EX-99.2 3 fcel-20231219xex99d2.htm EX-99.2
Exhibit 99.2

| 19 December 2023 Fourth Quarter and Fiscal Year 2023 Financial Results & Business Update Exhibit 99.2

| © 2023 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, including those discussed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023, in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of . 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 business plans and strategies, the sales pipeline and future sales expectations, the capacity expansion 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 and 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 new products to achieve our long-term revenue targets; 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; 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 our capital budgets and investment plans, and impacts on the demand for our products, 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, 2023. 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, 2023, filed with the SEC on December 19, 2023, and our earnings release for the fourth quarter and full fiscal year ended October 31, 2023, filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 19, 2023. Safe Harbor Statement

| © 2023 FuelCell Energy 3 FuelCell Energy Snapshot What we do A global leader in electrochemical technology 1,2 Enable a world empowered by clean energy Who we are ~600 1969 188 3 Employees Modules in Commercial Operation 3 Founded Continents Listing: FCEL NASDAQ HQ Danbury, Connecticut 1 Patents held by FuelCell Energy, Inc., and our subsidiary Versa Power Systems, Inc. 2 As of October 31, 2023. 3 As of December 2023; 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 covering our fuel cell technology U.S. patents pending 163 368 43 patents in other jurisdictions covering our fuel cell technology patents pending in 124 other jurisdictions Our purpose:

| © 2023 FuelCell Energy 4 Maintaining strong balance sheet and disciplined capital allocation 2 4 3 Continued execution on large projects and solid oxide capacity expansion 1 Progressing our growth plans, including advancing technology development, scaling our operations, and building our commercial relationships 5 Focusing on expanding markets, including Korea, and broader platform applications Key Messages Achieved technical readiness and joint announcement of plans to move forward with Rotterdam carbon capture project with ExxonMobil

| © 2023 FuelCell Energy Q4 and Fiscal Year 2023 Financial Performance 5

| © 2023 FuelCell Energy 6 Total revenue Net loss Net loss per share attributable to common stockholders Adjusted EBITDA 1 $22.5 $(29.5) $(0.07) $(30.8) $39.2 $(42.0) $(0.11) $(36.1) Q4 and Fiscal Year 2023 Financial Performance Q4 2023 Q4 2022 Total cash and short-term investment position (includes restricted cash) $403.3 as of October 31, 2023 2 (2)The $403.3M balance is comprised of $250.0M of Unrestricted Cash, $103.8M of Short-term Investments and $49.6M of Restricted Cash (1) Reconciliation of Adjusted EBITDA to most directly comparable GAAP financial measure is included in the appendix $123.4 $(108.1) $(0.26) $(102.9) $130.5 $(147.2) $(0.38) $(91.7) FY 2023 FY 2022 (Amounts in millions, except per share amounts)

| © 2023 FuelCell Energy $0.114 $0.141 $0.944 $0.872 $0.023 $0.015 $0.009 Q4 2022 Q4 2023 $1.090 $1.028 Gross Loss and Operating Expenses ($M) Q4 Fiscal 2023 Financial Performance and Backlog Q4 2022 Q4 2023 Backlog as of October 31 ($B) Gross Loss Operating Expenses Service Generation Adv. Tech. Product Q1-2023 Total Revenue: $37.1M Revenue Breakdown ($M) Q4 2023 Total Revenue: $22.5M 47% 38% 19% Product Generation Advanced Technologies 7 $10.5 $8.5 $4.3 Note: Chart excludes Service Revenue of $(0.8)M $(15.2) $(1.5) $(27.5) $(35.0) 4Q22 4Q23

