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Form 8-K FUELCELL ENERGY INC For: Jun 10

June 10, 2021 7:31 AM

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Exhibit 99.1

FuelCell Energy Reports Results for the Second Quarter of Fiscal 2021

Second Quarter Fiscal 2021 Highlights

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

Revenues of $14.0 million compared to $18.9 million
Gross loss of $(4.8) million compared to gross profit of $0.2 million
Loss from operations of $(17.4) million compared to $(8.1) million
Backlog of $1.32 billion as of April 30, 2021 compared to $1.34 billion as of April 30, 2020
Entered into a power purchase agreement for 2.8-megawatt (“MW”) project in Derby, Connecticut which contributed $59.4 million of new Generation backlog
Annualized production rate increased; goal of achieving an annualized production rate of 45MW by fiscal year-end 2021

DANBURY, CT – June 10, 2021 -- FuelCell Energy, Inc. (Nasdaq: FCEL) -- a global leader in fuel cell technology—with a purpose of utilizing its proprietary, state-of-the-art fuel cell platforms to enable a world empowered by clean energy—today reported financial results for its second quarter ended April 30, 2021 and key business highlights.

“We remain focused on execution of our Powerhouse business strategy, including advancing in-flight projects in our backlog. During the quarter, we added 2.8 megawatts to our generation backlog with a new project in Derby, Connecticut,” said Mr. Jason Few, President and CEO. “We continue to increase our investment in research and development towards the commercialization of our solid oxide power generation, storage and hydrogen electrolysis platforms. We also continue to focus on growing our commercial capabilities. We have increased our annualized production rate from 17 MWs at the end of fiscal 2020 to 32 MWs as of April 30, 2021, with an objective of reaching an annualized production rate of 45 MW by the end of this fiscal year, and have invested in our generation assets to improve operating output.”

“We are firmly committed to achieving revenue growth by bringing projects online this year and positioning our portfolio to meet the significant market opportunities that our proprietary technology solutions are well positioned to solve,” continued Mr. Few. “Under our Powerhouse business strategy, we continue to build a foundation for future success, having strengthened our financial foundation, increased our manufacturing output, and increased our talent in critical areas like sales and engineering. We are focused on expanding our geographic markets and driving commercial success in the business by advancing the availability of our Advanced Technologies solutions, including distributed hydrogen, long duration energy storage, and hydrogen production. Our scalable carbonate fuel cell platforms provide a “here now” solution for the increasing requirement of clean, distributed power and hydrogen generation to strengthen and supplement the grid power and enable the hydrogen economy. We believe our proprietary technologies will play a major role in the decarbonization of the grid and generate revenue growth in the future by addressing the promising market opportunities in the global energy transition that is currently underway.”

Mr. Few added, “I am proud to announce that in addition to being ISO9001:2015 and ISO14001:2015 certified (for quality management and environmental management), we are now also ISO 45001:2018 certified, the world's international standard for occupational health and safety. This certification is important to our company as it further supports the importance we place on safety in our everyday practices.  Our platforms are designed, manufactured and constructed to ensure safe and reliable operations. The ISO 45001:2018 occupational health and safety management system certification validates FuelCell Energy’s leadership and commitment to put the health and safety of our team, partners, stakeholders, visitors and the community at the forefront of our priorities.”


FuelCell Energy Second Quarter Fiscal 2021 Results Page 2

Consolidated Financial Metrics

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

Three Months

April 30,

(Amounts in thousands)

2021

2020

Change

Total revenues

$ 13,953

$ 18,880

-26%

Gross (loss) profit

(4,756)

167

-2,948%

Loss from operations

(17,390)

(8,142)

114%

Net Loss

(18,917)

(14,769)

28%

EBITDA

(12,582)

(3,670)

- 243%

Net loss attributable to common stockholders

(19,717)

(15,569)

27%

Net loss per basic and diluted share

$ (0.06)

$ (0.07)

-14%

Adjusted EBITDA

$ (11,329)

$ (3,295)

-244%

Second Quarter of Fiscal 2021 Results

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

Second quarter revenue of $14.0 million represents a decrease of 26% from the prior-year quarter, driven by a $6.3 million decrease in service agreements and license revenues as there were no new module exchanges during the quarter combined with cost estimate adjustments related to changes in the expected timing of future module exchanges.

Service agreements and license revenues decreased 91% to $0.7 million from $7.0 million. The decline in revenue is primarily due to the fact that there were no new module exchanges during the quarter (while new module exchanges generated approximately $5.5 million of revenue in the prior year quarter) and cost estimate adjustments related to changes in the expected timing of future module exchanges (which reduced revenue recognition in the quarter by approximately $0.8 million).

Generation revenues increased 34% to $6.2 million from $4.6 million primarily due to higher operating output of the generation fleet portfolio (which resulted in an increase in generation revenues of approximately $0.8 million) and sales of renewable energy credits (which resulted in an increase in generation revenues of approximately $0.8 million).


