8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 16, 2021

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-14204	06-0853042
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	3 Great Pasture Road, Danbury,  Connecticut	06810
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 825-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	FCEL	The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02. Results of Operations and Financial Condition.

On March 16, 2021, FuelCell Energy, Inc. (the “Company”) issued a press release announcing its financial results and providing a business update as of and for the first fiscal quarter ended January 31, 2021.  A copy of this press release is furnished with this report as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the investor presentation slides that will be used by the Company during its March 16, 2021 earnings call is furnished with this report as Exhibit 99.2.

The information furnished in this Item 7.01, including Exhibit 99.2, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.  The information contained in the investor presentation furnished as Exhibit 99.2 is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits:

Exhibit No.	Description
99.1	Press Release issued by FuelCell Energy, Inc. on March 16, 2021.
99.2	Investor Presentation, dated March 16, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	FUELCELL ENERGY, INC.
Date:  March 16, 2021	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FuelCell Energy Reports Results for the First Quarter of Fiscal 2021

First Quarter Fiscal 2021 Highlights

(All comparisons year-over-year unless otherwise noted)

• Revenues of $14.9 million compared to $16.3 million

• Gross loss of $(3.6) million compared to gross profit of $3.3 million

• Loss from operations of $(14.4) million compared to $(3.1) million

• Backlog of $1.27 billion as of January 31, 2021, a $93.8 million decrease from January 31, 2020

• Entered into a power purchase agreement for 2.8 megawatt (“MW”) project in Derby, CT in February

• Commenced operation and testing of a prototype solid oxide electrolysis hydrogen platform during the quarter

DANBURY, CT – March 16, 2021 --FuelCell Energy, Inc. (Nasdaq: FCEL) -- a global leader in fuel cell technology—with a purpose of utilizing its proprietary, state-of-the-art fuel cell platforms to enable a world empowered by clean energy—today reported financial results for its first quarter ended January 31, 2021 and key business highlights.

“During the first quarter, we strengthened our balance sheet by raising capital, paying down debt and executing against our core business backlog,” said Mr. Jason Few, President and CEO. “We are excited to announce that we made tangible progress in our decarbonization development efforts by producing hydrogen with our solid oxide electrolysis platform at our headquarters in Connecticut. Additionally, we continued to advance our joint research with ExxonMobil Research and Engineering Company (“EMRE”) on fuel cell carbon capture solutions.”

“Recent weather events in Texas along with electric grid reliability challenges experienced in other locations such as California, Greece, the UK, and around the world, highlight the benefits and capabilities of our platform,” continued Mr. Few. “Fuel cells provide reliability and always on power platforms, and we have a number of installations that serve as the backbone of micro-grid applications. Our fuel cells help stabilize the power grid, ensuring that electricity is available through challenging weather and natural disaster events, while avoiding costly disruptions to installations where continuous energy supply is critical to operate.”

Mr. Few continued, “Under our Powerhouse business strategy, we have an improved financial foundation allowing us to focus on driving commercial availability of our Advanced Technologies solutions including distributed hydrogen, electrolysis and hydrogen production and long duration energystorage and to focus on expanding our geographic markets. We believe our proprietary technologies will continue to contribute to the decarbonization of the grid and generate revenue growth in the future by addressing the promising market opportunities in the global energytransition that is currently underway.”

Consolidated Financial Metrics

In this press release, FuelCell Energy refers to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures. The non-GAAP financial measures may not be comparable to similarly titled measures being used and disclosed by other companies. FuelCell Energy believes that this non-GAAP information is useful to an understanding of its operating results and the ongoing performance of its business. A reconciliation of EBITDA, Adjusted EBITDA and any other non-GAAP measures is contained in the appendix to this press release.

Three Months Ended

January 31,

FuelCell Energy First Quarter Fiscal 2021 Results                                                                                             Page 2

(Amounts in thousands)	2021	2020	Change
Total revenues	$   14,877	$   16,264	-9%
Gross (loss) profit	(3,618)	3,281	-210%
Loss from operations	(14,373)	(3,140)	358%
Net Loss	(45,960)	(40,151)	14%
EBITDA	(8,769)	1,490	-689%
Net loss attributable to common stockholders	(46,760)	(41,082)	14%
Net loss per basic and diluted share	$     (0.15)	$     (0.20)	-25%
Adjusted EBITDA	$   (7,352)	$ (222)	3212%

First Quarter of Fiscal 2021 Results

Note: All comparisons between periods are between the first quarter of fiscal 2021 and the first quarter of fiscal 2020, unless otherwise specified.

First quarter revenue of $14.9 million represents a decrease of 9% from the prior-year quarter, which included$4.0 million in license revenues associated with the Company’s Joint Development Agreement (“JDA”) with EMRE. Additionally, generation revenues and advanced technologies contract revenues declined.