| © 2023 FuelCell Energy 8 Cash Balance • $403.3M1 in unrestricted cash, restricted cash and equivalents and short-term investments Capital Raising Activities • Entered into project financing facilities, with total gross proceeds of ~$100.5M during fiscal year 2023 • Raised ~$97.4M in net proceeds from sale of shares during fiscal year 2023 • Tax equity transactions yielded ~$7.3M of net proceeds • Generated ~$15.8M in interest income during fiscal year 2023 through money market investments and U.S. Treasury securities, up $12.4M from fiscal year 2022 Capital Allocation • Disciplined approach to capital allocation and cash management Project Assets2 • $304.3M in project assets reflects progress in completing projects in backlog 1 As of 10/31/2023 2 Project assets consist of capitalized costs for fuel cell projects and excludes accumulated depreciation. Net of depreciation, project assets totaled $258.1 million as of 10/31/2023. $149.9 $432.2 $458.1 $250.0 $103.8 $42.2 $28.0 $23.0 $49.6 10/31/20 10/31/21 10/31/22 10/31/23 $460.2 $481.0 Cash and Equivalents & Short-Term Treasury Securities ($M) $99.4 $116.3 $154.7 $213.8 $91.2 $126.8 $107.7 $90.6 10/31/20 10/31/21 10/31/22 10/31/23 $304.3 Project Assets2 ($M) $190.6 $192.1 $243.1 $403.3 $262.4 Short-term Restricted Investments Unrestricted Completed In Development Liquidity Position

| © 2023 FuelCell Energy $6.4 $21.1 $39.3 $60 – $75 FY2021 FY2022 FY2023 FY2024E Capital Expenditures ($M) Research and Development ($M) $11.3 $34.5 $61.0 $60 – $70 FY2021 FY2022 FY2023 FY2024E Total Planned Capital Expenditures of $60M to $75M for Fiscal Year 2024 • Calgary, Canada • Continued solid oxide production capacity expansion • Torrington, CT • Next generation carbon capture production capacity ramp up • Carbon recovery demonstration plant to be completed in 2024 Total Planned Company Funded R&D Expenditures of $60M to $70M in Fiscal Year 2024 to Accelerate Commercialization of our Advanced Technologies Solutions • Distributed hydrogen • Hydrogen-based long duration energy storage • Hydrogen power generation Total Planned Investment of $15M to $25M in Project Assets in our Generation Portfolio Backlog in Fiscal Year 2024 • Prudent project leverage and monetization of tax incentives may offset a significant amount of the planned capital investment Investments to enable the Company to compete and meet the market needs in the medium-and-long-term $66.9 $25.6 $53.0 $15 – $25 FY2021 FY2022 FY2023 FY2024E Generation Portfolio ($M) FY2024 Projected Investments for Future Growth 9

| © 2023 FuelCell Energy Business & Operational Updates 10

| © 2023 FuelCell Energy Powerhouse Business Strategy Our Existing Platform to Support Growth for the Future Significant Market Opportunities • Invest • Extend process leadership • Broaden & deepen our team • Continue product innovations • Deepen participation in the developing hydrogen and carbon capture economy • Diversify our revenue streams by delivering products and services that support the global energy transition • Optimize the core business • Drive commercial excellence including building our sales pipeline • Expand geographically and by market SCALE INNOVATE GROW We are in a dynamic period of transition, investing across our business with a goal of supporting future long-term, profitable growth 11

| © 2023 FuelCell Energy 12 Commercial Progress Update Korea • Entered into a long-term service agreement with Noeul Green Energy Co., Ltd. and assumed full O&M responsibility for their 20 MW fuel cell park • 14-year agreement • $75.6 million added to service backlog • Additional sites totaling ~100 MW throughout Korea (currently serviced by POSCO Energy) remain an opportunity for long-term service agreements and module sales North America and Europe • 1 MW solid oxide power generation project awarded by a university in the Northeast U.S. 1 • 2.8 MW carbonate power generation project with a municipality in California using biofuel as the feedstock 1 • EDF Energy - Entered into a contract for a project exploring the viability of using hydrogen to decarbonize asphalt production • Canadian Nuclear Laboratory Entered into a feasibility and feed study focused on applying our solid oxide electrolysis platform alongside nuclear power to produce hydrogen for making eFuels 1 These commercial project awards will not be binding unless and until definitive agreements are executed. These awards are not in