FuelCell Energy Second Quarter Fiscal 2021 Results Page 3

Advanced Technologies contract revenues decreased 2% to $7.1 million from $7.3 million. Compared to the second fiscal quarter of 2020, Advanced Technologies contract revenues recognized under the Joint Development Agreement with ExxonMobil Research and Engineering Company (“EMRE”) were approximately $0.4 million higher during the second fiscal quarter of 2021, reflecting continued performance under our Joint Development Agreement with EMRE on fuel cell carbon capture solutions during the quarter. However, the increased revenues under the Joint Development Agreement with EMRE were offset by $0.6 million less revenue recognized under government contracts during the second fiscal quarter of 2021 than during the second fiscal quarter of 2020.

Gross loss for the second fiscal quarter of 2021 totaled $(4.8) million, compared to a gross profit of $0.2 million in the comparable prior-year quarter. Impacting gross loss for the quarter were (i) lower service gross margin due to the fact that no new module exchanges took place during the quarter and due to adjustments to the loss accrual reserves to account for changes in the expected timing of future module exchanges in the second quarter of 2021, (ii) lower generation gross margin related to higher costs for plant maintenance as we continue to invest in efforts to improve fleet performance, and (iii) lower advanced technologies gross margin given the mix of activities in the quarter. These impacts were partially offset by lower manufacturing variances as a result of the increase in the annualized factory production rate.

Operating expenses for the second fiscal quarter of 2021 increased to $12.6 million from $8.3 million in the second fiscal quarter of 2020. Administrative and selling expenses in the second fiscal quarter of 2021 included additional share-based compensation expense of $0.8 million due to the non-cash grants made in August 2020 and November 2020 under our Long-Term Incentive Plans.  An increase in compensation expense and proxy mailing expenses associated with the Company’s annual stockholder meeting also contributed to higher administrative and selling expenses during the second fiscal quarter of 2021. Research and development expenses of $3.0 million during the second fiscal quarter of 2021 reflect increased spending on the Company’s hydrogen commercialization initiatives.

Net loss was $(18.9) million in the second fiscal quarter of 2021, compared to net loss of $(14.8) million in the second fiscal quarter of 2020 due to the changes in gross loss and operating expenses described above.

Adjusted EBITDA totaled $(11.3) million in the second fiscal quarter of 2021, compared to Adjusted EBITDA of $(3.3) million in the second fiscal quarter of 2020. Please see the discussion of non-GAAP financial measures, including Adjusted EBITDA, in the appendix at the end of this release.

The net loss per share attributable to common stockholders in the second fiscal quarter of 2021 was $(0.06), compared to $(0.07) in the second fiscal quarter of 2020. The lower net loss per common share, despite a higher net loss attributable to common stockholders, is due to the higher weighted average shares outstanding due to share issuances since April 30, 2020.  

Cash, Restricted Cash and Financing Update

Cash and cash equivalents and restricted cash and cash equivalents totaled $171.2 million as of April 30, 2021 compared to $192.1 million as of October 31, 2020.  As of April 30, 2021, restricted cash and cash equivalents was $32.1 million, of which $17.4 million was classified as current and $14.7 million was classified as non-current, compared to $42.2 million of restricted cash and cash equivalents as of October 31, 2020, of which $9.2 million was classified as current and $33.0 million was classified as non-current.

Operations Update

Groton Sub Base.  This is a 7.4 MW platform at the U.S. Navy Base in Groton, Connecticut. The Company has completed the majority of its scope of work on this project. Also, the Company is close to resolution of


FuelCell Energy Second Quarter Fiscal 2021 Results Page 4

the interconnection issues with two parties prepared to execute the current form of interconnect agreement. The project is entering the final stages of construction, with commercial operations currently expected in late summer. This FuelCell Energy platform, when operational and incorporated into the Navy’s planned microgrid, will once again demonstrate the reliability of FuelCell Energy’s platforms to perform as a microgrid and support the U.S. military’s efforts to fortify base energy supply while demonstrating its commitment to clean reliable power.

San Bernardino, CA. This is a 1.4 MW platform at the wastewater treatment facility in San Bernardino, California. The Company has received the necessary authorizations from the local utility on the interconnection process for this platform and, as a result, has entered the commissioning stage of this project. The project is expected to achieve its commercial operations date in the third quarter of fiscal year 2021. This FuelCell Energy platform represents another project where FuelCell Energy platforms bring flaring at a wastewater treatment facility to an end.  

Derby, CT. During the quarter, the Company entered into a 20-year power purchase agreement (“PPA”) with United Illuminating for a 2.8 MW project in Derby, CT, which was awarded to the Company as part of the state-sponsored Shared Clean Energy Facility program and added $59.4 million to generation revenue backlog in the quarter ended April 30, 2021. This FuelCell Energy power plant will supply 2.8 MW of clean power to the Connecticut electric grid and will be our second project located in Derby. The clean baseload power generated by this 2.8 MW platform will be enough to power approximately 3,000 homes with continuous clean energy.  The next steps in developing the project include obtaining siting approvals and interconnection agreements and finalizing site engineering.

