Form 8-K - Current report

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 11, 2025

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 11, 2025, FuelCell Energy, Inc. (the “Company”) issued a press release announcing its financial results and providing a business update as of and for the three months ended January 31, 2025. 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 11, 2025 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 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 11, 2025.

99.2		Investor Presentation, dated March 11, 2025.

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 11, 2025	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 99.1

FuelCell Energy Reports First Quarter of Fiscal 2025 Results

First Quarter Fiscal 2025 Summary

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

●Revenue of $19.0 million, compared to $16.7 million

●Gross loss of $(5.2) million compared to $(11.7) million

●Loss from operations of $(32.9) million compared with $(42.5) million

●Net loss per share was $(1.42) compared with $(1.37)

DANBURY, Conn., March 11, 2025 (GLOBE NEWSWIRE) -- FuelCell Energy, Inc. (NASDAQ: FCEL) today reported financial results for its first quarter ended January 31, 2025.

“We’ve made measurable strides since our global restructuring was announced early in the first fiscal quarter. Our cost-saving initiatives are already yielding positive outcomes, and our commitment to uncovering and capitalizing on growth opportunities is paying off,” said Jason Few, President and Chief Executive Officer. “Compared to the first quarter of last fiscal year, our revenue has grown while our expenses have declined, significantly narrowing our operating losses and accelerating our journey towards profitability. Looking ahead, we expect this quarter will be the low-water mark for our quarterly revenue for fiscal year 2025 based on our expected production and module shipment schedule, especially as it relates to our module deliveries to our customers in Korea.”

“We are excited to report concrete progress in our efforts to capture the growing data center market through our planned partnership with Diversified Energy Co. PLC and TESIAC to jointly form, capitalize and operate an acquisition development company, which was announced subsequent to the end of the quarter,” added Mr. Few. “We believe this collaborative partnership will meet the urgent need for power demanded by data centers across Virginia, West Virginia and Kentucky. In addition, our joint development agreement with Malaysia Marine and Heavy Engineering Sdn Bhd to collaborate on the co-development of large-scale electrolysis systems and technologies focused on E-fuels and decarbonizing petrochemicals across Asia, New Zealand and Australia marks another exciting milestone. Beyond these initiatives, we are making headway with the joint development of our carbon capture technology with ExxonMobil Technology and Engineering Company and have delivered our solid oxide electrolysis cell demonstration unit to the U.S. Department of Energy’s Idaho National Laboratory. Looking to the remainder of fiscal 2025, we see significant opportunity to boost both product and generation revenue, while maintaining cost controls and a steadfast commitment to operational excellence.”

Consolidated Financial Metrics


	Three Months Ended January 31,
(Amounts in thousands, except per share data)⁽¹⁾	2025	2024	Change
Total revenues	$18,997	$16,691	14%
Gross loss	(5,204)	(11,725)	(56%)
Loss from operations	(32,851)	(42,478)	(23%)
Net loss	(32,386)	(44,399)	(27%)
Net loss attributable to common stockholders	(29,126)	(20,593)	41%
Net loss per basic and diluted share	$ (1.42)	$ (1.37)	4%

EBITDA *	(22,905)	(33,879)	(32%)
Adjusted EBITDA *	$ (21,073)	$ (29,144)	(28%)

(1) All historic per share figures have been retroactively adjusted to reflect the Company’s reverse stock split that became effective on November 8, 2024.

* A reconciliation of non-GAAP measures EBITDA and Adjusted EBITDA is contained in the appendix to this press release.

First Quarter of Fiscal 2025 Results

(All comparisons are between first quarter of fiscal 2025 and first quarter of fiscal 2024 unless otherwise noted)

First quarter revenue of $19.0 million represents an increase of 14% from the comparable prior year quarter.

●

Product revenues were $0.1 million compared to no product revenue recognized for the comparable prior year period.

●

Service agreements revenues increased to $1.8 million from $1.6 million. The increase in service agreements revenues during the three months ended January 31, 2025 was primarily driven by revenue recognized under the Company’s long-term service agreement with Gyeonggi Green Energy Co., Ltd. (“GGE”) for GGE’s 58.8 MW fuel cell power plant platform in Hwasong-si, Korea. There were no module exchanges during either period presented.

●

Generation revenues increased to $11.3 million from $10.5 million. The increase reflects an increase in revenue of $1.7 million generated by the 14.0 MW Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut and both of which became operational in December 2023, partially offset by lower revenue from other plants due to lower output resulting from routine maintenance activities.

●

Advanced Technologies contract revenues increased to $5.7 million from $4.6 million. Advanced Technologies contract revenues recognized under our Joint Development Agreement with ExxonMobil Technology and Engineering Company (“EMTEC”) were approximately $1.2 million, revenues arising from the purchase order received from Esso Nederland B.V. (“Esso”), an affiliate of EMTEC and Exxon Mobil Corporation, related to the Rotterdam project were approximately $3.5 million and revenue recognized under government contracts and other contracts were approximately $1.0 million for the three months ended January 31, 2025. This compares to Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC of approximately $2.5 million, revenue recognized under the Esso purchase order of approximately $1.0 million and revenue recognized under government contracts and other contracts of approximately $1.1 million for the three months ended January 31, 2024.