• Service agreements and license revenues decreased 12% to $4.9 million from $5.6 million.Revenue recognized in the first quarter primarily includes revenue recorded for module replacements and routine maintenance activities, whereas revenue recognized in the first quarter of fiscal 2020 included license revenues of $4.0 million associated with our JDA with EMRE and $1.6 million associated with routine monitoring and maintenance activities for projects under service agreements.

• Generation revenues decreased 10% to $4.9 million from $5.4 million due to a temporary shut-down of several of the Bridgeport Fuel Cell Project plants for scheduled module exchanges.

• Advanced Technologies contract revenues decreased 3% to $5.1 million from $5.2 million. Compared to the first fiscal quarter of 2020, Advanced Technologies contract revenues recognized under the Joint Development Agreement with EMRE were approximately $0.3 million higher during the first fiscal quarter of 2021, reflecting continued advancement of our joint research with EMRE on fuel cell carbon capture solutions during the quarter. However, the increased revenues under the Joint Development Agreement with EMRE were offset by $0.4 million less revenue recognized under government contracts during the first fiscal quarter of 2021 than during the first fiscal quarter of 2020.

Gross loss for the first fiscal quarter of 2021 totaled $(3.6) million, compared to a gross profit of $3.3 million in the comparable prior-year quarter. Results for the first fiscal quarter of 2021 reflected the lack of license revenues under the JDA with EMRE during the quarter, as well as the temporary shut-down of several of the Bridgeport Fuel Cell Project plants for module exchanges during the quarter and higher manufacturing variances and service-related costs compared to the comparable prior year period.

Operating expenses for the first fiscal quarter of 2021 increased to $10.8 million from $6.4 million in the first fiscal quarter of 2020. Administrative and selling expenses in the first fiscal quarter of 2021 included additional stock compensation expense of $0.8 million due to the grants made in August 2020 and November 2020 and an increase in the value of a deferred director compensation liability due to an increase in the Company’s share price. The first fiscal quarter of 2020 included a legal settlement of $2.2 million which was recorded as an offset to Administrative and selling expenses. Research and development expenses of $1.8 million during the quarter reflect increased spending on the Company’s hydrogen commercialization initiatives.

Net loss was $(46.0) million in the first fiscal quarter of 2021, compared to net loss of $(40.2) million in the first fiscal quarter of 2020. Both periods were significantly impacted by an increase in the net loss due to

FuelCell Energy First Quarter Fiscal 2021 Results                                                                                             Page 3

charges associated with a change in the fair value of the liability associated with the warrants issued to the lenders under our now extinguishedcredit agreement with Orion Energy Partners Investment Agent, LLC and its affiliated lenders.Additionally, the first fiscal quarter of 2021 included a loss on extinguishment of debt and a loss on extinguishment of preferred stock obligation of subsidiary totaling $(12.1) million, partially offset by lower interest expense.

Adjusted EBITDA totaled $(7.4) million in the first fiscal quarter of 2021, compared to Adjusted EBITDA of $(0.2) million in the first fiscal quarter of 2020. Please see the discussion of non-GAAP financial measures, including Adjusted EBITDA, in the appendix at the end of this release.

The net loss per share attributable to common stockholders in the first fiscal quarter of 2021 was $(0.15), compared to $(0.20) in the first fiscal quarter of 2020.The lower net loss per common share, despite a higher net loss attributable to common stockholders, is due to the higher weighted average shares outstanding due to share issuances since January 31, 2020.  The net loss per share in the first quarter of fiscal 2021 includes the change in the fair value of the liability associated with the warrants issued to the lenders under our now extinguished credit agreement with Orion Energy Partners Investment Agent, LLC and its affiliated lenders of $16.0 million, accounting for approximately a $(0.05) per share impact on the reported net loss per share, compared to $34.2 million, or $(0.17) in the comparable prior year period. The net loss per share attributable to common stockholders in the quarter ended January 31, 2021 also included a loss on extinguishment of debt and a loss on extinguishment of preferred stock obligation of subsidiary totaling $(12.1) million, or $(0.04) per share.

“In order to fund our strategic initiatives and growth plans, over the past year we have improved our balance sheet through a series of strategic capital raises, which have also allowed us to retire high-cost debt and reduce our cost of capital,” added Mr. Few.  “As future distributed generation projects become operational, we expect to execute long-term financing at an efficient cost of capital, recycling cash back to the Company to redeploy into other projects and development that will further facilitate growth.”

