit of all markets, improve our competitive positioning and market share, enable diversified revenue streams and profit pools, and enhance our returns on investments in our technology, product development, and manufacturing.
There has been a material change in the outlook and sentiment for the hydrogen and fuel cell industry over the past five years. Policies, market outlook and investor sentiment were favorable and supportive in 2020 and 2021, resulting in many companies planning investments in the hydrogen and fuel cell industry. However, over the past few years, there have been significant changes in the industry context resulting from a variety of factors, including: an uncertain macroeconomic outlook; a dynamic geopolitical environment; prolonged policy uncertainty in the U.S., Europe and China; uncertain election cycles in key countries; rising interest rates, inflation and material costs; and various funding challenges. These changes have adversely impacted and delayed hydrogen projects across key global markets. We believe there is a multi-year push-out of the hydrogen and fuel cell industry, including hydrogen project development, the availability of low-cost hydrogen, the availability of hydrogen refueling infrastructure, and the commercial adoption of PEM fuel cell applications.
In addition, over the past few years, there has been a negative change in investor sentiment towards pre-profitability clean energy companies with long-duration investment horizons. In the hydrogen and fuel cell industry, many companies have been struggling with compressed valuations, liquidity issues, and restricted access to capital.
These factors have led to a rationalization across the hydrogen and fuel cell industry, starting in 2023. This rationalization has included numerous corporate restructurings, failures and insolvencies across the
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industry value chain. For example, in 2024, many hydrogen and fuel cell companies throughout the value chain took restructuring actions to reduce their corporate costs and cash burn rate.
At Ballard, we also implemented certain restructuring activities in 2023 and 2024 to moderate our investment intensity and pacing to better align with delayed market adoption.
In 2023, we implemented a modest headcount reduction, rationalized our product portfolio, reduced the number of active product development programs, dropped new corporate development investments, and discontinued certain legacy products and non-core activities, including Ballard Motive Solutions in the U.K. We also suspended a proposed $130 million investment for the localization of a new MEA production facility in China.
In 2024, we observed further indicators of slowing hydrogen and fuel cell policy implementation and market adoption. We also noted a material weakening of the financial position of certain customers, increasing the risk regarding the ability of certain customers to continue with their product development programs and commercialization plans, in turn placing more risk on our sales order book and sales pipeline, as well as on certain of our development programs, trade receivables and inventory investments. We also observed a continued deterioration in the financing environment for certain customers and partners.
As this context represents a significant headwind to our corporate growth plan, we initiated a global corporate restructuring in September 2024 to moderate our investment intensity and pacing to better align with delayed market adoption. We expect our restructuring to reduce total annualized operating costs by more than 30%, with a substantial part of the anticipated reduction in annualized operating costs expected to be realized in 2025. Our restructuring included a sizeable workforce reduction, rationalization and consolidation of certain global operations and facilities, and a reduction in certain planned capital expenditures.
Given continued uncertainties in hydrogen and fuel cell policies, including the impact on hydrogen policies of the recent U.S. federal elections, and the uncertainties relating to the adoption rate and timing for PEM fuel cells in heavy mobility applications, the business case for production capacity expansion investments in the foreseeable future is extremely challenged. Accordingly, we have also repositioned our previously planned Texas gigafactory expansion program, where we expect to defer our final investment decision to 2026 pending market adoption and demand indicators.
With continued policy and other challenges in the China fuel cell market and underperformance of the Weichai Ballard JV, and as part of our global restructuring, we also reduced our corporate cost structure in China and initiated a strategic review of the Weichai Ballard JV. After conducting our strategic review, we have decided not to make any additional significant investments in China, including in the Weichai Ballard JV, for the foreseeable future.
As we look to our long-term strategic plan and cascading capital allocation, we continue to believe hydrogen and PEM fuel cells will play an important long-term role in decarbonizing select heavy mobility and stationary power applications. We believe there are certain use cases where customers will be
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attracted to the differentiated PEM fuel cell value proposition of long range, fast refueling, heavy payload, and zero tailpipe emissions.
However, given ongoing market uncertainties, we expect further industry rationalization, failures, restructurings and consolidation in 2025. We will continue to closely monitor various factors and circumstances that may impact the commercial adoption of our markets and products, including factors related to macroeconomic conditions and outlook, geopolitical context, climate change policies, hydrogen and fuel cell industry growth, capital markets, supply chain development, and customer conditions. We will continue to review our investment plans and cost structure based on these factors. We will also remain focused on our customers and our controllables, including our development of next-generation, low-cost fuel cell products, while maintaining disciplined spending and balance sheet strength for long-term competitiveness and sustainability.
3. 2025 BUSINESS OUTLOOK
3.1    2025 Business Outlook
Consistent with the Company’s past practice, and in view of the early stage of hydrogen fuel cell market development and adoption, we are not providing specific revenue or net income (loss) guidance for 2025. We continue to expect revenue in 2025 to be back-half weighted. While our 2025 outlook continues to include the following operating expense and capital expenditure guidance at this time, we continue to review and consider various options to reduce our operating cost structure and capital spend in our long-term strategic plan, and that review process may result in revisions to our 2025 business outlook at a future date:
•Total Operating Expenses: 2025 outlook range of $100 million to $120 million – We continue to expect total Operating Expenses for fiscal 2025 to be between $100 million and $120 million (including $25.5 million expensed in the first quarter of 2025; compared to $161.3 million in fiscal 2024) as we continue to invest in our business, including investments in research, technology development, continuation engineering, product development, product cost reduction, advanced manufacturing, sales, marketing and customer experience.
•Capital Expenditures: 2025 outlook range of $15 million to $25 million – We continue to expect total Capital Expenditures (being additions to property, plant and equipment and investment in other intangible assets) for fiscal 2025 to be between $15 million and $25 million (including $2.7 million expended in the first quarter of 2025; compared to $27.6 million in fiscal 2024) as we continue to optimize our manufacturing capacity in support of reducing product costs, and continue with our ongoing planned investments in testing, advanced manufacturing, and production.
Our expectations for 2025 are in part supported by our 12-month Order Book of approximately $92.4 million which is derived from our Order Backlog of approximately $158.0 million as of March 31, 2025. Our Order Backlog represents the estimated aggregate value of orders at a given time for which customers have made contractual commitments. Our 12-month Order Book represents the aggregate expected value of that portion of the Order Backlog that the Company expects to deliver in the subsequent 12-month period.
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Our expectations are based on our internal forecast which reflects an assessment of overall business conditions and takes into account actual sales, operating expenses, capital expenditures, and financial results in the first three months of 2025; sales orders received for units and services expected to be delivered in the remainder of 2025; risk adjustments to our sales orderbook and sales pipeline; purchase and cost commitments currently in existence for fiscal 2025; an estimate with respect to the generation of new sales and the timing of deliveries in each of our markets for the balance of 2025; an estimate of purchase and cost commitments to be generated for the balance of 2025; and assumes an average U.S. dollar exchange rate in the low $0.70’s in relation to the Canadian dollar for 2025.
The primary risk factors to our business expectations for 2025 are customer, production, or program delays or cancellations in delivering against existing orders, and delays from forecast in terms of closing and delivering expected sales; adverse macro-economic and political conditions including trade, tariff, and other geopolitical risks; changes in government subsidy and incentive programs; inadequate investment in hydrogen infrastructure and / or excessive hydrogen fuel costs, all of which could negatively impact our customers’ access to capital and the success of their program plans which could adversely impact our business, including potential changes, delays or accelerations in our expected operating and capital equipment requirements; disruptions due to delays of supply of key materials and components from third party suppliers; disruptions as a result of our reliance on a limited number of product customers and certain of those customer’s internal development and commercialization plans and financial liquidity; disruptions as a result of our reliance on a limited number of technology service customers, including Weichai Ballard JV, which are reliant on their internal commercialization plans and budget requirements; disruptions as a result of delays in achieving technology solutions program milestones or receiving payment for such programs; and fluctuations in the Canadian dollar relative to the U.S. dollar, as a significant portion of our operating expense commitments and capital expenditure commitments are priced in Canadian dollars.
In addition to hydrogen and fuel cell commercialization and market adoption risks, certain customers, partners and suppliers are in their early stage of business development, and are subject to significant corporate, product development, and financial risks, including risks on their development programs, commercialization plans, financing plans and liquidity. If customers, partners or suppliers experience any failures or delays in their plans or experience any liquidity or solvency challenges, our business may be materially adversely impacted.
Our Order Backlog and our 12-month Order Book are currently comprised of a relatively limited number of contracts and a relatively limited number of customers. Given the relative immaturity of our industry and customer deployment programs, our Order Backlog and 12-month Order Book are potentially vulnerable to risk of cancellation, deferral or non-performance by our customers for a variety of reasons, including: risks related to continued customer commitment to a fuel cell program; risks related to customer liquidity; credit risks; risks related to changes, reductions or eliminations in government policies, tariffs, subsidies and incentives; risks related to macro-economic and political conditions including trade, public health, and other geopolitical risks; risks related to slower market adoption; risks related to vehicle integration challenges; risks related to the development of effective hydrogen refueling infrastructure; risks related to
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the ability of our products to meet evolving market requirements; and supplier-related risks. Certain of our customer supply agreements are also subject to certain conditions or risks, including achievement of certain product performance milestones, completion of product development programs, or customer cancellation provisions, and it is likely that some future supply agreements will also be subject to similar conditions and risks. There can be no assurance that we will achieve or satisfy such conditions or that customers will not cancel their orders. In addition, our supply agreements may include various pricing structures or reduced pricing tiers based on various factors, including volumes and the timing of deliveries. In setting these reduced pricing tiers, we may assume certain future product cost reductions which are subject to execution risk, including future commodity costs, supply chain costs, and production costs, and we may not be successful in achieving the planned cost reductions. In such circumstances, these agreements may become future onerous contracts if our gross margins become negative and the value of carried inventory to support product delivery under such contracts may also be adversely impacted.
Furthermore, potential fluctuations in our financial results make financial forecasting difficult. In addition, due to the early stage of development of the market for hydrogen fuel cell products, it is difficult to accurately predict future revenues, operating expenses, cash flows, or results of operations on a quarterly basis. The Company’s revenues, operating expenses, cash flows, and other operating results can vary significantly from quarter to quarter. As a result, quarter-to-quarter comparisons of revenues, operating expenses, cash flows, and other operating results may not be meaningful; instead, we believe our operating performance should be assessed over a number of quarters and years. It is likely that in one or more future quarters, financial results will fall below the expectations of securities analysts and investors and the trading price of the Company's shares may be materially and adversely affected.
4.RECENT DEVELOPMENTS (Including Contractual Updates)
Ballard announces restructuring to lower total operating expenses by more than 30% to align with delayed market adoption, while maintaining long-term competitiveness and balance sheet strength
On September 12, 2024, we announced a global corporate restructuring to reduce corporate spending and to maintain balance sheet strength amid a slowdown in hydrogen infrastructure development and delayed fuel cell adoption. Our restructuring measures impacted our global operations, and are expected to yield anticipated annualized total operating expense savings in excess of 30%, with a substantial part of the annualized savings being realized in 2025.
The reduction measures included a reduction in workforce, a rationalization of product development programs, operational consolidation, and reduction in capital expenditures. Cost reduction measures are not expected to impact product delivery and program execution required to fulfill customer commitments.
Ballard announces fuel cell engine order totaling approximately 5 MW for bus market
On March 4, 2025, we announced a multi-year supply agreement from Manufacturing Commercial Vehicles (‘MCV’), a leading commercial vehicle manufacturer based in Egypt, for fuel cell engines totaling approximately 5 MW.
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The supply agreement for 50 FCmove®-HD+ engines, and initial order of 35 units, represents the continued growth of the relationship with MCV which started in 2022 with fuel cell engine integration support and the first fuel cell engine order placed in 2023. Deliveries of the 50 engines are expected between 2025 and 2026 and will initially support projects in the EU.