Gross loss for the first quarter of fiscal 2025 totaled $(5.2) million, compared to a gross loss of $(11.7) million in the comparable prior year quarter. The decrease in gross loss for the first quarter of fiscal 2025 was primarily related to the lower cost of generation revenues during the first quarter of fiscal 2025 as the Company recorded a derivative gain of $1.8 million, as compared to a derivative loss of $(1.9) million in the first quarter of fiscal 2024 as a result of net settling certain natural gas purchases under the previous normal purchase normal sale contract designation. The lower cost of generation revenues was also a result of a reduction in the expensed construction costs related to the Toyota Project, which were $0.3 million in the first quarter of fiscal 2025, compared to $3.5 million in the first quarter of fiscal 2024 (which also included expensed gas costs).

Operating expenses for the first quarter of fiscal 2025 decreased to $27.6 million from $30.8 million in the first quarter of fiscal 2024. Administrative and selling expenses decreased to $15.0 million during the first quarter of fiscal 2025 from $16.4 million during the first quarter of fiscal 2024. The decrease in administrative and selling expenses is primarily due to lower compensation expense as a result of the recent restructuring actions.

Research and development expenses decreased to $11.1 million during the first quarter of fiscal 2025 compared to $14.4 million in the first quarter of fiscal 2024. The decrease in research and development expenses is primarily due to a decrease in spending on our ongoing commercial development efforts related to our solid oxide power generation and electrolysis platforms and carbon separation and carbon recovery solutions compared to the comparable prior year period, as well as a shift in engineering resource allocation toward supporting an increase in funded Advanced Technologies activities.

Net loss was $(32.4) million in the first quarter of fiscal 2025, compared to net loss of $(44.4) million in the first quarter of fiscal 2024.

Adjusted EBITDA totaled $(21.1) million in the first quarter of fiscal 2025, compared to Adjusted EBITDA of $(29.1) million in the first quarter of fiscal 2024. 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 quarter of fiscal 2025 was $(1.42), compared to $(1.37) in the first quarter of fiscal 2024. The increase in net loss per share is primarily due to the decreased net loss attributable to noncontrolling interest during the three months ended January 31, 2025 (compared to the net loss attributable to noncontrolling interest that benefitted the comparable prior year period), partially offset by a decrease in loss from operations. The net loss per common share for the three months ended January 31, 2025 benefited from the higher number of weighted average shares outstanding due to share issuances since January 31, 2024.

Restructuring and Operational Update

In November 2024, we announced a global restructuring of our operations in the U.S., Canada, and Germany that aims to significantly reduce operating costs, realign resources toward advancing the Company’s core technologies, and protect the Company’s competitive position amid slower-than-expected investments in clean energy. We believe that the restructuring plan will allow us to prioritize commercially available technologies to reflect changing market opportunities with an updated strategic plan. In connection with this restructuring plan, we expect to reduce operating costs by approximately 15% in fiscal year 2025, compared with fiscal year 2024. The restructuring plan included a reduction in our workforce of approximately 13%, or 75 employees, in November 2024 and includes reduced spending for product development, overhead and other costs.

Cash, Restricted Cash and Short-Term Investments

Cash and cash equivalents, restricted cash and cash equivalents, and short-term investments totaled $270.7 million as of January 31, 2025, compared to $318.0 million as of October 31, 2024. Of the $270.7 million as of January 31, 2025, unrestricted cash and cash equivalents totaled $98.1 million, short-term investments totaled $110.3 million and restricted cash and cash equivalents totaled $62.4 million. Of the $318.0 million total as of October 31, 2024, unrestricted cash and cash equivalents totaled $148.1 million, short-term investments totaled $109.1 million and restricted cash and cash equivalents totaled $60.8 million. Short-term investments represent the amortized cost of U.S. Treasury Securities outstanding and held by the Company as of January 31, 2025 and October 31, 2024.

“During the quarter, we utilized short term cash to build our inventory of modules to be shipped to Korea under our long-term service agreement with GGE, as well as inventory being safe harbored for U.S. projects,” said Mr. Michael Bishop, Executive Vice President, Chief Financial Officer and Treasurer. “We expect to recognize revenue from the module shipments to GGE in fiscal 2025 and 2026. In the fourth quarter of fiscal 2024, we were able to arrange working capital financing from the Export-Import Bank of the United States to support certain obligations under our long-term service agreement with GGE, and we remain focused on finding similar supportive capital structures as we execute on our growth strategy.”

During the three months ended January 31, 2025, approximately 0.7 million shares of the Company’s common stock were sold under the Company’s Open Market Sale Agreement, as amended, at an average sale price of $9.19 per share, resulting in gross proceeds of approximately $6.3 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $5.9 million after deducting sales commissions and fees totaling approximately $0.4 million.