Cash, Restricted Cash and Financing Update

Cash and cash equivalents and restricted cash and cash equivalents totaled $209.6 million as of January 31, 2021 compared to $192.1 million as of October 31, 2020.  As of January 31, 2021, restricted cash and cash equivalents was $31.0 million, of which $12.2 million was classified as current and $18.8 million was classified as non-current, compared to $42.2 million of restricted cash and cash equivalents as of October 31, 2020, of which $9.2 million was classified as current and $33.0 million was classified as non-current.

Net cash provided by financing activities was $52.4 million during the three months ended January 31, 2021, resulting from the receipt of net proceeds of $156.4 million from the equity capital raise completed in the quarter and proceeds of $0.7 million from warrant exercises, partially offset by the repayment of $82.3 million of debt obligations under our now extinguished credit facility with Orion Energy Partners Investment Agent, LLC and its affiliated lenders, the payment of $21.5 million to satisfy our obligations under the terms of the Series 1 Preferred Shares of our subsidiary, and the payment of preferred dividends and return of capital of $0.8 million.

Operations Update

During the quarter, the Company continued to make progress on projects, including nearing completion on new power platforms at the U.S. Navy Base in Groton, Connecticut and at the wastewater treatment facility in San Bernardino, California. Both projects are awaiting the completion of third-party interconnection and other safety-related work. Early-stage construction activity also began on projects in Yaphank, New York and Derby, Connecticut, as well as on the Toyota project in Long Beach California. In support of the Toyota project, the Company recently placed an order with Xebec Adsorption, Inc. for a Pressure Swing Adsorption (PSA) based system that will purify the hydrogen produced by the SureSource^TM Hydrogen platform to meet required standards for fueling zero-emission fuel cell vehicles.

FuelCell Energy First Quarter Fiscal 2021 Results                                                                                             Page 4

During the quarter, the Company successfully commenced operation and testing of a prototype solid oxide electrolysis hydrogen platform in Danbury, CT. This technology platform is scheduled to be delivered to the Idaho National Laboratory for advanced testing for high temperature applications for up to 100% energy efficient production of hydrogen. We believe that this achievement advances the development of the Company’s reversible solid oxide fuel cell platform, progressing hydrogen-based long duration storage closer to full commercialization.

Subsequent to the end of the quarter, the Company entered into a 20-year power purchase agreement (“PPA”) with United Illuminating for a 2.8 MW project in Derby, CT, which was awarded to FuelCell Energy as part of the state-sponsored Shared Clean Energy Facility program. This FuelCell Energy power plant will supply 2.8 MW of clean power to the Connecticut electric grid and will be our second project located in Derby. This contract is not included in the Company’s backlog as of January 31, 2021, but is expected to add $59.4 million in future revenue to the Company’s reported generation backlog going forward. The clean baseload power generated by this 2.8 MW platform will be enough to power approximately 3,000 homes with continuous clean energy.  The next steps in developing the project include obtaining siting approvals and interconnection agreements and finalizing site engineering.

Backlog

	As of January 31,
(Amounts in thousands)	2021	2020	Change
Service	141,690	167,828	-16%
Generation	1,062,337	1,108,978	-4%
License	22,182	22,650	-2%
Advanced Technologies	44,080	64,605	-32%
Total Backlog	$  1,270,289	$  1,364,061	-7%

Backlog decreased 7% to $1.27 billion as of January 31, 2021, reflecting the continued execution of backlog and adjustments to generation backlog, primarily resulting from the decrease in fuel pricing which has lowered estimated future revenue.

Only projects for which we have an executed PPA are included in generation backlog, which represents future revenue under long-term PPAs. Together, the service and generation portion of backlog had a weighted average term of approximately 18 years, with weighting based on the dollar amount of backlog and utility service contracts of up to 20 years in duration at inception.

Backlog represents definitive agreements executed by the Company and our customers. Projects sold to customers (and not retained by the Company) are included in product sales and service backlog and the related generation backlog is removed upon the sale.

FuelCell Energy First Quarter Fiscal 2021 Results                                                                                             Page 5

Conference Call Information

FuelCell Energy will host a conference call today beginning at 10:00 a.m. EDT to discuss first quarter fiscal 2021 results and key business highlights. Participants can access the live call via webcast on the Company website or by telephone as follows:

• The live webcast of the call and supporting slide presentation will be available at www.fuelcellenergy.com. To listen to the call, select “Investors” on the home page, proceed to the “Events & Presentations” page and then click on the “Webcast” link listed under the March 16^th earnings call event, or click here.

• Alternatively, participants can dial 647-689-4106 and state FuelCell Energy or the conference ID number 5238568.

The replay of the conference call will be available via webcast on the Company’s Investors’ page at

www.fuelcellenergy.com approximately two hours after the conclusion of the call.