Weichai Power Co., Ltd. and Weichai Ballard Hy-Energy Technologies Co., Ltd.
On November 13, 2018, we announced the closing of a strategic collaboration transaction with Weichai. Ballard’s strategic collaboration with Weichai included:
•Equity Investment – an equity investment in Ballard made by Weichai representing a 19.9% interest in the Company at that time. Weichai currently holds an approximate 15.4% interest in Ballard.
Ballard entered into an investor rights agreement with Weichai under which: (a) so long as Weichai directly or indirectly holds at least 10% of Ballard’s outstanding shares, it has an anti-dilution right entitling it to maintain its percentage ownership in Ballard by subscribing for Common Shares from treasury at the same price as Ballard distributes Common Shares to other investors (to date, Weichai’s anti-dilution rights with respect to all previous offerings of the Company have expired unexercised); (b) for so long as Weichai directly or indirectly holds at least 15% of Ballard’s outstanding Common Shares, it has the right to nominate two directors to Ballard’s board of directors; and (c) if there is a third-party offer to buy Ballard, Weichai has the right to make a superior proposal or otherwise it must vote its Common Shares in accordance with the recommendation of Ballard’s board of directors.
•China Joint Venture and Technology Transfer Agreement – Weichai and Ballard established a joint venture company in Shandong Province in 2018 to support China’s Fuel Cell Electric Vehicle market, with Weichai holding a controlling ownership interest of 51% and Ballard holding a 49% ownership position. Weichai holds three of five Weichai Ballard JV board seats and Ballard holds two, with Ballard having certain shareholder protection provisions.
Weichai Ballard JV develops and manufactures fuel cell modules and components including Ballard’s LCS bi-polar plates, fuel cell stacks and FCgen®-LCS-based power modules for bus, commercial truck, and forklift applications with exclusive rights (subject to certain conditions) in China and is to pay Ballard a total of $90 million under a program to develop and transfer technology to Weichai Ballard JV in order to enable these manufacturing activities. Revenue earned from the $90 million Weichai Ballard JV technology transfer agreement ($nil million in the first quarter of 2025; $nil million in the fiscal 2024; $4.9 million in fiscal 2023; $6.0 million in fiscal 2022; $18.2 million in fiscal 2021; $21.2 million in fiscal 2020; $22.5 million in fiscal 2019; $1.2 million in fiscal 2018) is recorded primarily as technology solutions revenues in our Heavy-Duty Mobility Truck market. During 2018, we received an initial $9.0 million program prepayment from Weichai Ballard JV with additional amounts to be paid as program milestones are successfully completed. We retain an exclusive right to the
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developed technologies outside China, subject to certain restrictions on sublicensing outside China. The Weichai Ballard JV will also purchase MEAs for FCgen®-LCS fuel cell stacks exclusively from Ballard under a long-term supply agreement.
•Fuel Cell Sales – In 2019, we announced the receipt of a purchase order from Weichai Ballard JV for the delivery of MEAs valued at approximately $19 million under a long-term MEA supply agreement. Revenue earned from this agreement ($0.2 million in the first quarter of 2025; $nil million in the first quarter of 2024; $0.1 million in fiscal 2024; $2.1 million in fiscal 2023) is recorded as product revenue in our Heavy-Duty Mobility Truck market. As of March 31, 2025, an additional $4.8 million of revenue associated with shipments on this order to Weichai Ballard JV remain unrecognized until these products are ultimately sold by Weichai Ballard JV.
The Weichai Ballard JV operation, located in Weifang, Shandong Province, China, has commenced production activities of LCS bi-polar plates, LCS fuel cell stacks and LCS-based modules to power bus and truck FCEVs for the China market.
As a result of continued policy and other challenges in the China fuel cell market and underperformance of the Weichai Ballard JV to date, we initiated a strategic review of our China strategy in 2024 with consideration of all strategic options, including related to the Weichai Ballard JV. As a result of this review, we have decided to halt any additional investments in China including in the Weichai Ballard JV.
5.     RESULTS OF OPERATIONS
5.1     Operating Segments
We report our results in the single operating segment of Fuel Cell Products and Services. Our Fuel Cell Products and Services segment consists of the sale of PEM fuel cell products and services for a variety of applications, including Heavy-Duty Mobility (consisting of bus, truck, rail, and marine applications), Stationary Power, and Emerging and Other Markets (consisting of material handling, off-road, and other applications). Revenues from the delivery of Services, including technology solutions, after sales services and training, are included in each of the respective markets.




5.2     Summary of Key Financial Metrics – Three Months Ended March 31, 2025
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Revenue and Gross Margin
(Expressed in thousands of U.S. dollars)Three months ended March 31,
    2025
    2024
    $ Change
    % Change
Heavy-Duty Mobility $12,890$10,579$2,311
    22%
Bus 12,4678,8683,599
    41%
Truck
    310
1,153(843)
    (73%)
Rail
    111
342(231)
    (68%)
Marine
    2
216(214)
    (99%)
Stationary
    596
3,651(3,055)
    (84%)
Emerging and Other1,9032221,681
    757%
  Revenues$15,389$14,452$937
    6%




