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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 10, 2020

 

 

 

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: (203825-6000

 

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 September 10, 2020, FuelCell Energy, Inc. (the “Company”) issued a press release announcing its financial results and providing a business update as of and for the three and nine months ended July 31, 2020.  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 September 10, 2020 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)  The following exhibits are being furnished herewith:

 

Exhibit No.   Description
     
99.1   Press Release issued by FuelCell Energy, Inc. on September 10, 2020.
     
99.2   Investor Presentation, dated September 10, 2020.
     
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:  September 10, 2020 By:   /s/ Michael S. Bishop
      Michael S. Bishop
      Executive Vice President and Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

 

FOR IMMEDIATE RELEASE

 

FuelCell Energy Reports Results for the Third Quarter of Fiscal 2020

 

Third Quarter Fiscal 2020 Highlights

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

 

·Revenues of $18.7 million compared to $22.7 million
·Operating expenses decreased 16% to $7.6 million compared to $9.0 million
·Loss from operations of $(10.8) million compared to $(1.1) million
·Net loss increased to $(15.3) million compared to $(5.3) million
·Adjusted EBITDA of $(5.6) million compared to $3.2 million
·Gross loss of $(3.1) million compared to gross profit of $8.0 million
·Backlog of $1.33 billion, a decrease of $54.0 million, or 3.9%

 

DANBURY, CT – September 10, 2020 -- 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 and key business highlights for its third fiscal quarter ended July 31, 2020.

 

“We are excited about our progress toward fulfilling our purpose of enabling a world empowered by clean energy,” said Mr. Few, President and CEO. “The hydrogen economy is currently enjoying unprecedented political and business momentum, and we are well positioned to capitalize on opportunities consistent with our goals. We have previously demonstrated our tri-generation hydrogen technology platform, which will be deployed at a new facility at the Port of Long Beach, California. This facility will support Toyota’s local operations using the hydrogen we produce to power zero-emission fuel cell trucks and consumer vehicles in California. We continue to advance our innovative technologies that we believe will enable hydrogen-powered cars and trucks to cleanly operate globally on a larger scale, enable hydrogen to repower existing combustion engines to deliver zero carbon power and extend the economic life of existing power generation assets. Our Advanced Technologies development drives our commercialization of solutions for environmentally responsible distributed baseload power generation, carbon capture and enhanced hydrogen production capabilities to enable long-duration energy storage and hydrogen power generation.”

 

“Our performance for the quarter focused on our continued execution of projects in our backlog, growing our sales pipeline of opportunities, and a continued emphasis on effectively managing operating expenses while positioning our Company for growth,” added Jason Few. “I am extremely proud of the dedication of our employees over what has been a difficult period globally, with each of us affected by the pandemic and related shutdowns and social distancing mandates. We have fully reopened our main manufacturing facility in Torrington, Connecticut with a safety-first approach to resuming our manufacturing operations and we remain focused on executing our “Powerhouse” business strategy.”

 

Mr. Few continued, “Our results for the quarter also reflected the impact of the early replacement of fuel cell modules at one of our plants to address site specific issues, maximize plant efficiencies, and deliver on our customer commitment and brand promise. Consistent with our philosophy of always striving to improve our operational performance, we elected to upgrade all of the modules at this project with newer, longer-life 7-year designs. As a result, we incurred a charge of $2.8 million in the quarter which we expect will result in improved margins over time through enhanced platform performance. In the quarter we also substantially improved our unrestricted cash position as we continue to execute on strengthening our Company.”

 

 

FuelCell Energy Third Quarter Fiscal 2020 Results

 Page 2

 

Powerhouse Business Strategy Update

 

In January 2020, we launched our Powerhouse business strategy, which is focused on initiatives intended to Transform, Strengthen and Grow our company over the next three years. This quarter, we:

 

·Progressed the development of our solid oxide energy platform in support of commercializing hydrogen power generation and long-duration hydrogen-based energy storage;
·Continued the development of our Advanced Technology platform applications under the carbon capture program with ExxonMobil Research and Engineering Company;
·Terminated our license agreements with POSCO Energy Co., Ltd., and subsequently commenced marketing FuelCell Energy products and services directly in the Korean and broader Asian markets;
·Issued 25.1 million shares of common stock during the quarter in our new at the market offering program, at an average price per share of $2.56, resulting in net proceeds of $62.3 million (after deducting commissions) that provide additional liquidity to support projects underway, working capital and corporate liquidity. Subsequent to July 31, the Company issued an additional 3.2 million shares, resulting in additional net proceeds of $7.8 million and bringing the total net proceeds raised under the at the market program to a total of $70.1 million.