Cautionary Language  

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements with respect to the Company’s anticipated financial results and statements regarding the Company’s plans and expectations regarding the continuing development, commercialization and financing of its fuel cell technology and its business plans and strategies. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could cause such a difference include, without limitation, changes to projected deliveries and order flow, changes to production rate and product costs, general risks associated with product development, manufacturing, changes in the regulatory environment, customer strategies, ability to access certain markets, unanticipated manufacturing issues that impact power plant performance, changes in critical accounting policies, access to and ability to raise capital and attract financing, potential volatility of energy prices, rapid technological change, competition, the Company’s ability to successfully implement its new business strategies and achieve its goals, the Company’s ability to achieve its sales plans and cost reduction targets, changes by the U.S. Small Business Administration or other governmental authorities to, or with respect to the implementation or interpretation of, the Coronavirus Aid, Relief, and Economic Security Act, the Paycheck Protection Program or related administrative matters, and concerns with, threats of, or the consequences of, pandemics, contagious diseases or health epidemics, including the novel coronavirus, and resulting supply chain disruptions, shifts in clean energy demand, impacts to customers’ capital budgets and investment plans, impacts to the Company’s project schedules, impacts to the Company’s ability to service existing projects, and impacts on the demand for the Company’s products, as well as other risks set forth in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements contained herein speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.

About FuelCell Energy

FuelCell Energy, Inc. (NASDAQ: FCEL) is a global leader in sustainable clean energy technologies that address some of the world’s most critical challenges around energy, safety and global urbanization. As a leading global manufacturer of proprietary fuel cell technology platforms, FuelCell Energy is uniquely positioned to serve customers worldwide with sustainable products and solutions for businesses, utilities, governments and municipalities. Our solutions are designed to enable a world empowered by clean energy, enhancing the quality of life for people around the globe. We target large-scale power users with our megawatt-class installations globally, and currently offer sub-megawatt solutions for smaller power consumers in Europe. To provide a frame of reference, one megawatt is adequate to continually power approximately 1,000 average sized U.S. homes. We develop turn-key distributed power generation solutions and operate and provide comprehensive service for the life of the power plant. Our fuel cell solution is a clean, efficient alternative to traditional combustion-based power generation, and is complementary to an energy mix consisting of intermittent sources of energy, such as solar and wind turbines. Our customer base includes utility companies, municipalities, universities, hospitals, government entities/military bases and a variety of

FuelCell Energy First Quarter Fiscal 2021 Results                                                                                             Page 6

industrial and commercial enterprises. Our leading geographic markets are currently the United States and South Korea, and we are pursuing opportunities in other countries around the world. FuelCell Energy, based in Connecticut, was founded in 1969.

SureSource, SureSource 1500, SureSource 3000, SureSource 4000, SureSource Recovery, SureSource Capture, SureSource Hydrogen, SureSource Storage, SureSource Service, SureSource Capital, FuelCell Energy, and FuelCell Energy logo are all trademarks of FuelCell Energy, Inc.

Contact:

FuelCell Energy, Inc.

ir@fce.com

203.205.2491

Source: FuelCell Energy

#

FuelCell Energy First Quarter Fiscal 2021 Results                                                                                             Page 7

FUELCELL ENERGY, INC.

Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands, except share and per share amounts)

		January 31, 2021		October 31, 2020
ASSETS
Current assets:
Cash and cash equivalents, unrestricted	$	178,570	$	149,867
Restricted cash and cash equivalents – short-term		12,252		9,233
Accounts receivable, net		10,021		9,563
Unbilled receivables		8,243		8,041
Inventories		61,901		50,971
Other current assets		7,422		6,306
Total current assets		278,409		233,981
Restricted cash and cash equivalents – long-term		18,772		32,952
Project assets		164,593		161,809
Inventories – long-term		4,586		8,986
Property, plant and equipment, net		35,304		36,331
Operating lease right-of-use assets, net		8,524		10,098
Goodwill		4,075		4,075
Intangible assets, net		19,643		19,967
Other assets		18,488		15,339
Total assets	$	552,394	$	523,538
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	14,594	$	21,366
Current portion of operating lease liabilities		955		939
Accounts payable		8,034		9,576
Accrued liabilities		10,763		15,681
Deferred revenue		18,728		10,399
Preferred stock obligation of subsidiary		-		938
Total current liabilities		53,074		58,899
Long-term deferred revenue		25,579		31,501
Long-term preferred stock obligation of subsidiary		-		18,265
Long-term operating lease liabilities		8,327		9,817
Long-term debt and other liabilities		78,051		150,651
Total liabilities		165,031		269,133
Redeemable Series B preferred stock (liquidation preference of $64,020 as of January 31, 2021 and October 31, 2020)		59,857		59,857
Total equity:
Stockholders’ equity Common stock ($0.0001 par value); 337,500,000 shares authorized as of January 31, 2021 and October 31, 2020; 322,412,296 and 294,706,758 shares issued and outstanding as of January 31, 2021 and October 31, 2020, respectively		32		29
Additional paid-in capital		1,538,311		1,359,454
Accumulated deficit		(1,210,156)		(1,164,196)
Accumulated other comprehensive loss		(681)		(739)
Treasury stock, Common, at cost (58,080 and 56,411 shares as of January 31, 2021 and October 31, 2020, respectively)		(462)		(432)
Deferred compensation		462		432
Total stockholders’ equity		327,506		194,548
Total liabilities and stockholders’ equity	$	552,394	$	523,538