Europe$9,401$10,965$(1,564)
    (14%)
North America5,4732,1313,342
    157%
China
    189
1,148(959)
    (84%)
Rest of World
    326
208118
                     57%
  Revenues15,38914,452937
     6%
Cost of goods sold18,99719,867(870)
                     (4%)
Gross Margin$(3,608)$(5,415)$1,807
                     33%
Gross Margin %
    (23%)
(37%)
    n/a
    14 pts
Fuel Cell Products and Services Revenues of $15.4 million for the first quarter of 2025 increased 6%, or $0.9 million, compared to the first quarter of 2024. The 6% increase was driven by higher Heavy-Duty Mobility and Emerging and Other market revenues, partially offset by lower Stationary market revenues. Revenue increases in North America and Rest of World were partially offset by lower revenues in Europe and China.
Heavy-Duty Mobility revenues of $12.9 million in the first quarter of 2025 increased $2.3 million, or 22%, due to higher sales of bus fuel cell products, partially offset by lower sales in the rail, truck and marine sub-markets. Heavy-Duty Mobility revenues on a quarter-to-quarter basis are impacted by product mix due to varying customer requirements and various fuel cell products, including numerous power configurations required by our customers (and the resulting impact on selling price) of our fuel cell modules, fuel cell stacks, MEAs, and related component and parts kits. Heavy-Duty Mobility revenues of $12.9 million in the first quarter of 2025 includes service revenues of $nil million earned on the Weichai Ballard JV technology transfer program; $0.2 million from Weichai Ballard JV for the supply of a mix of certain fuel cell products and components; and $12.7 million from a variety of customers in Europe, North America, China, and the rest of the world, primarily for shipments of FCmove™-HD, FCmove™-HD+, FCmove™-XD, and FCwave™fuel cell modules and related components for their respective bus, truck, rail and marine programs.
Heavy-Duty Mobility revenues of $10.6 million in the first quarter of 2024 includes service revenues of $nil million earned on the Weichai Ballard JV technology transfer program; $1.0 million from Weichai Ballard JV for the supply of a mix of certain fuel cell products and components; and $9.6 million from a variety of customers in Europe, North America, China, and the rest of the world, primarily for shipments of
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FCwave™, FCmove™-HD+, FCmove™-HD FCmove™-XD, and FCveloCity®-HD7 fuel cell modules and related components for their respective bus, truck, rail and marine programs.
Stationary revenues of $0.6 million in the first quarter of 2025 decreased ($3.1) million, or (84%), due to lower sales of stationary power generation fuel cell modules, stacks, products and services primarily in Europe and North America. Stationary revenues also include technology solutions program revenues from a variety of customer programs for stationary applications.
Emerging and Other market revenues of $1.9 million in the first quarter of 2025 increased $1.7 million, or 757%, due primarily to higher sales of fuel cell modules for material handling and miscellaneous applications.
Fuel Cell Products and Services gross margins were ($3.6) million, or (23%) of revenues, for the first quarter of 2025, compared to ($5.4) million, or (37%) of revenues, for the first quarter of 2024. The improvement in gross margin loss in 2025 as compared to 2024 is due primarily to lower manufacturing overhead costs as a result of the global corporate restructuring initiated in September 2024 which included a reduction in workforce and certain operational consolidation. The overall negative gross margin in 2025 and 2024 was driven primarily by the impacts of relatively low revenue scaling and manufacturing cost absorption and by a shift to lower overall product margin and service revenue mix including the impacts of pricing strategy, declines of higher margin engineering services revenues, and increases in product component supply costs.
Gross margin in the first quarter of 2025 was also positively impacted by net decreases in onerous contract provisions and inventory impairment provision adjustments of $1.5 million. Gross margin in the first quarter of 2024 was negatively impacted by net increases in onerous contract and inventory impairment provision adjustments of ($1.5) million; and positively impacted by net warranty adjustments of $1.8 million.
Operating Expenses and Cash Operating Costs
(Expressed in thousands of U.S. dollars)
Three months ended March 31,
    2025
        2024
        $ Change
        % Change
Research and Product Development$18,105$25,308$(7,203)
    (28%)
General and Administrative4,6656,869(2,204)
     (32%)
Sales and Marketing2,4553,183(728)
    (23%)
Operating Expenses$25,225$35,360$(10,135)
    (29%)




Research and Product Development (cash operating cost)$16,671$22,108$(5,437)
         (25%)
General and Administrative (cash operating cost)4,3024,922(620)
     (13%)
Sales and Marketing (cash operating cost)2,2402,809(569)
     (20%)
Cash Operating Costs$23,213$29,839$(6,626)
          (22%)
Cash Operating Costs and its components of Research and Product Development (cash operating cost), General and Administrative (cash operating cost), and Sales and Marketing (cash operating cost) are non-GAAP measures. We use certain Non-GAAP measures to assist in assessing our financial performance. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. See the reconciliation of Cash Operating Costs to GAAP in the Supplemental Non-GAAP Measures and Reconciliations section and the reconciliation of Research and Product Development (cash operating cost), General and Administrative (cash operating cost), and Sales and Marketing (cash operating cost) to GAAP in the Operating Expense section. Cash Operating Costs adjusts operating expenses for stock-based compensation expense, depreciation and amortization, impairment losses on trade receivables, restructuring charges, the impact of unrealized gains or losses on foreign exchange contracts, acquisition related costs, and financing charges.
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Total Operating Expenses (excluding Other operating expenses) for the first quarter of 2025 were $25.2 million, a decrease of ($10.1) million, or (29%), compared to the first quarter of 2024. The (29%) decrease was driven by lower research and product development expenses of ($7.2) million, lower general and administrative expenses of ($2.2) million, and lower sales and marketing expenses of ($0.7) million.
Cash Operating Costs (see Supplemental Non-GAAP Measures and Reconciliations) for the first quarter of 2025 were $23.2 million, a decrease of ($6.6) million, or (22%), compared to the first quarter of 2024. The (22%) decrease was driven by lower research and product development cash operating costs of ($5.4) million, lower general and administrative cash operating costs of ($0.6) million, and lower sales and marketing cash operating costs of ($0.6) million.
The ($6.6) million, or (22%), decrease in cash operating costs in the first quarter of 2025 was driven primarily by the impacts of a global corporate restructuring initiated in September 2024 which included a reduction in workforce, a rationalization in product development programs, and operational consolidation. These cost savings were partially offset by the impact of inflationary wage pressures in 2025.
Adjusted EBITDA
(Expressed in thousands of U.S. dollars)
    Three months ended March 31,
    2025
        2024
        $ Change
        % Change
Adjusted EBITDA
$    (27,533)
$    (36,642)
$    9,109
    25%
    EBITDA and Adjusted EBITDA are non-GAAP measures. We use certain Non-GAAP measures to assist in assessing our financial performance. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. See reconciliation of Adjusted EBITDA to GAAP in the Supplemental Non-GAAP Measures and Reconciliations section. Adjusted EBITDA adjusts EBITDA for stock-based compensation expense, transactional gains and losses, acquisition related costs, finance and other income, recovery on settlement of contingent consideration, asset impairment charges, and the impact of unrealized gains and losses on foreign exchange contracts.
Adjusted EBITDA (see Supplemental Non-GAAP Measures and Reconciliations) for the first quarter of 2025 was ($27.5) million, compared to ($36.6) million for the first quarter of 2024. The decrease in Adjusted EBITDA loss of $9.1 million was driven primarily by the decrease in gross margin loss of $1.8 million, lower Cash Operating Costs of $6.6 million, and lower impairment losses on trade receivables of $1.7 million. These improvements were partially offset by higher restructuring and related expenses of ($0.2) million.
Net Loss from Continuing Operations
(Expressed in thousands of U.S. dollars)
    Three months ended March 31,
    2025
        2024
        $ Change
        % Change
Net loss from Continuing Operations
$    (21,036)
$    (41,066)
$    20,030
    49%
Net loss from continuing operations for the first quarter of 2025 was ($21.0) million, or ($0.07) per share, compared to a net loss from continuing operations of ($41.0) million, or ($0.14) per share, in the first quarter of 2024. The $20.0 million decrease in net loss in the first quarter of 2025 was driven primarily by the decrease in Adjusted EBITDA loss of $9.1 million, higher finance and other income of $8.8 million, lower depreciation and amortization expense of $2.5 million, lower stock-based compensation expense of $0.9 million, and lower losses on forward foreign exchange contracts of $0.9 million. These improvements were partially offset by increased impairment charges on property, plant and equipment and intangible assets of ($2.2) million.
The $8.8 million increase in finance and other income in 2025, as compared to 2024, was due to higher positive mark to market impacts totaling $10.7 million on our long-term investments including Forsee
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Power, Wisdom, Quantron, HyCap, Clean H2 and Templewater, higher foreign exchange gains on net monetary assets of $1.5 million, partially offset by lower investment income of ($3.7) million.
In addition, operating margins, and costs in the first quarter of 2025 were impacted by the positive impact of a weaker Canadian dollar, relative to the U.S. dollar, as compared to the first quarter of 2024. As a significant amount of our net operating costs (primarily labour) are denominated in Canadian dollars, gross margin, operating expenses, Adjusted EBITDA, and net loss are impacted by changes in the Canadian dollar relative to the U.S. dollar. As the Canadian dollar relative to the U.S. dollar was approximately (6%), or (450) basis points, lower in the first quarter of 2025 as compared to the first quarter of 2024, positive foreign exchange impacts on our Canadian operating margins and cost base were approximately $1.1 million. A $0.01 decrease in the Canadian dollar, relative to the U.S. dollar, positively impacts annual operating margins and costs by approximately $1.0 million.
Net Loss from Discontinued Operations
Net loss from discontinued operations for the first quarter of 2024 was ($0.2) million, or ($0.00) per share. During the fourth quarter of 2023, we completed a restructuring of operations at Ballard Motive Solutions in the U.K. and effectively closed the operation. As such, the historic operating results of the Ballard Motive Solutions business have been removed from continuing operating results and are instead presented separately in the statement of comprehensive income (loss) as loss from discontinued operations.
5.3     Operating Expenses and Other Items – Three Months ended March 31, 2025
Research and product development expenses
(Expressed in thousands of U.S. dollars)
    Three months ended March 31,
Research and product development
    2025
        2024
        $ Change
        % Change
Research and product development expense
$18,105$25,308$(7,203)
     (28%)
Less: Depreciation and amortization expense$(445)$(1,805)$1,360
         75%
Less: Stock-based compensation expense$(989)$(1,395)$406
        29%
Research and Product Development (cash operating cost)$16,671$22,108$(5,437)
     (25%)
Research and Product Development (cash operating cost) is a non-GAAP measure. We use certain Non-GAAP measures to assist in assessing our financial performance. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Research and Product Development (cash operating cost) adjusts Research and product development expense for depreciation and amortization expense and stock-based compensation expense. See the reconciliation of the adjustments to Research and product development expense in the table above.
Research and product development expenses for the three months ended March 31, 2025, were $18.1 million, a decrease of ($7.2) million, or (28%), compared to the corresponding period of 2024. Excluding depreciation and amortization expense and stock-based compensation expense, research, and product development cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) were $16.7 million in the first quarter of 2025, a decrease of ($5.4) million, or (25%), compared to the first quarter of 2024.
The ($5.4) million, or (25%) decrease in research and development cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) in the first quarter of 2025, as compared to the first quarter of 2024, was driven primarily by the impacts of a global corporate restructuring initiated in September 2024 which included a reduction in workforce, a rationalization in product development programs, and operational consolidation. These cost savings were partially offset by the impact of inflationary wage pressures in 2025. Expenses in 2025 include expenditures on technology and product development activities including the design and development of next generation fuel cell stacks and
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engines for bus, truck, rail, marine and stationary applications, and continuation engineering investment in our existing fuel cell products, including activities related to product cost reduction.
Program investment includes expenditures related to our FCmove™-HD+ and FCmove XD fuel cell modules (our recently released 9th generation fuel cell engine) designed for buses and medium and heavy-duty trucks, our FCgen®-HPS High-Power Density Fuel Cell Stack for light-medium-and heavy-duty vehicles, our FCwave™ Fuel Cell Module for high power applications, and on the ongoing improvement of all of our fuel cell products including our high performance fuel cell module, the FCmove™-HD, and our high performance liquid-cooled fuel cell stack, the FCgen®-LCS.
Depreciation and amortization expense (recovery) included in research and product development expense for the three months ended March 31, 2025 was $0.4 million, compared to $1.8 million for the corresponding period of 2024. Depreciation and amortization expense relate primarily to depreciation expense on our investment in research and product development facilities and equipment. The decrease in 2025 was due primarily to the impairment of certain research and product development equipment in 2024.
Stock-based compensation expense included in research and product development expense for the three months ended March 31, 2025 was $1.0 million, compared to $1.4 million for the corresponding period of 2024. The decrease in 2025 was due primarily to certain equity awards no longer expected to meet their performance vesting criteria.
General and administrative expenses
(Expressed in thousands of U.S. dollars)
    Three months ended March 31,
General and administrative
    2025
2024
        $ Change
        % Change
General and administrative expense
$4,665$6,869$(2,204)
        (32%)
Less: Depreciation and amortization expense$(138)$(430)$292
     68%
Less: Stock-based compensation expense$(662)$(1,032)$370
        36%
Add: Impact of unrealized gains (losses) on foreign exchange contracts$437$(485)$922
         190%
General and Administrative (cash operating cost)$4,302$4,922$(620)
        (13%)
General and Administrative (cash operating cost) is a non-GAAP measure. We use certain Non-GAAP measures to assist in assessing our financial performance. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. General and Administrative (cash operating cost) adjusts General and administrative expense for depreciation and amortization expense, stock-based compensation expense and the impact of unrealized gains or losses on foreign exchange contracts. See the reconciliation of the adjustments to General and administrative expense in the table above.
General and administrative expenses for the three months ended March 31, 2025 were $4.7 million, a decrease of ($2.2) million, or (32%) compared to the corresponding period of 2024. Excluding depreciation and amortization expense, stock-based compensation expense, and the impact of unrealized gains (losses) on foreign exchange contracts, general and administrative cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) were $4.3 million in the first quarter of 2025, a decrease of ($0.6) million, or (13%), compared to the first quarter of 2024.
The ($0.6) million, or (13%), decrease in general and administrative cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) in the first quarter of 2025, as compared to the first quarter of 2024, was due primarily to the impacts of a global corporate restructuring initiated in September 2024 which included a reduction in workforce, partially offset by the impact of inflationary wage pressures and higher software license costs.
Depreciation and amortization expense included in general and administrative expense for the three months March 31, 2025 was $0.1 million, compared to $0.4 million for the corresponding period of 2024. Depreciation and amortization expense relate primarily to our office and information technology intangible assets including our ERP system.
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Stock-based compensation expense included in general and administrative expense (recovery) for the three months ended March 31, 2025 was $0.7 million, compared to $1.0 million for the corresponding period of 2024. The decrease in 2025 was due primarily to certain equity awards no longer expected to meet their performance vesting criteria.
The impact of unrealized (gains) losses on foreign exchange contracts included in general and administrative expense for the three months ended March 31, 2025, was ($0.4) million, compared to $0.5 million for the corresponding period of 2024. We use forward foreign exchange contracts to help manage our exposure to currency rate fluctuations. We record these contracts at their fair value as of the balance sheet date as either assets or liabilities with any changes in fair value in the period recorded in profit or loss (general and administrative expense) as these contracts are not designated or qualified under hedge accounting criteria.