| © 2023 FuelCell Energy Building the Sales Pipeline Themes driving pipeline growth and opportunities: • Operating Tri-gen site available for potential customers visits • Carbon recovery for food and beverage and other industrial users of CO2 • Electrolysis zero to low carbon hydrogen from renewable or nuclear power • Time-to-power applications • The U.S. hydrogen hubs • Interest in carbon capture (direct flue capture) New leads and potential customers being qualified and developed Management intently focused on converting sales leads to contracts. 18% 49% 33% Power Generation Electrolysis / Hydrogen Carbon Capture / Recovery 51% 15% 34% North America EMEA Asia Pacific By type By geography Sales pipeline1 in MWs as of 10/31/23 13 Sales pipeline highlights: • ~80% of pipeline leads are focused on advanced applications of our platforms: • Hydrogen production • Carbon capture and carbon recovery • Leads in North America comprise 51% of the MW in the pipeline • Early indication on recent policy implementation 1 Pipeline consists of ongoing commercial discussions that range from solutions discussion through contract negotiation; Pipeline does not represent signed agreements

| © 2023 FuelCell Energy Well-Positioned for Hydrogen Market Development • DOE has selected seven hydrogen hubs to act as a catalyst for accelerating the clean energy transition • discussions with all seven • Production Tax Credit (PTC) should accelerate the hydrogen market • Delivery of SOEC unit to Idaho National Laboratory (INL) expected to demonstrate superior performance in efficiency versus competitors • Tri-gen Toyota project demonstrates our ability to deliver solutions into H2 hubs In operation: Tri-gen Current and future development: Hydrogen hubs -gen platform located at • Achieved COD in the fourth calendar quarter of 2023 • Exporting power to Southern California Edison under the BioMAT tariff • Producing up to 50kg of H2 an hour - 2.3 2.8MW power - Up to 1,400 gal/day water - Up to 1,270 kg/day H2 Total DOE funding committed to hydrogen hubs: $7B+ 14

| © 2023 FuelCell Energy 15 Derby, CT Project Advancement • 14 MW project was placed in service in December 2023 • 2.8 MW project expected to be placed in service in December 2023 • Utility scale distributed power grid support Advancing Strategic Priorities Solid Oxide Program Advancement • Investing in manufacturing capacity for two solid oxide platforms: power generation and electrolysis • Annual capacity increase to 40 MW on track; potential to increase to 80 MW in the future • Early stages of planning to add an additional 400 MW of solid oxide manufacturing capacity in the U.S. Decarbonize Power Produce Hydrogen The newly operational 14 MW fuel cell platform located in Derby, CT alongside the Housatonic River

| © 2023 FuelCell Energy 16 • ExxonMobil announced on December 18th that its affiliate, Esso Nederland BV, plans to build a direct flue gas carbon capture pilot plant at its Rotterdam Manufacturing Complex. • This site will be the first place in the world to use this technology for carbon capture purposes, a technology that could significantly reduce CO2 emissions from key industries. • ExxonMobil indicated they could also deploy this technology at its other manufacturing sites around the world. Advancing Carbon Capture 2 but also produces low carbon power, heat and hydrogen as co-products. We are excited for the opportunity to pilot this - Geoff Richardson, SVP of Commercial and Business Development for ExxonMobil Low Carbon Solutions

| © 2023 FuelCell Energy 17 Maintaining strong balance sheet and disciplined capital allocation 2 4 3 Continued execution on large projects and solid oxide capacity expansion 1 Progressing our growth plans, including advancing technology development, scaling our operations, and building commercial relationships 5 Focusing on expanding markets, including Korea, and broader platform applications Key Messages Achieved technical readiness and joint announcement of plans to move forward with Rotterdam carbon capture project with ExxonMobil