Backlog



	As of January 31,
(Amounts in thousands)	2025	2024	Change
Product	$ 111,211	$ 0	$111,211
Service	172,326	140,361	31,965
Generation	997,397	861,579	135,818
Advanced Technologies	31,566	23,354	8,212
Total Backlog	$1,312,500	$ 1,025,294	$287,206

As of January 31, 2025, backlog increased by approximately 28.0% to $1.31 billion, compared to $1.03 billion as of January 31, 2024, in part, as a result of the long-term service agreement entered into with GGE (the “GGE Agreement”) during the third quarter of fiscal year 2024. Backlog for the GGE Agreement has been allocated between product backlog and service backlog. Product backlog is being, and will be, recognized as revenue as the Company completes commissioning of the replacement modules. Under the GGE Agreement, commissioning of the first six 1.4-MW replacement fuel cell modules was completed in the fourth quarter of fiscal year 2024. An additional 30 1.4-MW replacement fuel cell modules are expected to be commissioned throughout the course of calendar year 2025, and the remaining six 1.4-MW replacement fuel cell modules are expected to be commissioned in the first half of calendar year 2026. Service backlog is being, and will be, recognized as revenue as the Company performs service at the GGE site over the term of the GGE Agreement. Backlog also increased as a result of entering into a 20-year power purchase agreement for a 7.4 MW fuel cell power plant that the Company will build in Hartford, CT. This power purchase agreement has added approximately $167.4 million in backlog.

Backlog represents definitive agreements executed by the Company and our customers. Projects for which we have an executed power purchase agreement (“PPA”) or hydrogen power purchase agreement (“HPPA”) are included in generation backlog, which represents future revenue under long-term PPAs and HPPAs. The Company’s ability to recognize revenue in the future under a PPA or HPPA is subject to the Company’s completion of construction of the project covered by such PPA or HPPA. Should the Company not complete the construction of the project covered by a PPA or HPPA, it will forgo future revenues with respect to the project and may incur penalties and/or impairment charges related to the project. Projects sold to customers (and not retained by the Company) are included in product sales and service agreements backlog, and the related generation backlog is removed upon sale. Together, the service and generation portion of backlog had a weighted average term of approximately 16 years as of January 31, 2025, with weighting based on the dollar amount of backlog and utility service contracts of up to 20 years in duration at inception.

Conference Call Information

FuelCell Energy will host a conference call today beginning at 10:00 a.m. ET to discuss first quarter of fiscal year 2025 results as well as key business highlights. Participants can access the live call via webcast on the Company’s 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 located under the

“Our Company” pull-down menu, proceed to the “Events & Presentations” page and then click on the “Webcast” link listed under the March 11th earnings call event, or click here.

●

Alternatively, participants can dial 888-330-3181 and state FuelCell Energy or the conference ID number 1099808.

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 regarding future events or our future financial performance that involve certain contingencies and uncertainties. The 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 current and future fuel cell technologies, the expected timing of completion of the Company’s ongoing projects, the Company’s business plans and strategies, the implementation, effect, and potential impact of the Company’s restructuring plan, the Company’s plan to reduce operating costs, the capabilities of the Company’s products, and the markets in which the Company expects to operate. Projected and estimated numbers contained herein are not forecasts and may not reflect actual results. These forward-looking statements are not guarantees of future performance, and 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: general risks associated with product development and manufacturing; general economic conditions; changes in interest rates, which may impact project financing; supply chain disruptions; changes in the utility regulatory environment; changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power plants configured for carbon capture or carbon separation; potential volatility of commodity prices that may adversely affect our projects; availability of government subsidies and economic incentives for alternative energy technologies; our ability to remain in compliance with U.S. federal and state and foreign government laws and regulations; our ability to maintain compliance with the listing rules of The Nasdaq Stock Market; rapid technological change; competition; the risk that our bid awards will not convert to contracts or that our contracts will not convert to revenue; market acceptance of our products; changes in accounting policies or practices adopted voluntarily or as required by accounting principles generally accepted in the United States; factors affecting our liquidity position and financial condition; government appropriations; the ability of the government and third parties to terminate their development contracts at any time; the ability of the government to exercise “march-in” rights with respect to certain of our patents; our ability to successfully market and sell our products internationally; delays in our timeline for bringing commercially viable products to market; our ability to develop additional commercially viable products; our ability to implement our strategy; our ability to reduce our levelized cost of energy and deliver on our cost reduction strategy generally; our ability to protect our intellectual property; litigation and other proceedings; the risk that commercialization of our new products will not occur when anticipated or, if it does, that we will not have adequate capacity to satisfy demand; our need for and the availability of additional financing; our ability to generate positive cash flow from operations; our ability to service our long-term debt; our ability to increase the output and longevity of our platforms and to meet the performance requirements of our contracts; our ability to expand our customer base and maintain relationships with our largest customers and strategic business allies; the risk that our restructuring plan and workforce reduction will not result in the intended benefits or savings; the risk that our restructuring plan and workforce reduction will result in unanticipated costs; and our ability to reduce operating costs, as well as other risks set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024. 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 contained herein 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): FuelCell Energy is a global leader in delivering environmentally responsible distributed baseload energy platform solutions through our proprietary fuel cell technology. FuelCell Energy is focused on advancing sustainable clean energy technologies that address some of the world’s most critical challenges around energy access, security, resilience, reliability, affordability, safety and environmental stewardship. 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 industrial and commercial businesses, utilities, governments, municipalities, and communities.