Sales and marketing expenses
(Expressed in thousands of U.S. dollars)
    Three months ended March 31,
Sales and marketing
    2025
2024
        $ Change
        % Change
Sales and marketing expense
$2,455$3,183$(728)
     (23%)
Less: Depreciation and amortization expense$—$(1)$1
         100%
Less: Stock-based compensation expense$(215)$(373)$158
     42%
Sales and Marketing (cash operating cost)$2,240$2,809$(569)
     (20%)
Sales and Marketing (cash operating cost) is a non-GAAP measure. We use certain Non-GAAP measures to assist in assessing our financial performance. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Sales and Marketing (cash operating cost) adjusts Sales and marketing expense for depreciation and amortization expense and stock-based compensation expense. See the reconciliation of the adjustments to Sales and marketing expense in the table above.
Sales and marketing expenses for the three months ended March 31, 2025 were $2.5 million, a decrease of ($0.7) million, or (23%), compared to the corresponding period of 2024. Excluding stock-based compensation expense, sales and marketing cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) was $2.2 million in the first quarter of 2025, a decrease of ($0.6) million, or (20%), compared to the first quarter of 2024.
The ($0.6) million, or (20%), decrease in sales and marketing cash operating costs (see Supplemental Non-GAAP Measures and Reconciliations) in the first quarter of 2025, as compared to the first quarter of 2024, was due primarily to the impacts of a global corporate restructuring initiated in September 2024 which included a reduction in workforce, partially offset by the impact of inflationary wage pressures.
Stock-based compensation expense included in sales and marketing expense for the three months ended March 31, 2025 was $0.2 million, compared to $0.4 million for the corresponding period of 2024. The decrease in 2025 was due primarily to certain equity awards no longer expected to meet their performance vesting criteria.
Other operating expenses for the three months ended March 31, 2024 was $0.2 million, compared to $1.7 million for the corresponding period of 2024. The following table provides a breakdown of other operating expense for the reported periods:
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(Expressed in thousands of U.S. dollars)
Three months ended March 31,
    2025
2024
    $ Change
    % Change
Impairment loss (recovery) on trade receivables$(1)$1,670$(1,671)
       (100%)
Restructuring and related costs (recovery)22830198
     660%
Acquisition related costs———
    -
Other expenses (recovery)$227$1,700$(1,473)
    (87%)
Impairment loss (recovery) on trade receivables for the three months ended March 31, 2025 were nominal, compared to $1.7 million for the corresponding period of 2024 and consist primarily of receivables from certain customers in China no longer deemed collectable. If we recover on an impaired trade receivable through legal or other means, the recovered amount is recognized in the period of recovery as a reversal of the impairment loss.
Restructuring and related costs (recovery) for the three months ended March 31, 2025 were $0.2 million, compared to nominal amounts for the corresponding period of 2024, and consist of certain cost cutting measures and related personnel change costs.
Finance income (loss) and other for the three months ended March 31, 2025 was $11.5 million, compared to $2.7 million for the corresponding period of 2024. The following table provides a breakdown of finance and other income (loss) for the reported periods:
(Expressed in thousands of U.S. dollars)
Three months ended March 31,
    2025
2024
    $ Change
    % Change
Employee future benefit plan expense$(10)$(1)$(9)
     (900%)
Investment and other income (loss)6,63510,304(3,669)
    (36%)
Mark to Market gain (loss) on financial assets4,446(6,302)10,748
    171%
Foreign exchange gain (loss)250(1,292)1,542
    119%
Government (levies) recovery180—180
         100%
Finance income (loss) and other$11,501$2,709$8,792
    325%
Employee future benefit plan expense for the three months ended March 31, 2025 and 2024 were nominal and consist primarily of miscellaneous service costs on a curtailed and now terminated defined benefit pension plan for certain former United States employees.
Investment and other income for the three months ended March 31, 2025 were $6.6 million, compared to $10.3 million for the corresponding period of 2024. Amounts were earned on our cash, cash equivalents and short-term investments and have changed proportionately with the relative change in our overall average monthly cash balances and the overall change in the underlying market interest rates during 2025 and 2024.
Mark to market gain (loss) on financial assets for the three months ended March 31, 2025 were $4.4 million, compared to ($6.3) million for the corresponding period of 2024. Mark to market gain (loss) consist primarily of changes in the fair value of our long-term financial investments including Forsee Power, Wisdom, Quantron, Templewater, HyCap and Clean H2. Mark to market gains and losses are also
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impacted by the conversion of these long-term financial assets from their respective European Euro or Great British pound denominated investment to the U.S. dollar.
Foreign exchange gains (losses) for the three months ended March 31, 2025 were $0.3 million, compared to ($1.3) million for the corresponding period of 2024. Foreign exchange gains and losses are attributable primarily to the effect of changes in the value of the Canadian dollar, relative to the U.S. dollar, on our Canadian dollar-denominated net monetary position. Foreign exchange gains and losses are also impacted by the conversion of Ballard Power Systems Europe A/S’ assets and liabilities from the Danish Kroner to the U.S. dollar at exchange rates in effect at each reporting date which are recorded in other comprehensive income (loss).
Government (levies) recovery for the three months ended March 31, 2025 were $0.2 million, compared to $nil million for the corresponding period of 2024. Government levies relate primarily to withholding tax accruals on certain commercial contracts primarily in China.
Finance expense for the three months ended March 31, 2025 was ($0.5) million, compared to ($0.4) million for the corresponding period of 2024. Finance expense represents the interest expense incurred on our right-of-use assets with a lease term of greater than 12-months, including our head office building, manufacturing facility, and related storage facilities in Burnaby, British Columbia, as well as similar right-of-use assets in all of our subsidiaries.
Equity in income (loss) of investment in joint venture and associates for the three months ended March 31, 2025 was ($0.8) million, compared to ($0.8) million for the corresponding period of 2024. Equity in loss of investment in joint venture and associates relates to the pickup of 49% of the net income (loss) of Weichai Ballard JV in China due to our 49% ownership position which is accounted for using the equity method of accounting.
The loss of investment in joint venture and associates in the operations of Weichai Ballard JV includes research and product development expenses in the periods consisting primarily of amounts expended on the ongoing $90 million technology transfer agreement with Ballard as Weichai Ballard JV continues to establish operations. Weichai Ballard JV manufactures Ballard’s next-generation LCS bi-polar plates, fuel cell stacks and LCS-based power modules for bus, commercial truck, and forklift applications with certain exclusive rights in China.
Impairment charges on property, plant and equipment for the three months ended March 31, 2025 was ($2.2) million, compared to nominal amounts for the corresponding period of 2024. Impairment charges in 2025 of ($2.2) million consist of additions in the period to the net impairment allowance against consolidated assets of ($94.0) million as we continue to impair these operating assets to their estimated total residual value of approximately $9.0 million.
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5.4     Summary of Quarterly Results
The following table provides summary financial data for our last eight quarters:
(Expressed in thousands of U.S. dollars, except per share amounts and weighted average shares outstanding which are expressed in thousands)
Quarter ended,