 

Mr. Few concluded, “At the beginning of the year, we launched the Powerhouse business strategy focused on strengthening our operations and position within the clean technology energy industry with the goal of enabling the delivery of sustained profitable growth to benefit all our stakeholders. We are on a multi-year journey to transform FuelCell Energy and, while we still have work to do, we are on the right path toward achieving our milestone goals.”

 

 

Third Quarter Fiscal 2020 Results

 

Note: All comparisons between periods are between the third quarter of fiscal 2020 and the third quarter of fiscal 2019, unless otherwise specified. 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.

 

Consolidated Financial Metrics

 

   Three Months Ended July 31, 
(Amounts in thousands)  2020   2019   Change 
Total revenues  $18,728   $22,712    -18%
Gross profit (loss)   (3,128)   7,965    -139%
Loss from operations   (10,762)   (1,070)   -906%
Net loss   (15,331)   (5,311)   -189%
EBITDA   (6,036)   2,851    -312%
Net loss to common stockholders   (16,131)   (8,328)   -94%
Net loss per basic and diluted share  $(0.07)  $(0.18)   61%
                
Adjusted EBITDA  $(5,638)  $3,236    -274%

 

 

FuelCell Energy Third Quarter Fiscal 2020 Results

 Page 3

 

Financial Performance

 

Third quarter revenues decreased 18% to $18.7 million, primarily reflecting a decrease in Service and License revenues and Generation revenues, partially offset by increased Advanced Technologies contract revenues. The prior-year quarter included $10.0 million of revenues within Service and License revenues that was recognized in connection with our license agreement with ExxonMobil Research and Engineering Company.

 

·Service and License revenues decreased 38% to $7.1 million from $11.5 million. Service and license revenues for the prior year period included revenues of $10.0 million recorded for a License Agreement that was entered into with ExxonMobil Research and Engineering Company (“EMRE” and such License Agreement, the “EMRE License Agreement”). The service and license revenues for the quarter ended July 31, 2020 include revenues recorded for module replacements and routine maintenance activities. There were no module replacement revenues in the prior year quarter.

 

·Generation revenues decreased 13% to $4.7 million from $5.4 million due to plant maintenance activities, primarily related to downtime while upgrades were performed at our 14.9 MW Bridgeport Fuel Cell facility.

 

·Advanced Technologies contract revenues increased 20% to $6.9 million from $5.8 million as a result of revenues recognized in connection with our Joint Development Agreement with ExxonMobil Research and Engineering Company (which was executed during the first quarter of fiscal 2020) and the timing of activity under other existing contracts.

 

Cost of service and license revenues increased $7.7 million to $8.8 million for the quarter ended July 31, 2020 from $1.1 million for the quarter ended July 31, 2019, due to the fact that there were module replacements in the quarter ended July 31, 2020 compared to no module replacements in the quarter ended July 31, 2019 and also due to a $2.8 million increase in our loss accrual during the quarter ended July 31, 2020 to reflect changes in the expected timing of future module replacements at one plant in order to improve operating performance. Site specific issues at one of the Company’s plants required an earlier than expected module replacement and the Company opted to replace another module earlier than expected at the same site to maximize plant efficiencies. Cost of service agreements includes maintenance and operating costs and module replacements.

 

Gross loss totaled $(3.1) million, compared to a gross profit of $8.0 million. This change is partly due to the fact that the quarter ended July 31, 2019 included $10.0 million of revenue recognized under the EMRE License Agreement, while there was no comparable revenue recognized during the quarter ended July 31, 2020 and reflects a $2.8 million increase in our loss accrual recorded during the quarter ended July 31, 2020 to reflect changes in the expected timing of future module replacements. Results were also negatively impacted by manufacturing variances, primarily related to low production volumes and unabsorbed overhead costs, which totaled approximately $2.6 million (of which approximately $1.1 million is related to the shutdown due to the COVID-19 pandemic) in the quarter ended July 31, 2020.

  

Operating expenses decreased 16% to $7.6 million, compared to $9.0 million. This decrease was driven by a reduction in Research & Development expenses to $1.0 million (from $2.0 million), reflecting the reduction in spending resulting from the restructuring initiatives implemented in 2019 and the reduction in the resources being allocated to research and development, and a reduction in Administrative & Selling expenses to $6.6 million (from $7.1 million), reflecting lower legal and consulting costs.

 

Net loss for the quarter ended July 31, 2020 totaled $(15.3) million compared to net loss of $(5.3) million for the quarter ended July 31, 2019.