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

FUELCELL ENERGY, INC.

Consolidated Balance Sheets

(Unaudited)

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





		January 31, 2025		October 31, 2024
ASSETS
Current assets:
Cash and cash equivalents, unrestricted	$	98,070	$	148,133
Restricted cash and cash equivalents – short-term		12,627		12,161
Investments – short-term		110,298		109,123
Accounts receivable, net		9,242		11,751
Unbilled receivables		41,881		36,851
Inventories		125,755		113,703
Other current assets		13,365		12,736
Total current assets		411,238		444,458

Restricted cash and cash equivalents – long-term		49,725		48,589
Inventories – long-term		2,743		2,743
Project assets, net		236,693		242,131
Property, plant and equipment, net		135,251		130,686
Operating lease right-of-use assets, net		7,980		8,122
Goodwill		4,075		4,075
Intangible assets, net		14,455		14,779
Other assets		45,375		48,541
Total assets ⁽¹⁾	$	907,535	$	944,124
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	16,886	$	15,924
Current portion of operating lease liabilities		798		807
Accounts payable		18,445		22,585
Accrued liabilities		23,553		30,362
Deferred revenue		5,192		4,226
Total current liabilities		64,874		73,904
Long-term deferred revenue		3,077		3,010
Long-term operating lease liabilities		8,691		8,894
Long-term debt and other liabilities		125,797		130,850
Total liabilities ⁽¹⁾		202,439		216,658

Redeemable Series B preferred stock (liquidation preference of $64,020 as of January 31, 2025 and October 31, 2024)		59,857		59,857
Total equity:
Stockholders’ equity: Common stock ($0.0001 par value); 1,000,000,000 shares authorized as of January 31, 2025 and October 31, 2024; 21,143,772 and 20,375,932 shares issued and outstanding as of January 31, 2025 and October 31, 2024, respectively)		2		2
Additional paid-in capital		2,306,879		2,300,031
Accumulated deficit		(1,669,876)		(1,641,550)
Accumulated other comprehensive loss		(1,793)		(1,561)
Treasury stock, Common, at cost (19,583 and 12,543 shares as of January 31, 2025 and October 31, 2024, respectively)		(1,268)		(1,198)
Deferred compensation		1,268		1,198
Total stockholders’ equity		635,212		656,922
Noncontrolling interests		10,027		10,687
Total equity		645,239		667,609
Total liabilities, redeemable Series B preferred stock and total equity	$	$907,535	$	944,124

(1)

As of January 31, 2025 and October 31, 2024, the combined assets of the variable interest entities (“VIEs”) were $317,632 and $311,723, respectively, that can only be used to settle obligations of the VIEs. These assets include cash of $2,388, accounts receivable of $179, unbilled accounts receivable of $11,053, operating lease right of use assets of $1,658, other current assets of $144,873, restricted cash and cash equivalents of $734, project assets of $153,569 and other assets of $3,178 as of January 31, 2025, and cash of $2,891, accounts receivable of $674, unbilled accounts receivable of $9,479, operating lease right of use assets of $1,663, other current assets of $135,756, restricted cash and cash equivalents of $639, project assets of $157,604 and other assets of $3,018 as of October 31, 2024. The combined liabilities of the VIEs as of January 31, 2025 include short-term operating lease liabilities of $204, accounts payable of $186,240, accrued liabilities of $405, long-term operating lease liability of $2,138, derivative liability of $2,109 and other non-current liabilities of $287 and, as of October 31, 2024, include short-term operating lease liabilities of $204, accounts payable of $181,274, accrued liabilities of $341, deferred revenue of $20, derivative liabilities of $3,693, long-term operating lease liability of $2,142 and other non-current liabilities of $240.

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,
	2025		2024
Revenues:
Product	$	72	$	-
Service		1,848		1,617
Generation		11,346		10,493
Advanced Technologies		5,731		4,581
Total revenues		18,997		16,691
Costs of revenues:
Product		3,036		2,391
Service		1,668		1,888
Generation		15,294		20,894
Advanced Technologies		4,203		3,243
Total costs of revenues		24,201		28,416
Gross loss		(5,204)		(11,725)
Operating expenses:
Administrative and selling expenses		15,030		16,400
Research and development expenses		11,081		14,353
Restructuring		1,536		-
Total costs and expenses		27,647		30,753
Loss from operations		(32,851)		(42,478)
Interest expense		(2,607)		(2,338)
Interest income		2,388		4,067
Other (income) expense, net		684		(3,650)
Loss before provision for income taxes		(32,386)		(44,399)
Provision for income taxes		-		-
Net loss		(32,386)		(44,399)
Net loss attributable to noncontrolling interest		(4,060)		(24,606)
Net loss attributable to FuelCell Energy, Inc.		(28,326)		(19,793)
Series B preferred stock dividends		(800)		(800)
Net loss attributable to common stockholders	$	(29,126)	$	(20,593)
Loss per share basic and diluted:
Net loss per share attributable to common stockholders	$	(1.42)	$	(1.37)
Basic and diluted weighted average shares outstanding		20,501,663		15,054,568

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 non-GAAP measures of operations and operating performance by the Company.