FuelCell Energy First Quarter Fiscal 2021 Results                                                                                             Page 8

FUELCELL ENERGY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(Amounts in thousands, except share and per share amounts)

	Three Months Ended January 31,
	2021		2020
Revenues:
Product	$	-	$	-
Service and license		4,913		5,612
Generation		4,891		5,442
Advanced Technologies		5,073		5,210
Total revenues		14,877		16,264
Costs of revenues:
Product		2,366		2,016
Service and license		5,099		1,618
Generation		7,115		5,557
Advanced Technologies		3,915		3,792
Total cost of revenues		18,495		12,983
Gross (loss) profit		(3,618)		3,281
Operating expenses:
Administrative and selling expenses		8,932		5,266
Research and development expense		1,823		1,155
Total costs and expenses		10,755		6,421
Loss from operations		(14,373)		(3,140)
Interest expense		(2,545)		(3,277)
Loss on extinguishment of debt		(11,156)		-
Loss on extinguishment of preferred stock obligation of subsidiary		(934)		-
Change in fair value of common stock warrant liability		(15,974)		(34,245)
Other (expense) income, net		(978)		531
Loss before provision for income taxes		(45,960)		(40,131)
Provision for income taxes		-		(20)
Net loss		(45,960)		(40,151)
Series B preferred stock dividends		(800)		(931)
Net loss attributable to common stockholders	$	(46,760)	$	(41,082)
Loss per share basic and diluted:
Net loss per share attributable to common stockholders	$	(0.15)	$	(0.20)
Basic and diluted weighted average shares outstanding		312,109,888		202,216,493

FuelCell Energy First Quarter Fiscal 2021 Results                                                                                             Page 9

Appendix

Non-GAAP Financial Measures

Financial results are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Management also uses non-GAAP measures to analyze and make operating decisions on the business. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA are alternate, non-GAAP measures of cash utilization by the Company.

These supplemental non-GAAP measures are provided to assist readers in determining operating performance. Management believes EBITDA and Adjusted EBITDA are useful in assessing performance and highlighting trends on an overall basis. Management also believes these measures are used by companies in the fuel cell sector and by securities analysts and investors when comparing the results of the Company with those of other companies. EBITDA differs from the most comparable GAAP measure, net loss attributable to the Company, primarily because it does not include finance expense, income taxes and depreciation of property, plant and equipment and project assets. Adjusted EBITDA adjusts EBITDA for stock-based compensation, restructuring charges and other unusual items such as the legal settlement recorded during the first quarter of fiscal 2020, which are considered either non-cash or non-recurring.

While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these measures. The measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation. The Company’s non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP.

The following table calculates EBITDA and Adjusted EBITDA and reconciles these figures to the GAAP financial statement measure Net loss.

	Three Months Ended January 31,
(Amounts in thousands)	2021	2020
Net loss	$ (45,960)	$ (40,151)
Depreciation and amortization (1)	5,604	4,630
Provision for income taxes	-	20
Other expenses (income), net(2)	978	(531)
Loss on extinguishment of preferred stock obligation of subsidiary	934	-
Loss on extinguishment of debt	11,156	-
Change in fair value of common stock warrant liability	15,974	34,245
Interest expense	2,545	3,277
EBITDA	$   (8,769)	$ 1,490
Share-based compensation	1,417	488
Legal settlement (3)	-	(2,200)
Adjusted EBITDA	$ (7,352)	$ (222)

(1) Includes depreciation and amortization on our Generation portfolio of $4.4 million and $3.3 million for the three months ended January 31, 2021 and 2020, respectively.

(2) Other (income)/expense, net includes gains and losses from transactions denominated in foreign currencies, changes in fair value of derivatives, and other items incurred periodically, which are not the result of the Company’s normal business operations.

(3) The Company received a legal settlement of $2.2 million during the three months ended January 31, 2020, which was recorded as an offset to administrative and selling expenses.