    Mar 31,
     2025
    Dec 31,
     2024
    Sep 30,
     2024
    Jun 30,
     2024
Revenues
$15,389$24,520$14,756$16,003
Net loss from continuing operations
$(21,036)$(46,471)$(204,531)$(31,463)
Net loss from continuing operations per share, basic and diluted
$(0.07)$(0.16)$(0.68)$(0.11)
Weighted average common shares outstanding
        299,518
        299,425
        299,412
        299,392





    Mar 31,
     2024
    Dec 31,
     2023
    Sep 30,
     2023
    Jun 30,
     2023
Revenues
$14,452$46,751$27,060$15,314
Net loss from continuing operations
$(41,066)$(48,889)$(34,721)$(28,213)
Net loss from continuing operations per share, basic and diluted
$(0.14)$(0.16)$(0.12)$(0.09)
Weighted average common shares outstanding
        299,011
        298,826
        298,705
        298,679
Summary of Quarterly Results: There were no significant seasonal variations in our quarterly results. Variations in our net loss for the above periods were affected primarily by the following factors:
•Revenues: Variations in fuel cell product and service revenues reflect the demand and timing of our customers’ fuel cell vehicle, bus, and fuel cell product deployments as well as the demand and timing of their engineering services projects. Variations in fuel cell product and service revenues also reflect the timing of work performed and the achievements of milestones under long-term fixed price contracts.
•Operating expenses: Operating expenses were negatively impacted in the fourth quarter of 2024 by restructuring and related charges of ($0.7) million and negatively impacted by impairment losses on trade receivables of ($3.2) million. Operating expenses were negatively impacted in the third quarter of 2024 by restructuring and related charges of ($16.1) million and negatively impacted by impairment losses on trade receivables of ($7.9) million. Operating expenses also include the impact of changes in the value of the Canadian dollar, versus the U.S. dollar, on our Canadian dollar denominated expenditures.
•Net loss from continuing operations: Net loss from continuing operations is impacted by the above noted impacts on Revenues and Operating expenses. Net loss in the first quarter of 2025, the fourth quarter of 2024, and the third quarter of 2024 was negatively impacted by impairment charges on property, plant and equipment and intangible assets of ($2.2) million, ($5.0) million, and ($106.8) million, respectively. Net loss in the third quarter of 2024 was negatively impacted by impairment charges on goodwill of ($40.3) million. Net loss in the first quarter of 2025, the fourth quarter of 2024, the third quarter of 2024, the second quarter of 2024, the first quarter of 2024, the fourth quarter of 2023, the third quarter of 2023, and the second quarter of 2023, was also impacted by mark to market gains (losses) on financial assets of $4.4 million, ($7.4) million, ($2.7) million, $1.7 million, ($6.3)
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million, ($10.3) million, ($2.5) million, and $0.3 million, respectively, related primarily to our investments in Forsee Power, Wisdom, Quantron, HyCap, Clean H2 and Templewater.
6.CASH FLOWS, LIQUIDITY AND CAPITAL RESOURCES
6.1     Summary of Cash Flows
Cash and cash equivalents were $576.7 million as of March 31, 2025, compared to $603.9 million as of December 31, 2024. The ($27.3) million decrease in cash and cash equivalents in 2025 was driven primarily by net cash operating losses (excluding non-cash items) of ($21.7) million, net working capital outflows of ($2.7) million, purchases of property, plant and equipment and intangible assets of ($2.7) million, long-term financial investments of ($0.2) million consisting of new investments in HyCap, and by finance lease repayments of ($0.7) million.
6.2     Cash Provided by (Used by) Operating Activities
(Expressed in thousands of U.S. dollars)Three months ended March 31,
    2025
2024
    $ Change

Cash Operating Loss$(21,683)$(24,387)$2,704

Change in Working Capital:




     Trade and other receivables3,76815,465(11,697)

     Inventory(8,752)(10,407)1,655

     Prepaid expenses and other current assets1,7913731,418

     Trade and other payables(2,303)(3,069)766

     Deferred revenue2,3843,614(1,230)

     Warranty provision392(1,581)1,973

(2,720)4,395(7,115)

Cash Used by Operating Activities$(24,403)$(19,992)$(4,411)