These supplemental non-GAAP measures are provided to assist readers in assessing 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, non-cash (gain) loss on derivative instruments and other unusual items, 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)	2025	2024
Net loss	$ (32,386)	$ (44,399)
Depreciation and amortization ⁽¹⁾	9,946	8,599
Provision for income taxes	-	-
Other (income) expense, net ⁽²⁾	(684)	3,650
Interest income	(2,388)	(4,067)
Interest expense	2,607	2,338
EBITDA	$ (22,905)	$ (33,879)
Stock-based compensation expense	2,142	2,876
Unrealized (gain) loss on natural gas contract derivative assets ⁽³⁾	(1,846)	1,859
Restructuring	1,536	-
Adjusted EBITDA	$ (21,073)	$ (29,144)

(1)	Includes depreciation and amortization on our Generation portfolio of $8.0 million and $6.8 million for the three months ended January 31, 2025 and 2024, respectively.

(2)	Other (income) expense, net includes gains and losses from transactions denominated in foreign currencies, interest rate swap income earned from investments and other items incurred periodically, which are not the result of the Company’s normal business operations.

(3)

The Company recorded a mark-to-market net (gain) loss of ($1.8) million and $1.9 million for the three months ended January 31, 2025 and 2024, respectively, related to natural gas purchase contracts as a result of net settling certain natural gas purchases under previous normal purchase normal sale contract designations, which resulted in a change to mark-to-market accounting. These gains and losses are classified as Generation cost of sales.

Exhibit 99.2

First Quarter of Fiscal Year 2025 Financial Results & Business Update Exhibit 99.2

© 2025 FuelCell Energy 2 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events or our future financial performance that involve certain contingencies and uncertainties. The forward-looking statements include, without limitation, statements with respect to the anticipated financial results and statements regarding the plans and expectations regarding the continuing development, commercialization and financing of its current and future fuel cell technologies, the expected timing of completion of the ongoing projects, the expected timing of module replacements, the business plans and strategies, the capacity expansion, the capabilities of the products, and the markets in which the Company expects to operate. Projected and estimated numbers contained herein are not forecasts and may not reflect actual results. These forward-looking statements are not guarantees of future performance, and 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: general risks associated with product development and manufacturing; general economic conditions; changes in interest rates, which may impact project financing; supply chain disruptions; changes in the utility regulatory environment; changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power plants configured for carbon capture or carbon separation; potential volatility of commodity prices that may adversely affect our projects; availability of government subsidies and economic incentives for alternative energy technologies; risks that our restructuring plan will not result in the intended benefits or savings or will result in unanticipated costs, including but not limited to additional charges and/or higher than expected costs; our ability to remain in compliance with U.S. federal and state and foreign government laws and regulations; our ability to maintain compliance with the listing rules of The Nasdaq Stock Market; rapid technological change; competition; the risk that our bid awards will not convert to contracts or that our contracts will not convert to revenue; market acceptance of our products; changes in accounting policies or practices adopted voluntarily or as required by accounting principles generally accepted in the United States; factors affecting our liquidity position and financial condition; government appropriations; the ability of the government and third parties to terminate their development contracts at any time; the ability of the government to exercise - rights with respect to certain of our patents; our ability to successfully market and sell our products internationally; our ability to develop additional commercially viable products; our ability to implement our strategy; our ability to reduce our levelized cost of energy and deliver on our cost reduction strategy generally; our ability to protect our intellectual property; litigation and other proceedings; the risk that commercialization of our new products will not occur when anticipated or, if it does, that we will not have adequate capacity to satisfy demand; our need for and the availability of additional financing; our ability to generate positive cash flow from operations; our ability to service our long-term debt; our ability to increase the output and longevity of our platforms and to meet the performance requirements of our contracts; and our ability to expand our customer base and maintain relationships with our largest customers and strategic business allies, as well as other risks set forth in the filings with the Securities and Exchange Commission including the Annual Report on Form 10-K for the fiscal year ended October 31, 2024. 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 contained herein to reflect any change in the 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 earnings release and the appendix to this presentation for further disclosure and reconciliation of non-GAAP financial measures. (As used herein, the term 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, 2024, filed with the SEC on December 27, 2024, our Quarterly Report on Form 10-Q for the quarter ended January 31, 2025, filed with the SEC on March 11, 2025, and our earnings release for the first quarter of fiscal year 2025, filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 11, 2025. Safe Harbor Statement