Other Projects. Equipment manufacture, fabrication and early stage construction is also underway on 24.5 MW of projects, including the Toyota hydrogen project at the Port of Long Beach in California, and utility scale projects in Yaphank on Long Island in New York and in Derby, Connecticut.

Backlog

As of April 30,

(Amounts in thousands)

2021

2020

Change

Service

$ 141,427

$ 160,944

-12.1%

Generation

1,115,573

1,104,347

1.0%

License

22,182

22,369

-0.8%

Advanced Technologies

44,972

56,785

-20.8%

Total Backlog

$ 1,324,154

$ 1,344,445

-1.5%

Backlog decreased 1.5% to $1.32 billion as of April 30, 2021, reflecting the continued execution of backlog and adjustments to generation backlog, primarily resulting from the decrease in fuel pricing which has lowered estimated future revenue, offset by the inclusion of the recently awarded project with United Illuminating in Derby, Connecticut.

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

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


FuelCell Energy Second Quarter Fiscal 2021 Results Page 5

Conference Call Information

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

The live webcast of the call and supporting slide presentation will be available at www.fuelcellenergy.com. To listen to the call, select “Investors” on the home page, proceed to the “Events & Presentations” page and then click on the “Webcast” link listed under the June 10th earnings call event, or click here.
Alternatively, participants can dial 833-231-8261 and state FuelCell Energy or the conference ID number 9058997.

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, including those discussed in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2021 in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements include, without limitation, statements with respect to the Company’s anticipated financial results and statements regarding the Company’s plans and expectations regarding the continuing development, commercialization and financing of its fuel cell technology and its business plans and strategies. These 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 the utility regulatory environment; changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power platforms configured for carbon capture or carbon sequestration; potential volatility of energy prices; 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 “march-in” rights with respect to certain of our patents; the arbitration and other legal proceedings with POSCO Energy Co., Ltd.; our ability to implement our strategy; our ability to reduce our levelized cost of energy and our cost reduction strategy generally; our ability to protect our intellectual property; litigation and other proceedings; the risk that commercialization of our products will not occur when anticipated; 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 power plants and to meet the performance requirements of our contracts; our ability to expand our customer base and maintain relationships with our largest


FuelCell Energy Second Quarter Fiscal 2021 Results Page 6

customers and strategic business allies; changes by the U.S. Small Business Administration or other governmental authorities to, or with respect to the implementation or interpretation of, the Coronavirus Aid, Relief, and Economic Security Act, the Paycheck Protection Program or related administrative matters; and concerns with, threats of, or the consequences of, pandemics, contagious diseases or health epidemics, including the novel coronavirus, and resulting supply chain disruptions, shifts in clean energy demand, impacts to our customers’ capital budgets and investment plans, impacts to our project schedules, impacts to our ability to service existing projects, and impacts on the demand for our 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 contained or incorporated by reference 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) is a global leader in sustainable clean energy technologies that address some of the world’s most critical challenges around energy, safety and global urbanization. As a leading global manufacturer of proprietary fuel cell technology platforms, FuelCell Energy is uniquely positioned to serve customers worldwide with sustainable products and solutions for businesses, utilities, governments and municipalities. Our solutions are designed to enable a world empowered by clean energy, enhancing the quality of life for people around the globe. We target large-scale power users with our megawatt-class installations globally, and currently offer sub-megawatt solutions for smaller power consumers in Europe. To provide a frame of reference, one megawatt is adequate to continually power approximately 1,000 average sized U.S. homes. We develop turn-key distributed power generation solutions and operate and provide comprehensive service for the life of the power plant. Our fuel cell solution is a clean, efficient alternative to traditional combustion-based power generation, and is complementary to an energy mix consisting of intermittent sources of energy, such as solar and wind turbines. Our customer base includes utility companies, municipalities, universities, hospitals, government entities/military bases and a variety of industrial and commercial enterprises. Our leading geographic markets are currently the United States and South Korea, and we are pursuing opportunities in other countries around the world. FuelCell Energy, based in Connecticut, was founded in 1969.

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

Contact:

FuelCell Energy, Inc.

[email protected]

203.205.2491

Source: FuelCell Energy

#


FuelCell Energy Second Quarter Fiscal 2021 Results Page 7

FUELCELL ENERGY, INC.