 

 

FuelCell Energy Third Quarter Fiscal 2020 Results

 Page 4

 

Net loss attributable to common stockholders for the quarter ended July 31, 2020 totaled $(16.1) million compared to net loss of $(8.3) million for the quarter ended July 31, 2019. The net loss per share attributable to common stockholders for the quarter ended July 31, 2020 was $(0.07) compared to $(0.18) for the quarter ended July 31, 2019, which included a non-cash mark-to-market accounting expense of $1.7 million for the quarter ended July 31, 2020 associated with the warrants issued to the lenders under our credit agreement (the “Orion Facility”) with Orion Energy Partners Investment Agent, LLC (the “Agent”) and its affiliated lenders, which accounted for an approximately $0.01 per share impact on the reported net loss per share for the quarter ended July 31, 2020. The lower net loss per common share for the quarter ended July 31, 2020 is due to the higher weighted average shares outstanding as of July 31, 2020 due to share issuances since July 31, 2019. Results in the prior-year quarter included a deemed contribution of $0.9 million on the Company’s Series C Convertible Preferred Stock, as well as deemed dividends of $3.1 million on the Company’s Series D Convertible Preferred Stock.

 

Adjusted EBITDA totaled $(5.6) million for the quarter ended July 31, 2020 compared to an Adjusted EBITDA of $3.2 million for the quarter ended July 31, 2019. Total depreciation and amortization expense for the quarter ended July 31, 2020 was $4.7 million, of which $3.4 million was attributable to our Generation portfolio. Please see the discussion of non-GAAP financial measures, including EBITDA and Adjusted EBITDA, as well as applicable reconciliations in the appendix at the end of this release.

  

 

Cash and Financing Update

 

As of July 31, 2020, unrestricted cash and cash equivalents totaled $66.3 million compared to $9.4 million as of October 31, 2019. Of this amount, project cash and cash equivalents funded under the Orion Facility totaled $16.2 million as of July 31, 2020 compared to $0 as of October 31, 2019. Excluding project cash and cash equivalents, unrestricted cash and cash equivalents totaled $50.1 million as of July 31, 2020 compared to $9.4 million as of October 31, 2019.

 

On June 16, 2020, the Company entered into an Open Market Sale Agreement (the “Open Market Sale Agreement”) with respect to an at the market offering program under which the Company may offer and sell up to $75 million of shares of the Company’s common stock from time to time. From June 16, 2020 through August 6, 2020 28.3 million shares were sold under the Open Market Sale Agreement at an average sales price per share of $2.55, resulting in gross proceeds of $72.3 million (before deducting sales commissions of $2.2 million) and net proceeds of approximately $70.1 million (after deducting sales commissions of $2.2 million). Of this amount, 25.1 million shares were issued during the fiscal third quarter, resulting in gross proceeds of $64.3 million and net proceeds of $62.3 million.

 

The Company’s cash, cash equivalents and restricted cash consist of (a) restricted cash and cash equivalents, which consist of amounts pledged as performance security, reserved for future debt service requirements, reserved for letters of credit for certain banking requirements and contracts and reserved to pay down the Orion Facility, which can be accessed or redeployed into other project financing at the option of and only with the approval of the lenders and the Agent under the Orion Facility or other lenders or third parties; (b) project cash and cash equivalents, which consist of amounts borrowed under the Orion Facility which can be used only by our consolidated wholly-owned project subsidiaries in the normal course of operations for project construction, purchase of equipment (including inventory from FuelCell Energy, Inc.) and working capital for projects approved under the Orion Facility in accordance with each project’s construction budget and schedule and which are classified as unrestricted cash on the Company’s consolidated balance sheets; and (c) unrestricted cash and cash equivalents, which can be used by the Company for general corporate purposes, including working capital at the corporate level. Unrestricted cash and cash equivalents, as presented on the Company’s consolidated balance sheets, consist of the amounts described in (b) and (c) above.

 

 

FuelCell Energy Third Quarter Fiscal 2020 Results

 Page 5

 

Backlog

 

   As of July 31,     
(Amounts in thousands)  2020   2019   Change 
Product  $0   $1    - 
Service   153,818    169,357    -9.2%
Generation   1,099,625    1,161,792    -5.4%
License   22,182    23,213    -4.4%
Advanced Technologies   51,892    27,179    90.9%
Total Backlog  $1,327,518   $1,381,541    -3.9%

  

 

Backlog decreased to $1.33 billion as of July 31, 2020, reflecting the continued execution of our backlog, partially offset by an increase in Advanced Technologies backlog primarily as a result of the Joint Development Agreement with EMRE. Only projects for which we have an executed power purchase agreement (“PPA”) are included in generation backlog, which represents future revenue under long-term PPAs. Together, the service and generation portion of backlog had an average weighted term of approximately 18 years based on dollar 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.