EX-99.2

First Quarter of Fiscal 2021 Financial Results & Strategy Update March 16, 2021 Exhibit 99.2

Safe Harbor Statement This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the Company’s anticipated financial results and statements regarding the Company’s plans and expectations regarding the continuing development, commercialization and financing of its fuel cell technology and its business plans and strategies. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could cause such a difference include, without limitation, changes to projected deliveries and order flow, changes to production rate and product costs, general risks associated with product development, manufacturing, changes in the regulatory environment, customer strategies, ability to access certain markets, unanticipated manufacturing issues that impact power plant performance, changes in critical accounting policies, access to and ability to raise capital and attract financing, potential volatility of energy prices, rapid technological change, competition, the Company’s ability to successfully implement its new business strategies and achieve its goals, the Company’s ability to achieve its sales plans and cost reduction targets, changes by the U.S. Small Business Administration or other governmental authorities to, or with respect to the implementation or interpretation of, the Coronavirus Aid, Relief, and Economic Security Act, the Paycheck Protection Program or related administrative matters, and concerns with, threats of, or the consequences of, pandemics, contagious diseases or health epidemics, including the novel coronavirus, and resulting supply chain disruptions, shifts in clean energy demand, impacts to customers’ capital budgets and investment plans, impacts to the Company’s project schedules, impacts to the Company’s ability to service existing projects, and impacts on the demand for the Company’s products, as well as other risks set forth in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements contained herein speak only as of the date of this presentation. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based. The Company refers to non-GAAP financial measures in this presentation. The Company believes that this information is useful to understanding its operating results and assessing performance and highlighting trends on an overall basis. Please refer to the Company’s earnings release and the appendix to this presentation for further disclosure and reconciliation of non-GAAP financial measures. (As used herein, the term “GAAP” refers to generally accepted accounting principles in the U.S.) The information set forth in this presentation is qualified by reference to, and should be read in conjunction with, our Annual Report on Form 10-K for the fiscal year ended October 31, 2020, filed with the SEC on January 21, 2021, our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2021, filed with the SEC on March 16, 2021, and our earnings release for the first quarter ended January 31, 2021, filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 16, 2021. 2

FuelCell Energy: A Global Leader in Fuel Cell Technology – Operating Since 1969 Demand for Clean, Reliable Electricity Driving Adoption of Fuel Cell Technology TOTAL FY 2020 REVENUE BREAKDOWN2: $70.9M Service & License Advanced Technologies Generation Product High Visibility to Recurring Revenue 1 As of the year ended October 31, 2020, except employees which is as of 1/31/2021; 2 Percentages are % of FY20 revenue 3 --

Purpose Statement 4 Enable The World To Live A Life Empowered By Clean Energy

Today’s Messages Executing against project backlog Near completion on 8.8MW of new power platforms U.S. Navy base in Groton, CT Biogas project in San Bernardino, CA Began early-stage construction for 24.5MW of projects in Yaphank, NY, Derby, CT, and with Toyota at the Port of Long Beach, CA Subsequent to the end of the quarter, entered into power purchase agreement (“PPA”) for 2.8MW project in Derby, CT; expected to add $59.4M to backlog (not included in backlog as of 1/31/2021) Strengthening financial liquidity Completed underwritten common stock offering netting proceeds of approximately $156.4M Repaid in full $87.3M under the Orion Credit Agreement Repayment in full of $21.5M owed to Enbridge under the Series 1 Preferred Shares Cash, restricted cash and equivalents at quarter end totaled $209.6M Strengthening leadership position in sustainability Operating solid oxide electrolysis platform in Danbury, CT FuelCell Energy intends to be a key solutions provider addressing major global issues with our technology portfolio: 1) Distributed Generation, 2) Distributed Hydrogen, 3) Long-Duration Hydrogen Energy Storage and Power Generation as well as Electrolysis, and 4) Carbon Capture, Sequestration and Utilization (CCSU) FuelCell Project in San Bernardino, CA SureSourceTM 1.4 MW Location: San Bernardino Municipal Wastewater District | San Bernardino, CA 5

Q1 2021 Financial Performance

First Quarter of Fiscal 2021 Highlights Revenues decreased 9% to $14.9M Prior-year quarter included $4.0M in license revenue associated with the Joint Development Agreement (“JDA”) with ExxonMobil Research and Engineering Company (“EMRE”) Generation revenues decreased 10% to $4.9M as a result of temporary shut-down of several of the Bridgeport Fuel Cell Project plants for scheduled module exchanges Loss from operations of $(14.4)M compared to $(3.1)M Operating expenses increased to $10.8M from $6.4M Administrative and Selling expenses were impacted by higher non-cash stock-based compensation expense Prior-year quarter benefited from a legal settlement of $2.2M R&D expenses increased as a result of increased spending on hydrogen commercialization initiatives Net loss of $(46.0)M compared to $(40.2)M Adjusted EBITDA of $(7.4)M compared to $(0.2)M Executing Against Our Project Backlog 7 Winter 2020 Summer 2020 FuelCell Project with CMEEC SureSourceTM 7.4 MW Location: U.S. Navy Subbase | Groton, CT Current 7