For the three months ended March 31, 2025, cash used by operating activities was ($24.4) million, compared to ($20.0) million for the three months ended March 31, 2024. The ($4.4) million increase in cash used by operating activities in the first quarter of 2025, as compared to the first quarter of 2024, was driven by the relative increase in working capital requirements of ($7.1) million, partially offset by relative decrease in cash operating losses of $2.7 million.
The relative $2.7 million decrease in cash operating losses in the first quarter of 2025 was driven primarily by the decrease in Adjusted EBITDA loss of $9.1 million and by several items included in cash operating losses but excluded from Adjusted EBITDA loss or vice-versa totaling $6.4 million, including changes in impairment losses on trade receivables, inventory impairment and onerous contracts provision adjustments, restructuring expenses, finance and other income (excluding mark to market fair value changes on investments), and equity investment losses in joint venture and associates.
The total change in working capital of ($2.7) million in the first quarter of 2025 was driven by higher inventory of ($8.8) million primarily to support expected product shipments in 2025, and by lower accounts payable and accrued liabilities of ($2.3) million primarily as a result of the timing of restructuring payments, supplier payments and annual compensation awards. These first quarter of 2025 outflows were partially offset by lower accounts and contract receivables of $3.8 million primarily due to the timing
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of revenues and the related customer collections, higher deferred revenue of $2.4 million as we collected pre-payments on certain product and service contracts in advance of work performed, and lower prepaid expenses of $1.8 million primarily due to the timing of annual insurance renewals.
The total change in working capital of $4.4 million in the first quarter of 2024 was driven by lower accounts and contract receivables of $15.5 million primarily due to the timing of revenues and the related customer collections, and higher deferred revenue of $3.6 million as we collected pre-payments on certain product and service contracts in advance of work performed. These first quarter of 2024 inflows were partially offset by higher inventory of ($10.4) million primarily to support expected product shipments in 2024, lower accounts payable and accrued liabilities of ($3.1) million primarily as a result of the timing of supplier payments and annual compensation awards, and by lower warranty provisions of ($1.6) million.
6.3     Cash Provided by (Used by) Investing Activities
Investing activities resulted in net cash outflows of ($2.7) million for the three months ended March 31, 2025, compared to net cash outflows of ($9.5) million for the corresponding period of 2024.
Investing activities in the first quarter of 2025 of ($2.7) million consist of capital expenditures of ($2.7) million incurred primarily for production and test equipment and certain intangible assets, and long-term investments in HyCap growth equity fund of ($0.2) million, partially offset by proceeds on disposition of certain small stationary assets in Denmark of $0.1 million.
Investing activities in the first quarter of 2024 of ($9.5) million consist of capital expenditures of ($7.5) million incurred primarily for production and test equipment and certain intangible assets, and long-term investments in Templewater, HyCap and Clean H2 of ($2.1) million.
6.4     Cash Provided by (Used by) Financing Activities
Financing activities resulted in net cash outflows of ($0.7) million for the three months ended March 31, 2025, compared to net cash outflows of ($0.7) million for the corresponding period of 2024.
Financing activities in the first quarter of 2025 of ($0.7) million consist of finance lease payments of ($0.7) million.
Financing activities in the first quarter of 2024 of ($0.7) million consist of finance lease payments of ($1.0) million, partially offset by proceeds from the exercise of share purchase options of $0.3 million.
6.5     Liquidity and Capital Resources
As of March 31, 2025, we had total liquidity of $578.8 million. We measure liquidity as our net cash and short-term investment position, consisting of the sum of our cash, cash equivalents and short-term investments of $578.8 million, as we have no bank debt.
We have a Letter of Guarantee Facility (the “LG Facility”) enabling our bank to issue letters of guarantee, standby letters of credit, performance bonds, or similar credits on our behalf from time to time up to a maximum of $2.0 million. The LG Facility also enables us to enter into foreign exchange contracts (at face value amounts in excess of the LG Facility). As of March 31, 2025, letters of credit of euro 1.0 million and
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foreign exchange currency contracts to purchase a total of Canadian $6.5 million were outstanding under the LG Facility.
We also have a recently entered Loan Agreement (the “Loan Agreement”) enabling our bank to issue commercial credit cards, standby letters of credit, or similar credits on our behalf from time to time up to a maximum of approximately Canadian $13 million. As of March 31, 2025, no amounts were outstanding under the Loan Agreement.
Our liquidity objective is to maintain cash balances sufficient to fund at least six quarters of forecasted cash used by operating activities and contractual commitments. Our strategy to attain this objective is to continue our drive to attain profitable operations that are sustainable by executing a business plan that continues to focus on revenue growth, improving overall gross margins, maintaining discipline over operating expenses, managing working capital and capital expenditure requirements, and securing additional financing to fund our operations as needed until we do achieve profitable operations that are sustainable. We believe that we have adequate liquidity in cash and working capital to achieve our liquidity objective.
Failure to achieve or maintain this liquidity objective could have a material adverse effect on our financial condition and results of operations including our ability to continue as a going concern. There are also various risks and uncertainties affecting our ability to achieve this liquidity objective including, but not limited to, the market acceptance and rate of commercialization of our products, the ability to successfully execute our business plan, and general global economic conditions, certain of which are beyond our control. While we continue to make significant investments in product development and market development activities necessary to commercialize our products, make increased investments in working capital and capital expenditures as we grow our business, and make ongoing capital contributions in support of our investment in certain hydrogen infrastructure and growth equity funds, our actual liquidity requirements will also vary and will be impacted by future acquisitions and strategic partnerships and investments, our relationships with our lead customers and strategic partners including their ability to successfully finance and fund their operations and programs and agreements with us, our success in developing new channels to market and relationships with customers, our success in generating revenue growth from near-term product, service and licensing opportunities, our success in managing our operating expense and working capital requirements, foreign exchange fluctuations, and the progress and results of our research, development and demonstration programs.
We may also choose to pursue additional liquidity through the issuance of debt or equity in private or public market financings. To enable the timely issuance of equity securities in the public market, we renewed our Base Shelf Prospectus on file with the securities regulators in Canada on May 9, 2023. The Base Shelf Prospectus, which is effective for 25-months ending in June 2025, was filed in each of the provinces and territories of Canada, and a corresponding shelf registration statement on Form F-10 was also filed with the United States Securities and Exchange Commission. These filings will enable offerings of securities at any time during the 25-month period that the Base Shelf Prospectus remains effective. No offerings of securities under this Base Shelf Prospectus have been issued to date.
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No assurance can be given that any such additional liquidity will be available or that, if available, it can be obtained on terms favorable to the Company. If any securities are offered under the Base Shelf Prospectus, the terms of any such securities and the intended use of the net proceeds resulting from such offering would be established at the time of any offering and would be described in a supplement to the Base Shelf Prospectus filed with applicable Canadian securities regulators and/or the SEC, respectively, at the time of such an offering.
7.OTHER FINANCIAL MATTERS
7.1     Off-Balance Sheet Arrangements and Contractual Obligations
Periodically, we use forward foreign exchange contracts to manage our exposure to currency rate fluctuations. We record these contracts at their fair value as either assets or liabilities on our statement of financial position. Any changes in fair value are either (i) recorded in other comprehensive income if formally designated and qualified under hedge accounting criteria; or (ii) recorded in profit or loss (general and administrative expense) if either not designated, or not qualified, under hedge accounting criteria. As of March 31, 2025, we had outstanding foreign exchange currency contracts to purchase a total of Canadian $6.5 million at an average rate of 1.3610 Canadian per U.S. dollar, resulting in an unrealized loss of Canadian ($0.4) million as of March 31, 2025. The outstanding foreign exchange currency contracts have not been designated under hedge accounting.
As of March 31, 2025, we did not have any other material obligations under guarantee contracts, retained or contingent interests in transferred assets, outstanding derivative instruments, or non-consolidated variable interests.
As of March 31, 2025, we had the following contractual obligations and commercial commitments calculated on a non-discounted basis (with the exception of Finance leases):


(Expressed in thousands of U.S. dollars)Payments due by period,
Contractual Obligations
Total
Less than one year
1-3 years
4-5 years
After 5 years
Finance leases
$     32,125
$      4,780
$      8,930
$       5,358
$     13,057
Hydrogen supply agreement
         9,458
               -
        3,061
         6,397
              - 
Asset retirement obligations
         2,723
               -
               -
               -
         2,723
Long-term investment (HyCap)
       11,790
      11,790
               -
               -
               -
Long-term investment (Clean H2)
       21,994
        6,489
       15,505
               -
               -
Long-term investment (Templewater)
            500
           500
               -
               -
               -
Total contractual obligations
$     78,590
$     23,559
$      27,496
$      11,755
$      15,780
Long-term investments include an investment committing us to be a limited partner in HyCap, a hydrogen infrastructure and growth equity fund. HyCap is to invest in a combination of hydrogen infrastructure projects and investments in companies along the hydrogen value chain. We have committed to invest £25.0 million (including £15.9 million invested as of March 31, 2025) into HyCap.
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Long-term investments also include an investment committing us to be a limited partner in Clean H2, another hydrogen infrastructure and growth equity fund. Clean H2 is to invest in a combination of hydrogen infrastructure projects and investments in companies along the hydrogen value chain. We have committed to invest €30.0 million (including €9.7 million invested as of March 31, 2025) into Clean H2.
Long-term investments also include an investment committing us to be a limited partner in Templewater, a decarbonization climate technology and growth equity fund. We have committed to invest $1.0 million (including $0.5 million invested as of March 31, 2025) in Templewater.
In addition, we have outstanding commitments of $10.5 million as of March 31, 2025, related primarily to purchases of property, plant, and equipment. Capital expenditures and expenditures on other intangible assets pertain to our regular operations and are expected to be funded through cash on hand.
In connection with the acquisition of intellectual property from UTC in 2014, we have a royalty obligation in certain circumstances to pay UTC a portion of any future intellectual property sale and licensing income generated from certain of our intellectual property portfolio for a period of 15-years expiring in April 2029. No royalties were paid to UTC for the three months ended March 31, 2025 and the years ended December 31, 2024 and 2023.
As of March 31, 2025, we retain a previous funding obligation to pay royalties of 2% of revenues (to a maximum of Canadian $5.4 million) on sales of certain fuel cell products for commercial distributed utility applications. No royalties have been incurred to date due to this agreement.
We also retain a previous funding obligation to pay royalties of 2% of revenues (to a maximum of Canadian $2.2 million) on sales of certain fuel cell products for commercial transit applications. No royalties have been incurred to date due to this agreement.
In the ordinary course of business or as required by certain acquisition or disposition agreements, we are periodically required to provide certain indemnities to other parties. As of March 31, 2025, we have not accrued any significant amount owing, or receivable, due to any indemnity agreements undertaken in the ordinary course of business.
7.2     Related Party Transactions
Related parties include our 49% owned equity accounted investee, Weichai Ballard JV. Transactions between us and our subsidiaries are eliminated on consolidation. For the three months ended March 31, 2025 and 2024, related party transactions and balances with Weichai Ballard JV are as follows:
(Expressed in thousands of U.S. dollars)
    Three Months ended March 31,
Transactions with related parties
    2025
    2024
Revenues
    $    184
    $    1,007
Cost of goods sold and operating expense
    $    91
    $    939