 

Conference Call Information

 

FuelCell Energy will host a conference call today beginning at 10:00 a.m. EDT to discuss third quarter fiscal 2020 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 September 10th earnings call event, or click here.

 

·Alternatively, participants can dial 647-689-4106 and state FuelCell Energy or the conference ID number 7085463.

 

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.

 

 

FuelCell Energy Third Quarter Fiscal 2020 Results

 Page 6

 

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, 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 Payroll 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 developing environmentally responsible distributed baseload power solutions through our proprietary, molten-carbonate fuel cell technology. We develop turn-key distributed power generation solutions and operate and provide comprehensive service for the life of the power plant. We are working to expand the proprietary technologies that we have developed over the past five decades into new products, applications, markets and geographies. Our mission and purpose remains to utilize our proprietary, state-of-the-art fuel cell platforms to reduce the global environmental footprint of baseload power generation by providing environmentally responsible solutions for reliable electrical power, hot water, steam, chilling, distributed hydrogen, microgrid applications, electrolysis, long-duration hydrogen-based energy storage and carbon capture and, in so doing, drive demand for our products and services, thus realizing positive stockholder returns. 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 systems answer the needs of diverse customers across several markets, including utility companies, municipalities, universities, hospitals, government entities and a variety of industrial and commercial enterprises. We provide solutions for various applications, including utility-scale distributed generation, on-site power generation and combined heat and power, with the differentiating ability to do so utilizing multiple sources of fuel including natural gas, renewable biogas (i.e., landfill gas, anaerobic digester gas), propane and various blends of such fuels. Our multi-fuel source capability is significantly enhanced by our proprietary gas-clean-up skid.

 

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 Third Quarter Fiscal 2020 Results

 Page 7

 

FUELCELL ENERGY, INC.

Consolidated Balance Sheets

(Unaudited)

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

 

  

July 31,

2020

  

October 31,

2019

 
ASSETS          
Current assets:          
   Cash and cash equivalents, unrestricted  $66,284   $9,434 
   Restricted cash and cash equivalents – short-term   6,087    3,473 
   Accounts receivable, net   7,364    3,292 
   Unbilled receivables   7,917    7,684 
   Inventories   51,502    54,515 
   Other current assets   7,640    5,921 
Total current assets   146,794    84,319 
           
Restricted cash and cash equivalents – long-term   34,909    26,871 
Project assets   160,921    144,115 
Inventories – long-term   9,018    2,179 
Property, plant and equipment   37,301    41,134 
Operating lease right-of-use assets, net   10,316    - 
Goodwill   4,075    4,075 
Intangible assets   20,291    21,264 
Other assets   13,144    9,489 
Total assets  $436,769   $333,446 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
   Current portion of long-term debt  $17,692   $21,916 
   Current portion of operating lease liabilities   888    - 
   Accounts payable   10,407    16,943 
   Accrued liabilities   14,622    11,452 
   Deferred revenue   10,100    11,471 
 Preferred stock obligation of subsidiary   932    950 
Total current liabilities   54,641    62,732 
           
Long-term deferred revenue   31,026    28,705 
Long-term preferred stock obligation of subsidiary   17,565    16,275 
Long-term operating lease liabilities   9,988    - 
Long-term debt and other liabilities   167,367    90,140 
Total liabilities   280,587    197,852 
           
Redeemable Series B preferred stock (liquidation preference of $64,020 at July 31, 2020 and October 31, 2019)   59,857    59,857 
Total Equity:          
Stockholders’ equity          
Common stock ($0.0001 par value); 337,500,000 and 225,000,000 shares authorized at July 31, 2020 and October 31, 2019, respectively; 236,172,797 and 193,608,684 shares issued and outstanding at July 31, 2020 and October 31, 2019, respectively)   24    19 
    Additional paid-in capital   1,242,518    1,151,454 
    Accumulated deficit   (1,145,340)   (1,075,089)
    Accumulated other comprehensive loss   (877)   (647)
    Treasury stock, Common, at cost (44,322 and 42,496 at July 31, 2020 and October 31, 2019, respectively)   (403)   (466)
    Deferred compensation   403    466 
Total stockholders’ equity   96,325    75,737 
Total liabilities and stockholders’ equity  $436,769   $333,446 

 

 

FuelCell Energy Third Quarter Fiscal 2020 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

July 31,

 
   2020   2019 
Revenues:          
   Product  $-   $- 
   Service and license   7,113    11,496 
   Generation   4,722    5,448 
   Advanced Technologies   6,893    5,768 
      Total revenues   18,728    22,712 
           