First Quarter of Fiscal 2021 Financial Performance and Backlog 8 1 Refer to reconciliation in Appendix. Progressing Powerhouse Strategy to Drive Operational Excellence

Cash, Liquidity and Project Assets 9 1 As of 1/31/21, 2 Project assets consist of capitalized costs for fuel cell projects, and excludes accumulated depreciation Improved Liquidity with Increased Unrestricted Cash to Fund Projects in Development Improved Liquidity Total cash, restricted cash, and equivalents1 of $209.6M Completed equity offering during the quarter, resulting in net proceeds to the Company of $156.4M, facilitating: Extinguishment of all amounts owed under the Orion Energy Partners credit agreement Payoff of all amounts owed under terms of the Series 1 preferred shares Lower interest expense going forward Increased flexibility for project financing Lower required restricted cash obligations Elimination of dividends on the Series 1 preferred shares Growing Project Assets Total project assets2 grew to $197.5 as of January 31, 2021, reflecting progress made against project backlog Project Assets2 ($M) $190.6 $197.5 $160.0 $39.8 1/31/2021 1/31/2021

Operational Update Continued implementation of our Powerhouse Business Strategy is our major focus 10 Continuing progress against our project backlog Awaiting third-party interconnection ahead of completion of 8.8 MW of new power platforms U.S. Navy base in Groton, CT Biogas project in San Bernardino, CA Early-stage construction for 24.5 MW of projects Toyota Project in Long Beach CA LIPA Project in Yaphank, NY Utility Project in Derby, CT Advancing development of new technologies Successfully commenced operation and testing of a prototype solid oxide electrolysis hydrogen platform in Danbury, CT Continued to advance our joint research with EMRE on fuel cell carbon capture solutions FuelCell Project with Pfizer Two SureSourceTM 3000 2.8 MW platforms Location: Groton, CT

SureSource Enabled Microgrids Provide Power Resiliency in Any Weather Powering the Grid During Normal Operation and Disconnecting from Grid During a Disturbance 11 Customer: University of California, San Diego | Location: San Diego, CA Model: SureSource 3000 | Rated Output: 2.80 MW The 2.8 MW FuelCell Energy fuel cell platform is a one of several generators comprising the UCSD microgrid.  During grid outages, the microgrid automatically disconnects from the grid and remains directly connected to provide the required campus load demand. In addition to providing power to the facility microgrid, the fuel cell also supplies waste heat to drive an absorption chiller to provide chilled water to the campus. SureSource® fuel cells have proven stability and reliability in extreme heat and prolonged cold 1 High and low temperatures experienced at site locations during which electrical output did not deviate from designed performance specifications 2 Bolded microgrid installations mentioned in the article highlight FuelCell Energy installations (emphasis added by FuelCell Energy) University of California, San Diego “Several California microgrids stand out as world-class models. These include microgrids at the University of California, San Diego; Marine Corps Air Station (MCAS) Miramar, also in San Diego; the Santa Rita Jail in Alameda County; and the Kaiser Richmond Medical Center in Contra Costa County.” 2 - Microgrid Knowledge, October 11, 2019

Building on Multi-Featured Current Technology Strengths with Next-Gen Technologies Commercializing an Advanced Clean Energy Technology Portfolio 12

Providing Flexible Hydrogen Solutions for the Global Energy Transformation 13 BLUE HYDROGEN GRID HYDROGEN GREEN HYDROGEN Carbonate Platform Capture Solid Oxide Platform TRI-GEN REP TRI-GEN | REP

Hydrogen Generation: Solid Oxide Electrolysis Cell (SOEC) Technology Competitively Advantaged to Address Promising Market Opportunities for Hydrogen 14 Technological Advantages Compact, lightweight and scalable stack design Able to export internally produced CO2 from power generation Can operate with natural gas, biogas, or hydrogen fuel Can produce hydrogen through internal reforming and electrolysis Can alternate between fuel cell and electrolysis modes in hydrogen-based energy storage systems Our Expertise System currently operating at corporate office in Danbury, CT Developing a commercial model with funding from DOE Advanced manufacturing process utilizes proprietary designs and state-of-the-art manufacturing equipment Torrington production facility and Danbury corporate headquarters and R&D facility are ISO 9001:2015 certified