| © 2023 FuelCell Energy 18 Q&A

| © 2023 FuelCell Energy 19 Thank You

| © 2023 FuelCell Energy Appendix 20

| © 2023 FuelCell Energy 21 GAAP to Non-GAAP Reconciliation 1 Includes depreciation and amortization on our Generation portfolio of $5.4 million and $20.3 million for the three months and year ended October 31, 2023, respectively, and $3.7 million and $15.5 million for the three months and year ended October 31, 2022, respectively. 2 Other income, 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 normal business operations. 3 The gain on extinguishment of debt and finance obligations was $15.3 million for the year ended October 31, 2023 and represents a one-time gain on the payoff of the PNC Energy Capital, LLC finance obligations in conjunction with a new project financing facility entered into in May 2023. 4 The Company recorded a derivative gain of $4.1 million for the for the three months and year ended October 31, 2023. This was the result of net settling certain natural gas purchases under a previous normal purchase normal sale contract designation which resulted in a change to market-to-market accounting. There were no derivative gains or losses for the three months and year ended October 31, 2022.This gain is classified as Generation cost of sales. 5 The Company recorded legal fees of $24 million related to a legal settlement during the year ended October 31, 2022, which was recorded as an administrative and selling expense. (Amounts in thousands) Net loss Depreciation and amortization (1) Provision for income tax Other income, net (2) Gain on extinguishment of debt and finance obligations (3) Interest income Interest expense EBITDA Share-based compensation expense Unrealized gain on derivative asset (4) Legal fees incurred for a legal settlement (5) Adjusted EBITDA Three Months Ended October 31, $ (29,458) 6,716 - (4,508) - (4,731) 2,321 (29,660) 2,957 (4,127) - $ (30,830) 2023 $ (108,056) 25,375 581 (4,724) (15,337) (15,795) 7,247 (110,709) 11,954 (4,127) - $ (102,882) 2023 $ (42,009) 4,905 325 (259) - (2,360) 1,637 (37,761) 1,666 - - $ (36,095) 2022 2022 Year Ended October 31, $ (147,232) 21,274 819 (3,705) - (3,386) 6,394 (122,450) 6,792 - 24,000 $ (91,658) 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 such as the non-recurring legal expense related to the settlement of the POSCO Energy legal proceedings recorded during the first quarter of fiscal 2022, 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.

| © 2023 FuelCell Energy 22 1 t to the Groton Project 2 The initial operating output is approximately 6.0 MW until a technical improvement plan is fully implemented. Please refer to t -K for additional information with respect to this project, the technical improvement plan and future expectations. 3 Quarters for Actual Commercial Operation Date refer to FuelCell Energy fiscal quarters 1 FuelCell Energy Operating Portfolio and Project Backlog Overview Generation Operating Portfolio as of October 31, 2023 Riverside Regional Water Quality Control Plant Pfizer, Inc. Santa Rita Jail Bridgeport Fuel Cell Project Tulare BioMAT San Bernardino LIPA Yaphank Project Groton Project 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) New Britain, CT Riverside, CA Groton, CT Dublin, CA Bridgeport, CT Tulare, CA San Bernardino, CA Long Island, NY Groton, CT 1.4 1.4 5.6 1.4 14.9 2.8 1.4 7.4 7.42 15 20 20 20 15 20 20 18 20 Project Name Power Off-Taker Location Rated Capacity1 (MW) Actual Commercial Operation Date3 PPA Term (Years) Total MW Operating 43.7 Projects in Process as of October 31, 2023 Toyota CT RFP-2 Derby (SCEF) Trinity College Southern California Edison, Toyota Eversource/United Illuminating (CT Utilities) Eversource/United Illuminating (CT Utilities) Trinity College Los Angeles, CA Derby, CT Derby, CT Hartford, CT 2.3 14.0 2.8 0.3 20 20 20 15 Project Name Power Off-Taker Location Rated Capacity1 (MW) PPA Term (Years) Total MW in Process 19.4