Costs of revenues:          
   Product   2,658    4,547 
   Service and license   8,833    1,102 
   Generation   6,327    5,726 
   Advanced Technologies   4,038    3,372 
      Total cost of revenues   21,856    14,747 
           
Gross (loss) profit   (3,128)   7,965 
           
Operating expenses:          
   Administrative and selling expenses   6,607    7,058 
   Research and development expense   1,027    1,977 
Total costs and expenses   7,634    9,035 
           
Loss from operations   (10,762)   (1,070)
           
   Interest expense   (4,165)   (3,536)
   Change in fair value of common stock warrant liability   (1,694)   - 
   Gain on extinguishment of financing obligation   1,801    - 
   Other expense, net   (501)   (685)
           
Loss before provision for income taxes   (15,321)   (5,291)
           
Provision for income taxes   (10)   (20)
           
Net loss   (15,331)   (5,311)
           
   Series B preferred stock dividends   (800)   (810)
   Series C preferred stock deemed contributions   -    884 
   Series D preferred stock deemed dividends   -    (3,091)
           
Net loss attributable to common stockholders  $(16,131)  $(8,328)
           
Loss per share basic and diluted:          
Net loss per share attributable to common stockholders  $(0.07)  $(0.18)
Basic and diluted weighted average shares outstanding   217,966,402    45,069,911 

  

 

FuelCell Energy Third Quarter Fiscal 2020 Results

 Page 9

 

FUELCELL ENERGY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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

 

   Nine Months Ended July 31, 
   2020   2019 
Revenues:          
Product  $   $ 
Service and license   19,697    25,866 
Generation   14,795    8,560 
Advanced Technologies   19,380    15,285 
Total revenues   53,872    49,711 
 Costs of revenues:          
Product   7,512    14,362 
Service and license   16,418    15,166 
Generation   17,576    9,047 
Advanced Technologies   12,046    9,016 
Total costs of revenues   53,552    47,591 
 Gross profit   320    2,120 
 Operating expenses:          
Administrative and selling expenses   19,041    23,622 
Research and development expenses   3,323    12,435 
Total costs and expenses   22,364    36,057 
 Loss from operations   (22,044)   (33,937)
 Interest expense   (11,026)   (7,807)
Change in fair value of common stock warrant liability   (39,311)    
Gain on extinguishment of financing obligation   1,801     
Other income (expense), net   370    (556)
 Loss before provision for income taxes   (70,210)   (42,300)
 Provision for income taxes   (41)   (89)
 Net loss   (70,251)   (42,389)
Series A warrant exchange       (3,169)
Series B preferred stock dividends   (2,531)   (2,410)
Series C preferred stock deemed dividends and redemption value adjustment, net       (6,522)
Series D preferred stock deemed dividends and redemption accretion       (9,752)
 Net loss attributable to common stockholders  $(72,782)  $(64,242)
 Loss per share basic and diluted:          
Net loss per share attributable to common stockholders  $(0.35)  $(2.97)
Basic and diluted weighted average shares outstanding   210,389,907    21,608,427 

 

 

FuelCell Energy Third Quarter Fiscal 2020 Results

 Page 10

 

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 July 31,   Nine Months Ended July 31, 
(Amounts in thousands)  2020   2019   2020   2019 
Net loss  $(15,331)  $(5,311)  $(70,251)  $(42,389)
Depreciation and amortization (1)   4,726    3,921    13,828    8,319 
Provision for income taxes   10    20    41    89 
Other (income)/expense, net(2)   501    685    (370)   556 
Change in fair value of common stock warrant liability   1,694    -    39,311    - 
Gain on extinguishment of financing obligation   (1,801)   -    (1,801)   - 
Interest expense   4,165    3,536    11,026    7,807 
     EBITDA  $(6,036)  $2,851   $(8,216)  $(25,618)
Stock-based compensation expense   398    385    1,261    2,325 
Legal settlement (3)   -    -    (2,200)   - 
            Adjusted EBITDA  $(5,638)  $3,236   $(9,155)  $(23,293)

 

(1)Includes depreciation and amortization on our Generation portfolio of $3.4 million and $9.9 million for the three and nine months ended July 31, 2020, respectively, and $1.1 million and $3.1 million for the three and nine months ended July 31, 2019, respectively.
(2)Other (income)/expense, net includes gains and losses from transactions denominated in foreign currencies, changes in fair value of embedded 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.