Powerhouse Business Strategy: Well Positioned for LT Growth and Value Creation Disciplined Plan to Strengthen Business, Maximize Operational Efficiencies and Position Us for Growth 15 Build a Durable Financial Foundation and Enhance Financial Results Drive Operational Excellence Penetrate Significant Market Opportunities Where We Can Win Transform Strengthen Grow Enhanced liquidity: Executed public offering of common stock and at-the-market sales of common stock, improving liquidity with net proceeds during fiscal 2020 of more than $170 million at an efficient cost of capital. Executed a public offering of common stock, with net proceeds during fiscal first quarter of 2021 of more than $156 million, further improving corporate liquidity Capital structure: Continue to enhance liquidity and deliver an overall lower cost of capital with a goal of creating a capital structure that provides for more efficient financing across our platforms and subsidiaries enabled by continued deployment of our projects, advancement of our technologies, and execution of our strategy Capital deployment: Making investments that further enhance performance, advance product commercialization, reduce costs and generate targeted return on our investments Operational excellence: Executing on our project backlog; lean resource management driving rational cost management across our business Optimization of core business: Capitalizing on our core technological strengths in key project markets including biofuels, microgrids, distributed hydrogen, and carbon separation and utilization Commercial excellence: Strengthening customer relationships and building a customer-centric reputation; building our sales pipeline by increasing focus on targeted differentiated applications, product sales and geographic market and customer segment expansion Innovation: Successfully delivering extended life stack modules; expanding commercialization of new technologies including proprietary gas treatment systems, advancing hydrogen and carbon capture, utilization, and sequestration Geographic and market expansion: Targeting growth opportunities in South Korea and across Asia, Europe, United States and the Middle East Largely Completed Began in 2020 with Ongoing Efforts 2021 and Beyond

Focusing on Profitable Growth Enabled by Strengthened Financial Position 16 FUTURE GOALS Positive EBITDA Positive Free Cash Flow Deliver Returns on Invested Capital Revenue growth from commercialization of our hydrogen and carbon capture platforms, and carbon separation and utilization applications 1 2 3 4 KEYS TO BUSINESS PLAN ACHIEVEMENT Execution on project backlog & achieving key milestones Winning new business around the world Continued cost control & efficient capital deployment Commercialization of our solid oxide platforms for stationary power, electrolysis / hydrogen production and long duration energy storage Commercialization of our carbon capture platform and carbon separation application 1 As compared to results for the fiscal year ended October 31, 2019. Long Term Targets and Goals Achieve Grid Parity Pricing 5

Key Investment Highlights 17 1 2 3 4 Strengthened balance sheet with liquidity to complete project backlog and accelerate commercialization of new technologies Leadership committed to project execution, achieving financial milestones, and delivering state-of-the-art fuel cell platforms to contribute to decarbonization and global climate change mitigation Innovative technology for clean, reliable and scalable distributed baseload power, distributed hydrogen, long-duration storage and carbon capture, separation and utilization Progressing on our path of execution to Transform, Strengthen and Grow the organization for long-term success 5 A Leader in Sustainability and Environmental Stewardship with our technology platform solutions

Q&A

Appendix

GAAP to Non-GAAP Reconciliation 20 These supplemental non-GAAP measures are provided to assist readers in determining operating performance. Management believes EBITDA and Adjusted EBITDA are useful in assessing performance and highlighting trends on an overall basis. Management also believes these measures are used by companies in the fuel cell sector and by securities analysts and investors when comparing the results of the Company with those of other companies. EBITDA differs from the most comparable GAAP measure, net loss attributable to the Company, primarily because it does not include finance expense, income taxes and depreciation of property, plant and equipment and project assets. Adjusted EBITDA adjusts EBITDA for stock-based compensation, restructuring charges and other unusual items such as the legal settlement recorded during the first quarter of fiscal 2020, which are considered either non-cash or non-recurring. While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these measures. The measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation. The Company’s non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP. Includes depreciation and amortization on our Generation portfolio of $4.4 million and $3.3 million for the three months ended January 31, 2021 and 2020, respectively. Other (income)/expense, net includes gains and losses from transactions denominated in foreign currencies, changes in fair value of derivatives, and other items incurred periodically, which are not the result of the Company’s normal business operations. The Company received a legal settlement of $2.2 million during the three months ended January 31, 2020, which was recorded as an offset to administrative and selling expenses.

FuelCell Energy Operating Portfolio and Project Backlog Overview 21 Refers to FCEL fiscal quarter (1) (1)

XML

Cover	Mar. 16, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 16, 2021
Entity File Number	1-14204
Entity Registrant Name	FUELCELL ENERGY, INC.
Entity Central Index Key	0000886128
Entity Tax Identification Number	06-0853042
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3 Great Pasture Road
Entity Address, City or Town	Danbury
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06810
City Area Code	203
Local Phone Number	825-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	FCEL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false