© 2025 FuelCell Energy 3 A global leader in electrochemical technology 1,2 Who we are 188 3 Modules in Commercial Operation 3 Continents FCEL HQ 1 Patents held by FuelCell Energy, Inc., and our subsidiary Versa Power Systems, Inc. 2 As of January 31, 2024. 3 As of January 31, 2024; certain sites have multiple platforms. As an example, our 14 MW Derby, CT project site has five SureSource 3000 platforms containing a total of ten modules. U.S. patents and patents pending covering our fuel cell technology Years of proven utility-scale distributed power generation 208 491 22 Patents and patents pending in other jurisdictions covering our fuel cell technology Million MWh generated 16 with patented technology Listing: NASDAQ Danbury, Connecticut FuelCell Energy is a clean technology and manufacturing company dedicated to improving energy efficiency, resilience and security with low-to-zero carbon solutions. FuelCell Energy Snapshot

© 2025 FuelCell Energy 4 2 4 3 1 5 Strategic announcements subsequent to quarter end: Planned Partnership with Diversified Energy for large-scale deployment of carbonate fuel cells for datacenter applications and joint development agreement with MMHE for co-development of large-scale electrolyzers Announced in January 2025 the 7.4MW project to be constructed in Hartford, CT; Continued site civil construction with Ameresco for the Sacramento Sewer District microgrid biofuel project Advanced demonstration projects including module manufacturing for Exxon Rotterdam demonstration project; Completed delivery of Idaho National Laboratory solid oxide electrolysis (SOEC) demonstration unit Advanced production of GGE replacement modules slated to ship later in 2025 and 2026 Managed costs effectively, following through with restructuring plans announced in November 2024 New signage at the construction site of the carbon capture demonstration project with Esso Nederland in Rotterdam, The Netherlands Key Messages

© 2025 FuelCell Energy Powerhouse Business Strategy 5 Focus Scale Innovate Our Existing Platform to Support Growth Significant Market Opportunities • Streamline business operations • Optimize the core business • Drive commercial excellence, including building our sales pipeline For the Future • Continue product innovations, including carbon capture and carbon recovery • Deepen participation in the developing hydrogen ecosystem • Diversify our revenue streams by delivering products and services that support the global energy transition • Invest in commercialization • Extend process leadership • Strengthen our team • Expand geographically

© 2025 FuelCell Energy Collaboration to Power Data Centers Using Coal Methane 7 • Expected to provide on-site, continuous and scalable power generation, securing data center uptime even in volatile market conditions. • Projects expected to address energy needs for data centers by providing a baseload supply of power within 18-24 months. • Anticipated innovative capital structuring expected to enable rapid deployment. • Power from fuel cells will drastically reduce the future carbon footprint. • Projects expected to create regional jobs and economic benefits. Diversified Energy, FuelCell Energy, and TESIAC announced a strategic partnership intended to address the urgent energy needs of data centers by supplying as much as 360 megawatts of electricity to locations in Virginia, West Virginia and Kentucky. Info Graphic

© 2025 FuelCell Energy 9 Collaboration to support a Detailed Feasibility Study • Low-carbon fuel production facility to use SOEC technology with carbon dioxide and water as feedstocks in Malaysia • KBR LLC will provide its proprietary low-carbon fuel synthesis technology Will bring together modular solutions to support rapid deployment of commercial hydrogen production • FuelCell Energy • MMHE -scale fabrication Affirming our commitment to advancing green energy solutions • Supports global decarbonization and energy transition goals • -zero carbon emissions by 2050, while advancing its national hydrogen value chain Note: Malaysia Marine and Heavy Engineering Sdn Bhd (MMHE) is a wholly owned subsidiary of Malaysia Marine and Heavy Engineering Holdings Berhad (KLSE: MHB) Collaboration to co-develop large-scale H2 production systems and technologies across Asia, New Zealand, and Australia Malaysia Marine and Heavy Engineering (MMHE) JDA

© 2025 FuelCell Energy Development and Operational Updates 10 Commercial Deployment US • Microgrid biogas project delivery of modules to Sacramento Sewer District for Ameresco complete • 7.4 MW project to be built in Hartford, CT announced in January 2025; adds ~$167 million of generation revenue to backlog Korea GGE Update • 6 modules delivered in the fourth quarter and commissioned in the first quarter • 36 remaining modules to be manufactured and delivered • Currently in manufacturing • Remaining 2025 module deliveries expected to be delivered in the 2H-2025 • Balance of the modules expected to be delivered in 2026 Product Development • Carbon capture: Module production for the carbon capture and storage project at the Port of Rotterdam is complete pending commissioning; expected to ship mid-2025 • 2025 Joint Development Agreement activity positioned to advance commercialization of carbon capture Carbon Recovery platform located in Torrington, CT Carbon Capture module in Torrington, CT being prepared for shipment to Rotterdam • Carbon recovery: Construction completed, and commissioning and preliminary testing is ongoing for carbon recovery platform • Key step for prospective customers to be able to sample the CO2 • Electrolyzer: First at-scale fully-integrated electrolyzer system arrived at Idaho National Laboratory and is currently being installed for demonstration