  

 

 

Exhibit 99.2

FuelCell Energy Q3 2020 Investor Presentation | Q3 FY2020 Financial Results & Business Update September 10, 2020

 
 

FuelCell Energy Q3 2020 Investor Presentation | 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 Payroll 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 , 2019 , filed with the SEC on January 22 , 2020 , our Quarterly Report on Form 10 - Q for the fiscal quarter ended July 31 , 2020 , filed with the SEC on September 10 , 2020 , and our earnings release for the third fiscal quarter ended July 31 , 2020 , filed as an exhibit to our Current Report on Form 8 - K filed with the SEC on September 10 , 2020 . 2

 
 

FuelCell Energy Q3 2020 Investor Presentation | GLOBAL CUSTOMERS FuelCell Energy: A Global Leader in Fuel Cell Technology – Operating Since 1969 Demand for Clean, Reliable Electricity Driving Adoption of Fuel Cell Technology COMPANY HIGHLIGHTS 1 Headquarters Danbury, CT Listing: NASDAQ FCEL Employees ~300 Continents 3 Global Plant Installations 59 Capacity in Field >260 MW TOTAL FY 2019 REVENUE BREAKDOWN: $60.8M Service & License 44% Advanced Technologies 32% Generation 23% Product 1% High Visibility to Recurring Revenue Note: Percentages are % of FY19 revenue. 1 As of the quarter ended July 31, 2020. 3 COMPANY OVERVIEW ▪ Deliver clean and affordable fuel cell solutions for the supply, recovery and storage of energy ▪ SureSource fuel cell systems provide continuous baseload power and are deployed with utility, municipal, university and industrial and commercial enterprise customers ▪ Turn - key solutions from design and installation of a project to long - term operation and maintenance of the fuel cell system

 
 

FuelCell Energy Q3 2020 Investor Presentation | Purpose Statement 4 Enable The World To Live A Life Empowered By Clean Energy

 
 

FuelCell Energy Q3 2020 Investor Presentation | Today’s Messages 5 1 3 4 5 2 Continuing progress against our project backlog x Fully reopened main facility in Torrington, CT with safety - first approach to resuming operations; expected to operate at an annualized run rate of approximately 21 MW during the three months ending October 31, 2020 x Completed majority of work on project at U.S. Navy Base in Groton, CT; awaiting third - party study and third - party work to be completed prior to commissioning and commercial operation x San Bernardino progressing well with major civil work complete Revenue of $ 18.7M versus $ 22.7M Q3 FY19 included $10M related to License Agreement with ExxonMobil Research and Engineering Company Terminated license agreements with POSCO Energy Commenced marketing FuelCell Energy products and services directly in the Korean and broader Asian markets Enhanced liquidity by $ 70.1M through At - The - Market sales of common stock from June 16, 2020 through August 6, 2020 Strengthening leadership position in sustainability and environmental stewardship with our technologies in Distributed Baseload Generation, Hydrogen & Carbon Capture FuelCell Project with City of San Bernardino SureSource TM 1.4 MW Location: City of San Bernardino Municipal Water Department

 
 

FuelCell Energy Q3 2020 Investor Presentation | Q3 2020 Financial Performance

 
 

FuelCell Energy Q3 2020 Investor Presentation | Third Quarter of Fiscal 2020 Highlights REVENUE Revenue of $18.7M compared to $22.7M in Q3 FY19 ̶ Q3 FY19 included $10M of revenue related to l icense agreement with ExxonMobil Research and Engineering Company (EMRE) GROSS LOSS / PROFIT $(3.1)M vs. $8.0M in Q3 FY19 ̶ Q3 FY19 included $10M in Gross Profit from EMRE license agreement OPERATING EXPENSE Decreased 16% to $7.6M compared to $9.0M in Q3 FY19 LOSS FROM OPERATIONS Increased to $(10.8)M vs. $(1.1)M in Q3 FY19 Continuing to Effectively Manage Operating Expenses FuelCell Project with CMEEC SureSource TM 7.4 MW Location: U.S. Navy Subbase | Groton, CT 7

 
 

FuelCell Energy Q3 2020 Investor Presentation | Third Quarter of Fiscal 2020 Financial Performance 8 1 Refer to reconciliation in Appendix. Net Loss, Net Loss to Common Shareholders, Loss from Ops and Adj. EBITDA 1 ($M) Backlog ($B) ▪ Adjusted EBITDA of $(5.6)M compared to $3.2M, reflecting higher revenues and gross profit in the prior - year quarter related to EMRE license - related revenue ▪ Lower operating expenses as a result of restructuring activities in fiscal 2019, partially offset by $1.1M impact of plant shutdown related to COVID - 19 ▪ 4% decrease in backlog, reflecting the continued execution under our existing power purchase agreements , service and maintenance contracts, and Advanced Technology programs $(8.3) $(16.1) $(5.3) $(15.3) $(1.1) $(10.8) $3.2 $(5.6) 3Q19 3Q20 ▪ Net Loss to Common Shareholders ▪ Loss from Operations ▪ Adjusted EBITDA 1 ▪ Net Loss Progressing Powerhouse Strategy and Continuing to Execute Against Our Backlog 0.193 0.176 1.162 1.100 0.027 0.052 3Q19 3Q20 $1.328 $1.382 ■ Adv. Tech. ■ Generation ■ Service + License