Consolidated Balance Sheets

(Unaudited)

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

April 30,

2021

October 31,

2020

ASSETS

Current assets:

Cash and cash equivalents, unrestricted

$

139,086

$

149,867

Restricted cash and cash equivalents – short-term

17,427

9,233

Accounts receivable, net

12,147

9,563

Unbilled receivables

7,660

8,041

Inventories

58,920

50,971

Other current assets

10,317

6,306

Total current assets

245,557

233,981

Restricted cash and cash equivalents – long-term

14,669

32,952

Project assets

187,242

161,809

Inventories – long-term

4,586

8,986

Property, plant and equipment, net

35,417

36,331

Operating lease right-of-use assets, net

8,201

10,098

Goodwill

4,075

4,075

Intangible assets, net

19,318

19,967

Other assets

16,526

15,339

Total assets

$

535,591

$

523,538

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt

$

8,575

$

21,366

Current portion of operating lease liabilities

875

939

Accounts payable

15,884

9,576

Accrued liabilities

13,419

15,681

Deferred revenue

17,464

10,399

Preferred stock obligation of subsidiary

-

938

Total current liabilities

56,217

58,899

Long-term deferred revenue

26,698

31,501

Long-term preferred stock obligation of subsidiary

-

18,265

Long-term operating lease liabilities

8,190

9,817

Long-term debt and other liabilities

75,580

150,651

Total liabilities

166,685

269,133

Redeemable Series B preferred stock (liquidation preference of $64,020 as of April 30, 2021 and October 31, 2020)

59,857

59,857

Total equity:

Stockholders’ equity
Common stock ($0.0001 par value); 500,000,000 and 337,500,000 shares authorized as of April 30, 2021 and October 31, 2020 respectively; 322,492,804 and 294,706,758 shares issued and outstanding as of April 30, 2021 and October 31, 2020, respectively

32

29

Additional paid-in capital

1,538,831

1,359,454

Accumulated deficit

(1,229,073)

(1,164,196)

Accumulated other comprehensive loss

(741)

(739)

Treasury stock, Common, at cost (61,836 and 56,411 shares as of April 30, 2021 and October 31, 2020, respectively)

(503)

(432)

Deferred compensation

503

432

Total stockholders’ equity

309,049

194,548

Total liabilities and stockholders’ equity

$

535,591

$

523,538


FuelCell Energy Second Quarter Fiscal 2021 Results Page 8

FUELCELL ENERGY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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

Three Months Ended April 30,

2021

2020

Revenues:

Product

$

-

$

-

Service and license

660

6,972

Generation

6,185

4,631

Advanced Technologies

7,108

7,277

Total revenues

13,953

18,880

Costs of revenues:

Product

1,921

2,838

Service and license

2,867

5,967

Generation

9,422

5,692

Advanced Technologies

4,499

4,216

Total cost of revenues

18,709

18,713

Gross (loss) profit

(4,756)

167

Operating expenses:

Administrative and selling expenses

9,670

7,168

Research and development expense

2,964

1,141

Total costs and expenses

12,634

8,309

Loss from operations

(17,390)

(8,142)

Interest expense

(1,563)

(3,584)

Change in fair value of common stock warrant liability

-

(3,372)

Other income, net

32

340

Loss before benefit (provision) for income taxes

(18,921)

(14,758)

Benefit (provision) for income taxes

4

(11)

Net loss

(18,917)

(14,769)

Series B preferred stock dividends

(800)

(800)

Net loss attributable to common stockholders

$

(19,717)

$

(15,569)

Loss per share basic and diluted:

Net loss per share attributable to common stockholders

$

(0.06)

$

(0.07)

Basic and diluted weighted average shares outstanding

322,500,592

211,000,091


FuelCell Energy Second Quarter Fiscal 2021 Results Page 9

FUELCELL ENERGY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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

Six Months Ended April 30,

2021

2020

Revenues:

Product

$

$

Service and license

5,573

12,584

Generation

11,076

10,073

Advanced Technologies

12,181

12,487

Total revenues

28,830

35,144

Costs of revenues:

Product

4,287

4,854

Service and license

7,966

7,585

Generation

16,537

11,249

Advanced Technologies

8,414

8,008

Total costs of revenues

37,204

31,696

Gross (loss) profit

(8,374)

3,448

Operating expenses:

Administrative and selling expenses

18,602

12,434

Research and development expenses

4,787

2,296

Total costs and expenses

23,389

14,730

Loss from operations

(31,763

)

(11,282

)

Interest expense

(4,108

)

(6,861

)

Loss on extinguishment of debt

(11,156

)

-

Loss on extinguishment of Series 1 preferred share obligation

(934

)

-

Change in fair value of common stock warrant liability

(15,974

)

(37,617)

Other (expense) income, net

(946

)

871

Loss before benefit (provision) for income taxes

(64,881

)

(54,889

)

Benefit (provision) for income taxes

4

(31

)

Net loss

(64,877

)

(54,920

)

Series B preferred stock dividends

(1,600

)

(1,731

)

Net loss attributable to common stockholders

$

(66,477

)

$

(56,651

)

Loss per share basic and diluted:

Net loss per share attributable to common stockholders

$

(0.21

)

$

(0.27

)

Basic and diluted weighted average shares outstanding

317,219,129

206,560,031


FuelCell Energy Second Quarter Fiscal 2021 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 April 30,

Six Months Ended April 30,

(Amounts in thousands)

2021

2020

2021

2020

Net loss

$ (18,917)