© 2025 FuelCell Energy Q1 Fiscal 2025 Financial Performance 12 (1) Reconciliation of Adjusted EBITDA to most directly comparable GAAP financial measure is included in the appendix (2) Historic per share information reflects the impact of the reverse stock split implemented on November 8, 2024 (3) The $270.7M balance is comprised of $98.1M of Unrestricted Cash and Cash Equivalents, $110.3M of Short-Term investments, and $62.4M of Restricted Cash and Cash Equivalents Total cash and short-term investment position (includes restricted cash and cash equivalents) 3 $270.7M as of January 31, 2025 (Amounts in millions, except per share amounts) Q1 2025 Q1 2024 Total revenue $19.0 $16.7 Loss from Operations $(32.9) $(42.5) Net loss attributable to common stockholders $(29.1) $(20.6) Net loss per share attributable to common stockholders 2 $(1.42) $(1.37) 2 Adjusted EBITDA 1 $(21.1) $(29.1)

© 2025 FuelCell Energy Q1 Fiscal 2025 Financial Performance and Backlog 13 Revenue Breakdown ($M) Q1 2025 Total Revenue: $19.0 million 0% 10% 60% 30% Product Service Generation Advanced Technologies $0.1 $1.8 $11.3 $5.7 $0.14 $0.17 $0.86 $1.00 $0.02 $0.03 $0.11 Q1 2024 Q1 2025 Service Generation Adv. Tech. Product $1.31 $1.03 Gross Loss and Operating Expenses ($M) $(11.7) $(5.2) $(30.8) $(27.6) Q1 2024 Q1 2025 Backlog ($B) Gross Loss Operating Expenses

© 2025 FuelCell Energy Cash and Liquidity 14 Our liquidity position has enabled us to execute on our strategic initiatives through investment in manufacturing and R&D • $270.7M in total cash (including restricted cash and equivalents) and short-term investments as of 1/31/2025 • Sale of ~0.7 million shares of common stock during the 1st quarter resulted in gross proceeds of ~$6.3 million 1 Focused on cash management including significant reductions in operating costs Short-term cash used to build out inventory in support of GGE order and to safe harbor U.S. project opportunities Liquidity to fund projects in development and commercialization activities 297.5 98.1 148.1 98.1 110.3 109.1 110.3 51.3 62.4 60.8 62.4 1/31/24 1/31/25 10/31/24 1/31/25 Cash and Equivalents & Short-Term Treasury Securities ($M) Restricted Short-term Investments in U.S. Treasury Securities Unrestricted $348.8 $270.7 $270.7 Year-over-Year Sequential Quarters $318.0 1. Net proceeds to the Company of approximately $5.9 million after deducting sales commissions and fees totaling approximately $0.4 million.

© 2025 FuelCell Energy GAAP to Non-GAAP Reconciliation 17 1) (1) Includes depreciation and amortization on our Generation portfolio of $8.0 million and $6.8 million for the three months January 31, 2025 and 2024, respectively 2) (2) Other (income) expense, net includes gains and losses from transactions denominated in foreign currencies, interest rate swap income earned from investments and other items incurred periodically, which are not the result of the normal business operations. 3) (3) The Company recorded a mark-to-market net (gain) loss of ($1.8) million and $1.9 million for the three months ended January 31, 2025 and 2024, respectively, related to natural gas purchase contracts as a result of net settling certain natural gas purchases under previous normal purchase normal sale contract designations, which resulted in a change to mark-to-market accounting. These gains and losses are classified as Generation cost of sales. The following table calculates EBITDA and Adjusted EBITDA and reconciles these figures to the GAAP financial statement measure Net loss Financial results are presented in accordance with accounting principles generally accepted in the United States . Management also uses non-GAAP measures to analyze and make operating decisions on the business. Earnings before interest, taxes, depreciation and amortization and Adjusted EBITDA are non-GAAP measures of operations and operating performance by the Company. These supplemental non-GAAP measures are provided to assist readers in assessing 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, non-cash (gain) loss on derivative instruments and other unusual items, 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 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 consolidated financial statements prepared in accordance with GAAP. Three Months Ended January 31, (Amounts in thousands) 2025 2024 Net loss $ (32,386) $ (44,399) Depreciation and amortization (1) 9,946 8,599 Provision for income taxes - - Other (income) expense, net (2) (684) 3,650 Interest income (2,388) (4,067) Interest expense 2,607 2,338 EBITDA $ (22,905) $ (33,879) Stock-based compensation expense 2,142 2,876 Unrealized (gain) loss on natural gas contract derivative assets (3) (1,846) 1,859 Restructuring 1,536 - Adjusted EBITDA $ (21,073) $ (29,144)