 
 

FuelCell Energy Q3 2020 Investor Presentation | Cash and Liquidity 9 1 As of 7/31/20. 2 Cash funded under the Orion Energy Partners loan facility to pay for approved project related expenses Strengthened Balance Sheet; Increased Liquidity Provides Capital for Projects Significant Improvement in Liquidity ▪ $107.3M total cash, restricted cash, and equivalents 1 ▪ Increased liquidity with At - The - Market sales of common stock generating net proceeds of $62.3M during Q3 FY20 and $7.8M subsequent to quarter end ▪ $41.0M restricted cash and cash equivalents ▪ Project level unrestricted cash of $16.2M 2 ▪ Unrestricted cash of $50.1M Cash and Equivalents ($M) $9.4 $50.1 $16.2 $30.3 $41.0 4Q19 3Q20 $107.3 $39.8 ■ Restricted ■ Project Level Unrestricted 2 ■ Unrestricted

 
 

FuelCell Energy Q3 2020 Investor Presentation | Powerhouse Business Strategy: Well Positioned for LT Growth and Value Creation On a Transformational Journey through a Clear and Disciplined Execution Plan 10 Build a Solid Financial Foundation Strengthen the Business and Maximize Operational Efficiencies Capture Growth by Leveraging Core Strengths and Partnerships Transform Strengthen Grow x Delivered cost savings: Realized annualized operating savings of ~$15M through the restructuring of our business x Refinanced debt: Repaid substantial portion of short - term debt with funds from combination of sales of common stock and long - term credit facility with Orion Energy Partners ▪ Capital deployment: Enhancing liquidity and reducing cost of borrowing to deliver an overall lower cost of capital ▪ Making investments that further enhance performance, lower costs and generate ROI ▪ Commercial excellence: Strengthening customer relationships and building a customer - centric reputation; building sales pipeline by increasing focus on targeted applications, product sales and market expansion ▪ Operational excellence: Executing our project backlog; lean resource management driving reductions in operating expense • Sales growth: Capitalizing on our core technological strengths in key markets: biofuels, microgrid, and hydrogen economy expansion • Innovation: Successfully delivering extended 7 - year life stack modules; expanding commercialization of new technologies including proprietary gas treatment systems and advancing hydrogen and carbon capture • Geographic and market expansion: Targeting growth opportunities in Korea, European markets, and across Asia Largely Completed in 2019 Began in 2020 with Ongoing Efforts 2020 – 2022+

 
 

FuelCell Energy Q3 2020 Investor Presentation | Building on Technological Strengths with Next - Gen Technologies Commercializing the Most Advanced Clean Energy Technology Portfolio 11 INDUSTRY APPLICATION ● Enabling microgrid power generation ● Local generation reducing above ground risk ● $1.1B of project backlog ● Developing Facility in Long Beach to support Toyota’s operations ● Will provide value streams of hydrogen, electricity & clean water ● Will fuel zero - emission fuel cell vehicles and power site loads ● Advancing reversible solid oxide technology with support from the US Department of Energy to advance the technology for electrolysis and energy storage applications ● Joint development agreement with EMRE ● Unique carbon capture technology SOLUTION STATUS In Operation Commercially Available Advanced Development Developing with EMRE Distributed Generation Distributed Hydrogen Hydrogen & Energy Storage Carbon Capture ADDITIONAL APPLICATIONS ENABLED THROUGH OUR TECHNOLOGY PLATFORM o Natural gas blending to reduce carbon o Hydrogen to repower gas engines o Highly efficient electrolysis o Hydrogen power generation o Mitigating climate change Today 2022+

 
 

FuelCell Energy Q3 2020 Investor Presentation | Continued Focus on Profitable Growth Enabled by Strengthened Financial Position and Sources of Funding 12 FY 2022 TARGETS Grow Generation Portfolio 1 100% Revenue Growth 1 Double - digit CAGR Adjusted EBITDA Deliver Positive Adj. EBITDA FUTURE GOALS Achieve Grid Pricing Parity Positive EBITDA Positive Free Cash Flow Deliver Return on Invested Capital 1 2 3 4 KEYS TO BUSINESS PLAN ACHIEVEMENT ▪ Execution on project backlog ▪ Winning new business around the world ▪ Continued cost control ▪ Achieving project milestones ▪ Efficient capital deployment 1 As compared to results for the fiscal year ended October 31, 2019. Long Term Targets and Goals