$ (14,769)

$ (64,877)

$ (54,920)

Depreciation and amortization (1)

4,808

4,472

10,412

9,102

(Benefit) provision for income taxes

(4)

11

(4)

31

Other (income)/expense, net (2)

(32)

(340)

946

(871)

Loss on extinguishment of debt

-

-

11,156

-

Loss on extinguishment of Series 1 preferred share obligation

-

-

934

-

Change in fair value of common stock warrant liability

-

3,372

15,974

37,617

Interest expense

1,563

3,584

4,108

6,861

EBITDA

$ (12,582)

$ (3,670)

$ (21,351)

$ (2,180)

Share-based compensation expense

1,253

375

2,670

863

Legal settlement (3)

-

-

-

(2,200)

Adjusted EBITDA

$ (11,329)

$ (3,295)

$ (18,681)

$ (3,517)

(1)Includes depreciation and amortization on our Generation portfolio of $3.6 million and $8.0 million for the three and six months ended April 30, 2021, respectively, and $3.2 million and $6.4 million for the three and six months ended April 30, 2020, respectively.
(2)Other (income)/expense, net includes gains and losses from transactions denominated in foreign currencies, changes in fair value of derivatives, and other items incurred periodically, which are not the result of the Company’s normal business operations.
(3)The Company received a legal settlement of $2.2 million during the three months ended January 31, 2020, which was recorded as an offset to administrative and selling expenses.


Exhibit 99.2

GRAPHIC

FuelCell Energy Q2 2021 Investor Presentation Second Quarter of Fiscal 2021 Financial Results & Strategy Update June 10, 2021 Exhibit 99.2

GRAPHIC

FuelCell Energy Q2 2021 Investor Presentation 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 Quarterly Report on Form 10-Q for the quarter ended April 30, 2021 in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements include, without limitation, statements with respect to the Company’s anticipated financial results and statements regarding the Company’s plans and expectations regarding the continuing development, commercialization and financing of its fuel cell technology and its business plans and strategies. These 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 the utility regulatory environment; changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power platforms configured for carbon capture or carbon sequestration; potential volatility of energy prices; 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 “march-in” rights with respect to certain of our patents; the arbitration and other legal proceedings with POSCO Energy Co., Ltd.; our ability to implement our strategy; our ability to reduce our levelized cost of energy and our cost reduction strategy generally; our ability to protect our intellectual property; litigation and other proceedings; the risk that commercialization of our products will not occur when anticipated; 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 power plants 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; changes by the U.S. Small Business Administration or other governmental authorities to, or with respect to the implementation or interpretation of, the Coronavirus Aid, Relief, and Economic Security Act, the Paycheck Protection Program or related administrative matters; and concerns with, threats of, or the consequences of, pandemics, contagious diseases or health epidemics, including the novel coronavirus, and resulting supply chain disruptions, shifts in clean energy demand, impacts to our customers’ capital budgets and investment plans, impacts to our project schedules, impacts to our ability to service existing projects, and impacts on the demand for our 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 contained or incorporated by reference 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. The Company refers to non-GAAP financial measures in this presentation. The Company believes that this information is useful to understanding its operating results and assessing performance and highlighting trends on an overall basis. Please refer to the Company’s earnings release and the appendix to this presentation for further disclosure and reconciliation of non-GAAP financial measures.(As used herein, the term “GAAP” refers to generally accepted accounting principles in the U.S.) The information set forth in this presentation is qualified by reference to, and should be read in conjunction with, our Annual Report on Form 10-K for the fiscal year ended October 31, 2020, filed with the SEC on January 21, 2021, our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2021, filed with the SEC on June 10, 2021, and our earnings release for the second fiscal quarter ended April 30, 2021, filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 10, 2021. Safe Harbor Statement 2

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FuelCell Energy Q2 2021 Investor Presentation 36% 36% 28% 0% Service & License Advanced Technologies Generation Product GLOBAL CUSTOMERS 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 COMPANY HIGHLIGHTS FuelCell Energy: A Global Leader in Fuel Cell Technology – Operating Since 1969 3 TOTAL FY 2020 REVENUE BREAKDOWN: $70.9M2 Demand for Clean, Reliable Electricity Driving Adoption of Fuel Cell Technology High Visibility to Recurring Revenue 1 As of the year ended October 31, 2020, except employees and MWh’s generated which are as of 4/30/2021 2 Percentages are % of FY20 revenue >250 MW Capacity in Field >50 Global Plant Installations 3 Continents ~365 Employees FCEL Listing: NASDAQ HQ Danbury, Connecticut 1 >12 Million MWh’s generated with SureSource Patented Technology

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FuelCell Energy Q2 2021 Investor Presentation Purpose Statement 4 Enable The World To Live A Life Empowered By Clean Energy