© 2025 FuelCell Energy Global Restructuring Plan 18 (1) As compared with fiscal year 2024 Realigning resources toward advancing core technologies • Prioritizing commercially available technologies to reflect changing market opportunities with an updated strategic plan • Continuing to pursue strategies for CO2 recovery for food and beverage and industrial uses, along with differentiated joint carbon capture platform development Offering solutions that can deliver power swiftly to meet the increasing power demand • Expanding manufacturing capabilities for molten carbonate technology to enable distributed power solutions • Adding resources necessary to support growing Korean customer base • Targeting a manufacturing run-rate for fiscal year 2025 at or above the fiscal year 2024 level Focusing on topline revenue growth and future profitability • -than-expected investments in clean energy • Working to reduce total operating costs by ~15% in fiscal year 20251 , including lower spending on product development and overhead Reiterating confidence in market potential for solid oxide technology to deliver electrolysis and power generation • Seeking to develop additional partnerships for solid oxide technology to meet market demand for multi-megawatt implementations • Expecting to demonstrate our solid oxide electrolyzer at Idaho National Laboratory in early calendar 2025, which we will provide important third-party validation of performance data Focusing Core Technologies on Distributed Power Generation, Grid Resiliency, and Data Center Growth

© 2025 FuelCell Energy 19 $6.4 $21.1 $39.3 $47.7 $20-$25 FY2021 FY2022 FY2023 FY2024 FY2025E $11.3 $34.5 $61.0 $55.4 $40-$45 FY2021 FY2022 FY2023 FY2024 FY2025E Capital Expenditures Expand manufacturing capacity Target Range: $20M to $25M • Calgary, Canada • Continued solid oxide production capacity expansion • Torrington, CT • Completion of carbon recovery test unit R&D Expenditures Accelerate Commercialization of Advanced Technologies Solutions Target Range: $40M to $45M • Continued improvement of fuel cell stack design and life • Enhance our solid oxide module design to enhance our ability to compete for large-scale infrastructure projects • Advancing commercial demonstrations of carbon capture and carbon recovery platforms FY25 Investment Targets

© 2025 FuelCell Energy 20 Completed a multi-year fleet upgrade • Replaced ~30 MW of modules over the past 3 years in our service business Have entered a lighter module replacement cycle based on deployment of longer stack life modules Additional opportunities for LTSAs exist in Korea with current Korea Fuel Cell customers Note: Quarters shown are fiscal quarters for fiscal years ending January 31st * The planned replacement will involve installing a used module from inventory Projects with LTSA Size of Plant (MW) Module Restack Quantity Est. Date of Next Module Restack Pepperidge Farm - 1 1.4* 1 Q2-2025 United Illuminating - New Haven 2.8 2 Q2-2025 City of Tulare 2.8 2 Q3-2026 United Illuminating - Seaside 2.8 2 Q1-2026 United Illuminating - Glastonbury 2.8 2 Q1-2027 E.ON - Friatec 1.4 1 Q1-2027 E.ON - Radisson 0.4 1 Q1-2028 Pepperidge Farm - 2 1.4 1 Q3-2028 KOSPO 2.5 2 Q3-2028 University of Bridgeport 1.4 1 Q3-2028 KOSPO 2.5 2 Q3-2029 United Illuminating - Woodbridge 2.2 2 Q1-2030 KOSPO 2.5 2 Q1-2030 KOSPO 10 4 Q2-2030 Trinity College 1.4 1 Q3-2030 KOSPO 2.5 2 Q3-2030 Noeul Green Energy 20 16 Q1-2030 Total under LTSA 60.8 45 Service Business Profile for Module Replacement

© 2025 FuelCell Energy FuelCell Energy Owned U.S. Operating Portfolio Overview 21 On-Balance Sheet Generation Operating Portfolio as of January 31, 2025 1 ct to the Groton Project which did not achieve its design rated output of 7.4 MW until December 2023 2 Quarters for Actual Commercial Operation Date refer to FuelCell Energy fiscal quarters Riverside Regional Water Quality Control Plant Pfizer, Inc. Santa Rita Jail Bridgeport Fuel Cell Project Tulare BioMAT San Bernardino LIPA Yaphank Project Groton Project Toyota Derby - CT RFP-2 Derby (SCEF) CCSU (CT University) City of Riverside (CA Municipality) Pfizer, Inc. Alameda County, California Connecticut Light and Power (CT Utility) Southern California Edison (CA Utility) San Bernardino Municipal Water Dept. PSEG/LIPA, LI NY (Utility) CMEEC (CT Electric Co-op) Southern California Edison, Toyota Eversource/United Illuminating (CT Utilities) Eversource/United Illuminating (CT Utilities) New Britain, CT Riverside, CA Groton, CT Dublin, CA Bridgeport, CT Tulare, CA San Bernardino, CA Long Island, NY Groton, CT Los Angeles, CA Derby, CT Derby, CT 1.4 1.4 5.6 1.4 14.9 2.8 1.4 7.4 7.4 2.3 14.0 2.8 15 20 20 20 15 20 20 20 20 20 20 20 62.8 Project Name Power Off-Taker Location Rated Capacity(1) (MW) Actual Commercial Operation Date (2) PPA Term (Years) Total MW Operating

Document and Entity Information	Mar. 11, 2025
Cover [Abstract]
Entity Registrant Name	FUELCELL ENERGY, INC.
Entity Central Index Key	0000886128
Document Type	8-K
Document Period End Date	Mar. 11, 2025
Amendment Flag	false
Entity Emerging Growth Company	false
Entity File Number	1-14204
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-0853042
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
Security Exchange Name	NASDAQ
Trading Symbol	FCEL

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