 
 

FuelCell Energy Q3 2020 Investor Presentation | Key Investment Highlights 13 1 2 3 4 Strengthened balance sheet with funding secured to deliver long - term projects to generate recurring revenue Leadership committed to project execution, achieving financial milestones and operational efficiencies Innovative technology for clean, reliable and scalable baseload power On a three - year 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

 
 

FuelCell Energy Q3 2020 Investor Presentation | Fuel Cell Project: SureSource TM 7.4 MW Yaphank, NY Q&A

 
 

FuelCell Energy Q3 2020 Investor Presentation | Fuel Cell Project: SureSource TM 7.4 MW Yaphank, NY Appendix

 
 

FuelCell Energy Q3 2020 Investor Presentation | GAAP to Non - GAAP Reconciliation 16 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 . Three Months Ended July 31, Nine Months Ended July 31, (Amounts in thousands) 2020 2019 2020 2019 Net loss $ (15,331) $ (5,311) $ (70,251) $ (42,389) Depreciation and amortization (1) 4,726 3,921 13,828 8,319 Provision for income taxes 10 20 41 89 Other (income)/expense, net (2) 501 685 (370) 556 Change in fair value of common stock warrant liability 1,694 - 39,311 - Gain on extinguishment of financing obligation (1,801) - (1,801) - Interest expense 4,165 3,536 11,026 7,807 EBITDA $ (6,036) $ 2,851 $ (8,216) $ (25,618) Stock - based compensation expense 398 385 1,261 2,325 Legal settlement (3) - - (2,200) - Adjusted EBITDA $ (5,638) $ 3,236 $ (9,155) $ (23,293) 1. Includes depreciation and amortization on our Generation portfolio of $3.4 million and $9.9 million for the three and nine mo nth s ended July 31, 2020, respectively, and $1.1 million and $3.1 million for the three and nine months ended July 31, 2019, respe cti vely. 2. Other (income)/expense, net includes gains and losses from transactions denominated in foreign currencies, changes in fair va lue of embedded derivatives, and other items incurred periodically, which are not the result of the Company’s normal business operat ion s. 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.

 
 

FuelCell Energy Q3 2020 Investor Presentation | PROJECT NAME POWER OFF-TAKER LOCATION RATED CAPACITY (MW) ACTUAL COMMERCIAL OPERATION DATE PPA TERM (YEARS) Central CT State University ("CCSU") CCSU (CT University) New Britian, CT 1.4 FQ2'12 10 Medical Center UCI Medical Center Orange, CA 1.4 FQ1'16 19 Riverside Regional Water Quality Control Plant City of Riverside (CA Municipality Riverside, CA 1.4 FQ4'16 20 Pfizer, Inc. Pfizer, Inc. Groton, CT 5.6 FQ4'16 20 Santa Rita Jail Alameda County, California Dublin, CA 1.4 FQ1'17 20 Bridgeport Fuel Cell Project Connecticut Light and Power (CT Utility) Bridgeport, CT 14.9 FQ1'13 15 Tulare BioMAT Southern California Edison (CA Utility) Tulare, CA 2.8 FQ1'20 20 Triangle Street Tariff- Eversource (CT Utility) Danbury, CT 3.7 FQ2'20 Tariff 32.6Total MW Operating: FuelCell Energy Operating Portfolio and Project Backlog Overview 17 (1) Refers to FCEL fiscal quarter (1) (1) PROJECT NAME POWER OFF-TAKER LOCATION RATED CAPACITY (MW) PPA TERM (YEARS) Groton Sub Base CMEEC (CT Electric Co-op) Groton, CT 7.4 20 CT RFP-2 Eversource/United Illuminating (CT Utilities) Derby, CT 14.8 20 San Bernardino City of San Bernardino Municipal Water Dept. San Bernardino, CA 1.4 20 LIPA 1 PSEG/LIPA LI NY (Utility) Long Island, NY 7.4 20 CT RFP-1 Eversource/United Illuminating (CT Utilities) Hartford, CT 7.4 20 Toyota Southern California Edison, Toyota Los Angeles, CA 2.2 20 40.6Total MW Operating: Projects in Process as of July 31, 2020 Operating Generation Portfolio as of July 31, 2020

 

 

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Sep. 10, 2020
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Entity Registrant Name FUELCELL ENERGY, INC.
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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
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Title of 12(b) Security Common Stock, $0.0001 par value per share
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