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(Expressed in thousands of U.S. dollars)
As at Mar 31,
As at Dec 31,
Balances with related parties
    2025
    2024
Accounts receivable
    $    2,477
    $    3,447
Investments
    $    7,465
    $    8,238
Deferred revenue
    $    (1,831)
    $    (1,831)
We also provide key management personnel, being board directors and executive officers, certain benefits, in addition to their salaries. Key management personnel also participate in the Company’s share-based compensation plans. Key management personnel compensation is summarized in note 28 to our annual consolidated financial statements for the year ended December 31, 2024.
7.3     Outstanding Share and Equity Information
As of May 5, 2025


Common share outstanding

 299,833,234
Options outstanding

         3,317,309
DSUs outstanding

         1,068,283
RSUs / PSUs outstanding (subject to vesting and performance criteria)

         10,022,998
8.USE OF PROCEEDS
8.1     Reconciliation of Use of Proceeds from Previous Financings
During 2021 and 2020, we completed the following offerings of our common shares (“Common Shares”):
•On February 23, 2021, we closed a bought deal offering of 14.87 million Common Shares at a price of $37.00 per Common Share for gross proceeds of $550.2 million and net proceeds of $527.3 million (the “2021 Offering”).
•On September 1, 2020, we announced an at-the-market equity program to issue a total of 16.45 million Common Shares from treasury (the “$250 million ATM Program”). The 16.45 million Common Shares issued under the $250 million ATM Program were sold in the third and fourth quarters of 2020 at prevailing market prices at the time of sale for total gross proceeds of $250 million and total net proceeds of $244.1 million.
•On March 10, 2020, we announced an at-the-market equity program to allow the issuance of up to $75 million of Common Shares from treasury (the “$75 million ATM Program” and together with the $250 million ATM Program, the “2020 ATM Programs”). The 8.2 million Common Shares issued under the $75 million ATM Program were sold in the first half of 2020 at prevailing market prices at the time of sale for total gross proceeds of $66.7 million and total net proceeds of $64.7 million.
The net proceeds from the 2021 Offering of $527.3 million were intended to be used to further strengthen the Company’s financial position, thereby providing additional flexibility to fund growth strategies, including through activities such as product innovation, investments in production capacity expansion and localization, future acquisitions and strategic partnerships and investments. The net proceeds from the 2020 ATM Programs of $308.8 million were intended to be used for general corporate purposes. Pending
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their use, we disclosed our intention to invest the net proceeds from the 2021 Offering in short-term, investment grade, interest bearing instruments or to hold them as cash and cash equivalents.
The following tables sets out a comparison of the Company’s disclosed expected use of net proceeds from the 2021 Offering and the 2020 ATM Programs to the actual use of such net proceeds to March 31, 2025. As of March 31, 2025, the residual net proceeds from the 2021 Offering and the 2020 ATM Programs were held in interest bearing cash accounts.
2021 Offering Net Proceeds $527.3M
Intended Use of Net Proceeds: Further strengthen the Company’s balance sheet, thereby providing additional flexibility to fund growth strategies, including through activities such as product innovation, investments in production capacity expansion and localization, future acquisitions and strategic partnerships and investments.
Actual Use of Net Proceeds (expressed in thousands of U.S. dollars)
Variance – (Over)/Under ExpendituresExplanation of Variance
Research and Product Development (cash Operating cost) expenditures including product development of next generation fuel cell stacks and modules$110,781N/AN/A
Investments in property, plant and equipment and other intangible assets including production capacity expansion and localization$37,659N/AN/A
Strategic partnerships and investments including Quantron, Wisdom, Forsee Power, HyCap, Clean H2, Templewater, Weichai Ballard JVCo, and acquisition related expenses$15,676N/AN/A
Total expended to March 31, 2025$164,116
2020 ATM Programs Net Proceeds $308.8M
Intended Use of Net Proceeds: General Corporate Purposes
Actual Use of Net Proceeds (expressed in thousands of U.S. dollars)
Variance – (Over)/Under ExpendituresExplanation of Variance
Gross Margin loss expenditures (net of inventory impairment charges)$40,827N/AN/A
General and Administration (cash Operating cost) expenditures$73,812N/AN/A
Sales and Marketing (cash Operating cost) expenditures $43,334N/AN/A
Restructuring and related expenditures$25,673N/AN/A
Working capital requirements$27,433N/AN/A
Lease liability principal repayments$12,084N/AN/A
Total expended to March 31, 2025$223,163
9.ACCOUNTING MATTERS
9.1     Overview
Our consolidated financial statements are prepared in accordance with IFRS, which require us to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
9.2     Critical Judgments in Applying Accounting Policies
Critical judgments that we have made in the process of applying our accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements is limited to our
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assessment of our ability to continue as a going concern (See Note 2 (e) to our annual consolidated financial statements).
Our material accounting policies are detailed in note 4 to our annual consolidated financial statements for the year ended December 31, 2024. Effective January 1, 2025, we adopted a number of new standards and interpretations, but they did not have a material impact on our financial statements.
9.3     Key Sources of Estimation Uncertainty
Key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the reported amount of assets, liabilities, income, and expenses within the next fiscal year are detailed in note 5 to our annual consolidated financial statements for the year ended December 31, 2024 and also discussed in section 9.3 of our annual MD&A for the year ended December 31, 2024. There have been no changes to the nature of these sources of estimation uncertainty in the three months ended March 31, 2025. However, certain of these estimation uncertainty risks remain increased in magnitude as discussed below. The following updates relating to estimation uncertainty covering the three-month period ended March 31, 2025 are as follows:
REVENUE RECOGNITION
During the three months ended March 31, 2025, and 2024, there were no significant adjustments to revenues relating to revenue recognized in a prior period.
ASSET IMPAIRMENT
The carrying amounts of our non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indicator exists, then the asset’s recoverable amount is estimated. For assets that have indefinite useful lives including goodwill, intangible assets, and property, plant and equipment, the recoverable amount is estimated annually, or whenever events or circumstances indicate that the carrying amount may not be recoverable.
As a result of indicators of potential impairment including a decline in the Company’s market capitalization in 2024, the initiation of a global corporate restructuring in September 2024, and indicators of slowing hydrogen and fuel cell policy implementation and market adoption, we updated our asset impairment tests as of September 30, 2024, December 31, 2024, and again as of March 31, 2025.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In assessing fair value less costs to sell, the price that would be received on the sale of an asset in an orderly transaction between market participants at the measurement date is estimated. For the purposes of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other groups of assets. The allocation of goodwill and other non-financial assets to cash-generating units reflects the lowest level at which these assets are monitored for internal reporting purposes. Many of the factors used in assessing fair value are outside the control of management, and it is reasonably likely that assumptions and estimates will change from period to period. These changes may result in future impairments. For example, our revenue growth
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rate could be lower than projected due to economic, industry or competitive factors, or the discount rate used in our value in use model could increase due to a change in market interest rates.
An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in net loss. Impairment losses recognized in respect of the cash-generating unit are allocated first to reduce the carrying amount of any goodwill allocated to the unit, and then to reduce the carrying amounts of the other assets in the unit on a pro-rata basis. However, individual assets within the cash-generating unit are not impaired below their residual fair market value.
An impairment loss in respect of goodwill is not reversed. In respect of other assets including property, plant and equipment, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the cumulative loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
As a result of impairment tests performed in 2024, we recognized goodwill impairment charges of ($40.3) million in the three months ended September 30, 2024 to write-down goodwill to nil. In addition, we recognized impairment charges on property, plant and equipment of ($106.8) million in the three months ended September 30, 2024, consisting of a fair value impairment allowance of ($105.0) million against consolidated capital assets to impair these operating assets to their estimated residual value of approximately $9.0 million, and a write-down of certain specific assets of ($1.8) million that were discontinued pursuant to the global corporate restructuring. During the three months ended December 31, 2024, we recognized adjustments to the net ($105.0) million fair value impairment allowance on property, plant and equipment consisting of (i) additions to the allowance for capital additions in the period of ($4.6) million as the Company’s market capitalization remained depressed; (ii) deductions to the allowance for specifically identified capital assets totaling $14.5 million that were directly impaired or disposed of in the period; and (iii) deductions to the allowance for depreciation and amortization expense of $1.6 million that would have been recognized had the underlying assets not been fully impaired to estimated residual value. As of December 31, 2024, the net fair value impairment allowance recognized against consolidated property, plant and equipment approximated ($93.5) million.