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FuelCell Energy Q2 2021 Investor Presentation Today’s Messages 5 Executing against project backlog ✓ Execution of power purchase agreement (“PPA”) for 2.8MW Shared Clean Energy Facility (SCEF) project in Derby, CT; $59.4M of new backlog ✓ Nearing completion on U.S. Navy base in Groton, CT • Close to resolution on the interconnection agreement with two parties; prepared to execute the current form of the agreement • Entering the final phases of construction • Targeting commercial operations in late summer of 2021 ✓ Entered commissioning stage of Biogas project in San Bernardino, CA. Interconnect agreement authorized; Expected COD in Q3 of fiscal year 2021 ✓ Equipment manufacture, fabrication and construction underway on 24.5MW of projects in Yaphank, NY, Derby, CT, and hydrogen project platform with Toyota at the Port of Long Beach, CA ✓ Annualized production rate increased from 17MW at the end of fiscal year 2020; goal of a 45MW annualized production rate by fiscal year-end 2021 Increased investment in R&D ✓ Driven by push towards commercialization of the Company’s hydrogen generation and storage platforms Strengthening leadership position in sustainability ✓ Addressing major global issues with our technology portfolio: • Distributed generation • Distributed hydrogen • Long-duration hydrogen energy storage, power generation, electrolysis • Carbon Capture, Sequestration and Utilization (CCSU) 1 2 Rendering of the FuelCell Project for Toyota at the Port of Long Beach, CA SureSource HydrogenTM, our multi value platform that will produce 2.3 MW of clean electricity, 1,200 kg of hydrogen per day, as well as hot water to be used in the washing of Toyota’s hydrogen-fueled cars and Class A trucks 3

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FuelCell Energy Q2 2021 Investor Presentation Q2 2021 Financial Performance

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FuelCell Energy Q2 2021 Investor Presentation Second Quarter of Fiscal 2021 Highlights Revenues of $14.0M compared to $18.9M for Q2 2020 • Service and License declined to $0.7M from $7.0M due to no new module exchanges in the quarter and cost estimate adjustments related to change in the expected timing of future module exchanges • Generation increased to $6.2M from $4.6M, reflecting higher operating output of generation fleet portfolio and sales of renewable energy credits • Advanced Technologies decreased to $7.1M from $7.3M Loss from operations of $(17.4)M compared to $(8.1)M for Q2 2020 • Higher gross loss due to no new module exchanges, higher costs for plant maintenance due to investments in efforts to improve the fleet performance and lower margin given the mix of Advanced Technologies activities, partially off-set by lower manufacturing variances • Operating expenses increased to $12.6M from $8.3M - Administrative and Selling expenses were impacted by higher non-cash share-based compensation expense, increased compensation expenses and increased proxy mailing expenses - R&D expenses increased as a result of increased spending on hydrogen commercialization initiatives Net loss of $(18.9)M compared to $(14.8)M for Q2 2020 Adjusted EBITDA of $(11.3)M compared to $(3.3)M for Q2 20201 Winter 2020 Summer 2020 FuelCell Project with CMEEC SureSourceTM 7.4 MW Location: U.S. Navy Subbase | Groton, CT Current 7 (1) Reconciliation of adjusted EBITDA to most directly comparable GAAP financial measure is included in the appendix

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FuelCell Energy Q2 2021 Investor Presentation 8 1 Refer to reconciliation in Appendix. Net Loss to Common Stockholders, Net Loss, Loss from Operations and Adjusted EBITDA1 ($M) Backlog as of April 30th ($B) ▪ Adjusted EBITDA of $(11.3)M compared to $(3.3)M, reflecting lower revenues, unfavorable margins associated with service as a result of no new module exchanges and cost estimate adjustments, higher expenses due to higher non-cash share-based compensation expense, compensation expenses and proxy mailing costs as well as increased spending on hydrogen commercialization initiatives ▪ 1.5% decrease in backlog, reflecting the continued execution of backlog and adjustments to Generation backlog, primarily resulting from the decrease in fuel pricing which has lowered estimated future revenue, partially offset by addition of $59.4M of new backlog for the SCEF project in Derby, CT $0.183 $0.164 $1.104 $1.116 $0.057 $0.045 Q2 2020 Q2 2021 $1.324 $1.344 ■ Adv. Tech. ■ Generation ■ Service + License $(15.6) $(19.7) $(14.8) $(18.9) $(8.1) $(17.4) $(3.3) $(11.3) ▪ Net Loss to Common Stockholders ▪ Loss from Operations ▪ Adjusted EBITDA1 ▪ Net Loss Q2 2020 Q2 2021 Second Quarter of Fiscal 2021 Financial Performance and Backlog