During the three months ended March 31, 2025, we recognized adjustments to the net ($93.5) million fair value impairment allowance on property, plant and equipment at March 31, 2025, consisting of (i) additions to the allowance for capital additions in the period of ($2.2) million as the Company’s market capitalization remained depressed; (ii) deductions to the allowance for specifically identified capital assets totaling $nil million that were directly impaired or disposed of in the period; and (iii) deductions to the allowance for depreciation and amortization expense of $1.8 million that would have been recognized had the underlying assets not been fully impaired to estimated residual value. As of March 31, 2025, the net fair value impairment allowance recognized against consolidated property, plant and equipment approximated ($94.0) million. In the event that the Company’s market capitalization recovers in the future, this impairment allowance may be reversed in part or in full.
WARRANTY PROVISION
During the three months ended March 31, 2025, we recorded provisions to accrued warranty liabilities of $0.9 million for new product sales, compared to $1.3 million for the three months ended March 31, 2024.
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We review our warranty assumptions and make adjustments to accrued warranty liabilities quarterly based on the latest information available and to reflect the expiry of contractual obligations. Adjustments to accrued warranty liabilities are recorded in cost of product and service revenues. As a result of these reviews and the resulting adjustments, our warranty provision and cost of revenues for the three months ended March 31, 2025, were adjusted downwards (upwards) by $nil million, compared to adjustments of $1.8 million for the three months ended March 31, 2024.
INVENTORY AND ONEROUS CONTRACT PROVISIONS
During the three months ended March 31, 2025, positive inventory impairment and onerous contract provision adjustments of $1.5 million were recorded as a charge to cost of product and service revenues, compared to negative inventory impairment and onerous contract provision adjustments of ($1.5) million in the three months ended March 31, 2024.
FAIR VALUE MEASUREMENT (INCLUDING INVESTMENTS)
During the three months ended March 31, 2025, we recognized mark to market gain (loss) on financial assets of $4.4 million, compared to ($6.3) million for the three months ended March 31, 2024. Mark to market gain (loss) in 2025 and 2024 consist primarily of changes in the fair value of our long-term financial investments including Forsee Power, Wisdom, Quantron, HyCap Clean H2, and Templewater.
9.4     Recently Adopted Accounting Policy Changes
Effective January 1, 2025, we adopted a number of new standards and interpretations, but they did not have a material impact on our financial statements.
9.5 Future Accounting Policy Changes
The following is an overview of accounting standard changes that we will be required to adopt in future years. We do not expect to adopt any of these standards before their effective dates and we continue to evaluate the impact of these standards on our consolidated financial statements.
Presentation and Disclosure in Financial Statements (IFRS 18)
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged.
The new Accounting Standard introduces significant changes to the structure of a company’s income statement, more discipline and transparency in presentation of management's own performance measures (commonly referred to as 'non-GAAP measures,') and less aggregation of items into large, single numbers. The main impacts of the new Accounting Standard include:
•introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities (i.e. operating, investing and financing);
•requiring disclosure about management performance measures (MPMs); and
•adding new principles for aggregation and disaggregation of information.
IFRS 18 applies for annual periods beginning on or after January 1, 2027. Early application is permitted. The extent of the impact of adoption of IFRS 18 has not yet been determined.
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10.SUPPLEMENTAL NON-GAAP MEASURES AND RECONCILIATIONS
10.1 Overview
In addition to providing measures prepared in accordance with GAAP, we present certain supplemental non-GAAP measures. These measures are Cash Operating Costs (including its components of research and product development (operating cost), general and administrative (operating cost) and sales and marketing (operating cost)), EBITDA and Adjusted EBITDA. These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. We believe these measures are useful in evaluating the operating performance of the Company’s ongoing business. These measures should be considered in addition to, and not as a substitute for, operating expenses, net income, cash flows and other measures of financial performance and liquidity reported in accordance with GAAP. The calculation of these non-GAAP measures has been made on a consistent basis for all periods presented.
10.2 Cash Operating Costs
This supplemental non-GAAP measure is provided to assist readers in determining our operating costs on an ongoing cash basis. We believe this measure is useful in assessing performance and highlighting trends on an overall basis.
We also believe Cash Operating Costs is frequently used by securities analysts and investors when comparing our results with those of other companies. Cash Operating Costs differs from the most comparable GAAP measure, total operating expenses, primarily because it does not include stock-based compensation expense, depreciation and amortization, impairment losses or recoveries on trade receivables, restructuring and related costs, acquisition related costs, the impact of unrealized gains and losses on foreign exchange contracts, and financing charges. The following tables show a reconciliation of total operating expenses to Cash Operating Costs for the three months ended March 31, 2025 and 2024:
(Expressed in thousands of U.S. dollars)
    Three months ended March 31,
Cash Operating Costs
    2025
        2024
        $ Change
Total Operating Expenses$25,452$37,060$(11,608)
  Stock-based compensation expense(1,866)(2,800)934
  Impairment recovery (losses) on trade receivables 1(1,670)1,671
  Acquisition related costs ———
  Restructuring and related (costs) recovery(228)(30)(198)
  Impact of unrealized gains (losses) on foreign exchange contracts 437(485)922
  Depreciation and amortization (583)(2,236)1,653
Cash Operating Costs$23,213$29,839$(6,626)
The components of Cash Operating Costs of research and product development (cash operating cost), general and administrative (cash operating cost), and sales and marketing (cash operating cost) differ from their respective most comparable GAAP measure of research and product development expense, general and administrative expense, and sales and marketing expense, primarily because they do not include stock-based compensation expense, depreciation and amortization expense, and acquisition related costs. A reconciliation of these respective operating expenses to the respective components of Cash Operating Costs for the three months ended March 31, 2025 and 2024 is included in Section 5.3 Operating Expenses and Other Items.
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A breakdown of total stock-based compensation expense for the three months ended March 31, 2024 and 2023 are as follows:
(Expressed in thousands of U.S. dollars)
    Three months ended March 31,
Stock-based compensation expense
    2025
        2024
        $ Change
Total stock-based compensation expense recorded as follows:
  Cost of goods sold$—$—$—
  Research and product development expense9891,395(406)
  General and administrative expense (recovery)6621,032(370)
  Sales and marketing expense (recovery)215373(158)
Stock-based compensation expense $1,866$2,800$(934)
A breakdown of total depreciation and amortization expense for the three months ended March 31, 2025 and 2024 are as follows:
(Expressed in thousands of U.S. dollars)
    Three months ended March 31,
Depreciation and amortization expense
    2025
        2024
        $ Change
Total depreciation and amortization expense recorded as follows:
  Cost of goods sold$333$1,146$(813)
  Research and product development expense4451,805(1,360)
  General and administrative expense 138430(292)
  Sales and marketing expense —1(1)
Depreciation and amortization expense $916$3,382$(2,466)

10.3 EBITDA and Adjusted EBITDA
These supplemental non-GAAP measures are provided to assist readers in determining our operating performance. We believe this measure is useful in assessing performance and highlighting trends on an overall basis. We also believe EBITDA and Adjusted EBITDA are frequently used by securities analysts and investors when comparing our results with those of other companies. EBITDA differs from the most comparable GAAP measure, net loss from continuing operations, primarily because it does not include finance expense, income taxes, depreciation of property, plant and equipment, and amortization of intangible assets. Adjusted EBITDA adjusts EBITDA for stock-based compensation expense, transactional gains and losses, acquisition related costs, finance and other income, recovery on settlement of contingent consideration, asset impairment charges, and the impact of unrealized gains and losses on foreign exchange contracts. The following tables show a reconciliation of net loss to EBITDA and Adjusted EBITDA for the three months ended March 31, 2025 and 2024:

(Expressed in thousands of U.S. dollars)
    Three months ended March 31,
EBITDA and Adjusted EBITDA
    2025
        2024
        $ Change
Net loss from continuing operations$(21,036)$(41,066)$20,030
Depreciation and amortization9163,382(2,466)
Finance expense50643175
Income taxes (recovery)—35(35)
EBITDA$(19,614)$(37,218)$17,604
  Stock-based compensation expense1,8662,800(934)
  Acquisition related costs ———
  Finance and other (income) loss (11,501)(2,709)(8,792)
  Impairment charge on property, plant and equipment 2,223—2,223
  Gain on sale of property, plant and equipment(70)—(70)
  Impact of unrealized (gains) losses on foreign exchange contracts (437)485(922)
Adjusted EBITDA
$(27,533)$(36,642)$9,109
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