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FuelCell Energy Q2 2021 Investor Presentation 1 As of 4/30/21, 2 Project assets consist of capitalized costs for fuel cell projects, and excludes accumulated depreciation Strong Liquidity with Increased Unrestricted Cash to Fund Projects in Development ■ Restricted ■ Unrestricted $9.4 $149.9 $139.1 $30.3 $42.2 $32.1 10/31/2019 10/31/2020 4/30/2021 $192.1 $171.2 Cash and Equivalents ($M) Strong Liquidity Total cash, restricted cash, and equivalents1 of $171.2M • Unrestricted cash and cash equivalents of $139.1M as of April 30, 2021, an increase of $110M compared to the end of the second quarter of fiscal 2020 • Enhances the Company’s ability to accelerate strategic initiatives through increased investment in project assets, R&D, sales and marketing efforts Growing Project Assets Total project assets2 grew to $223.4M as of April 30, 2021, reflecting progress made against project backlog ■ Completed ■ In Development $75.1 $99.4 $125.5 $84.9 $91.2 $97.9 10/31/2019 10/31/2020 4/30/2021 Project Assets2 ($M) $190.6 $223.4 $160.0 $39.8 4/30/2021 4/30/2021 Cash, Liquidity and Project Assets 9

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FuelCell Energy Q2 2021 Investor Presentation *Only known platform that produces hydrogen and water. DISTRIBUTED GENERATION DISTRIBUTED HYDROGEN & CARBON SEPARATION* HYDROGEN & ENERGY STORAGE CARBON CAPTURE INDUSTRY APPLICATION • Enabling microgrid power generation • Local generation reducing above ground risk • Improving the climate and air quality in local communities • $1.3B of project backlog as of April 30, 2021 • Building hydrogen distribution platform in Long Beach to support Toyota’s operations to fuel zero emission FCEV’s and provide clean water • Will enable hydrogen transportation • No pipeline infrastructure needed • Working to advance FuelCell Energy reversible solid oxide technology, with support from the US Department of Energy, that will support the technology for electrolysis and energy storage applications • Joint development agreement with ExxonMobil Research and Engineering Company (EMRE) • Unique carbon capture technology that captures carbon while producing power SOLUTION STATUS In Operation Commercially Available Advanced Development Developing with EMRE ADDITIONAL APPLICATIONS ENABLED THROUGH OUR TECHNOLOGY PLATFORM • Carbon separation to support industry, such as beverage, agriculture and more • Natural gas blending to reduce carbon • Hydrogen to repower gas engines • Highly efficient electrolysis • Hydrogen power generation • Mitigating climate change Building on Multi-Featured Current Technology Strengths with Next-Gen Technologies 10 Commercializing an Advanced Clean Energy Technology Portfolio Today 2022+

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FuelCell Energy Q2 2021 Investor Presentation Providing Flexible Hydrogen Solutions for the Global Energy Transformation FuelCell Energy Positioned to Deliver Value At Every Step In The Hydrogen Value Chain 11 3 Platforms Capable of Delivering Hydrogen • Carbonate - Tri-Gen • Carbonate - REP • SOFC – SOEC Differentiated Platforms • Tri-Gen – Only known platform capable of producing 1) Hydrogen, 2) Water, and 3) Electricity • Tri-Gen and REP – Capable of producing Green and Blue Hydrogen utilizing fuel • Tri-Gen – Leverage the sale of power/electricity to offset the cost of Hydrogen • SOEC – Capable of delivering 100% efficiency with the addition of thermal energy • SOFC – One fuel cell stack to perform electrolysis and utilize the produced Hydrogen to generate zero-carbon, zero-emission power/electricity • Distributed Hydrogen platforms – no pipeline or other transportation infrastructure required Industry Feedstock Transportation Applications capable of utilizing FuelCell Energy technology Heating Power Generation •Shipping •Aviation •Cars •Rail •Trucks •Buses •Steel •Chemicals •Refineries H2 Blue Hydrogen H2 Green Hydrogen H2 Green Hydrogen H2 Grid Hydrogen Solid Oxide Platform Solid Oxide Platform Solid Oxide Platform Carbonate Platform Carbonate Platform Grid Nuclear Renewable Biogas Natural Gas Carbon Capture Carbonate Platform & H2 Green Hydrogen

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FuelCell Energy Q2 2021 Investor Presentation Hydrogen Generation: Solid Oxide Electrolysis Cell (SOEC) Technology 12 Competitively Advantaged to Address Promising Market Opportunities for Hydrogen Location: FuelCell Energy headquarters, Danbury, CT Our Expertise • System currently operating at corporate office in Danbury, CT • Developing a commercial model • Advanced manufacturing process utilizes proprietary designs and state-of-the-art manufacturing equipment • Torrington production facility and Danbury corporate headquarters and R&D facility are ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 certified Technological Advantages • Compact, lightweight and scalable stack design • Can produce hydrogen through internal reforming and electrolysis • Can alternate between fuel cell and electrolysis modes in hydrogen-based energy storage systems Senator Chris Murphy and Representative Johana Hayes visited FuelCell Energy on June 4th • Learned about FuelCell Energy’s SOEC demonstration platform, and the solutions it delivers for hydrogen and energy storage •“This is the moment to make a big, big play in clean technology, and that play has to include a major investment in fuel cells.” - U.S. Senator Chris Murphy, June 4, 2021

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FuelCell Energy Q2 2021 Investor Presentation • Enhanced liquidity: Net proceeds from public offerings during fiscal 2020 of more than $170 million at an efficient cost of capital • Capital structure: Continue to enhance liquidity and deliver an overall lower cost of capital with a goal of creating a capital structure that provides for more efficient financing across our platforms and subsidiaries enabled by continued deployment of our projects, advancement of our technologies, and execution of our strategy Powerhouse Business Strategy: Well Positioned for LT Growth and Value Creation 13 • Optimization of core business: Capitalizing on our core technological strengths in key project markets including biofuels, microgrids, distributed hydrogen, and carbon separation and utilization • Commercial excellence: Strengthening customer relationships and building a customer-centric reputation; building our sales pipeline by increasing focus on targeted differentiated applications, product sales and geographic market and customer segment expansion • Innovation: Successfully delivering extended life stack modules; expanding commercialization of new technologies including proprietary gas treatment systems, advancing hydrogen and carbon capture, utilization, and sequestration • Geographic and market expansion: Targeting growth opportunities in Asia, Europe, United States and the Middle East • Capital deployment: Making investments that further enhance performance, advance product commercialization, reduce costs and generate targeted return on our investments • Operational excellence: Executing on our project backlog; lean resource management driving rational cost management across our business • Achieved ISO 45001:2018 certificate; in addition to ISO 9001:2015 and ISO 14001:2015 certificates previously received. - Safety is core to our everyday practices - Validates Company’s leadership and commitment to put health and safety at the forefront of our priorities. Disciplined Plan to Strengthen Business, Maximize Operational Efficiencies and Position FuelCell Energy for Growth Build a Durable Financial Foundation and Enhance Financial Results Drive Operational Excellence Penetrate Significant Market Opportunities Where We Can Win Transform Strengthen Grow Largely Completed Began in 2020 with Ongoing Efforts 2021 and Beyond

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FuelCell Energy Q2 2021 Investor Presentation FUTURE GOALS 1. Positive EBITDA 2. Positive Free Cash Flow 3. Deliver Returns on Invested Capital 4. Revenue growth from commercialization of our hydrogen and carbon capture platforms, and carbon separation and utilization applications 5. Achieve Grid Parity Pricing Business Plan Targets and Goals 14 KEYS TO BUSINESS PLAN ACHIEVEMENT • Execution on project backlog & achieving key milestones • Winning new business around the world • Continued cost control & efficient capital deployment • Commercialization of our solid oxide platforms for stationary power, electrolysis / hydrogen production and long duration energy storage • Commercialization of our carbon capture platform and carbon separation application Focusing on Profitable Growth Enabled by Strengthened Financial Position FY 2022 TARGETS Grow Generation Portfolio1 100% Revenue Growth1 Double-digit CAGR Adjusted EBITDA Deliver Positive Adj. EBITDA 1 As compared to results for the fiscal year ended October 31, 2019.

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FuelCell Energy Q2 2021 Investor Presentation Key Investment Highlights 15 1 2 3 4 Strengthened balance sheet with liquidity to complete project backlog and accelerate commercialization of new technologies Leadership committed to project execution, achieving financial milestones, and delivering state-of-the-art fuel cell platforms to contribute to decarbonization and global climate change mitigation Innovative technology for clean, reliable and scalable distributed baseload power, distributed hydrogen, long-duration storage and carbon capture, separation and utilization Progressing on our path of execution to Transform, Strengthen and Grow the organization for long-term success 5 A Leader in Sustainability and Environmental Stewardship with our technology platform solutions

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FuelCell Energy Q2 2021 Investor Presentation Fuel Cell Project: SureSourceTM 7.4 MW Yaphank, NY Q&A

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FuelCell Energy Q2 2021 Investor Presentation Fuel Cell Project: SureSourceTM 7.4 MW Yaphank, NY Appendix

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FuelCell Energy Q2 2021 Investor Presentation GAAP to Non-GAAP Reconciliation 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. 1) Includes depreciation and amortization on our Generation portfolio of $3.6 million and $8.0 million for the three and six months ended April 30, 2021, respectively, and $3.2 million and $6.4 million for the three and six months ended April 30, 2020, respectively. 2) Other (income)/expense, net includes gains and losses from transactions denominated in foreign currencies, changes in fair value of derivatives, and other items incurred periodically, which are not the result of the Company’s normal business operations. 3) The Company received a legal settlement of $2.2 million during the three months ended January 31, 2020, which was recorded as an offset to administrative and selling expenses. 18

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FuelCell Energy Q2 2021 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 UCI 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 32.6 Operating Generation Portfolio as of April 30, 2021 Total MW Operating: FuelCell Energy Operating Portfolio and Project Backlog Overview 19 (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 2.3 20 Derby (SCEF) Eversource/United Illuminating (CT Utilities) Derby, CT 2.8 20 43.5 Projects in Process as of April 30, 2021 Total MW In Process:

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