UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 16, 2020

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

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

Not Applicable

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

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

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

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.   ☐

On March 16, 2020, FuelCell Energy, Inc. (the “Company”) issued a press release announcing its financial results and providing a business update as of and for its first fiscal quarter ended January 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.   .

A copy of the investor presentation slides that will be used by the Company during its March 16, 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.

(d)  The following exhibits are being furnished herewith:

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.

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

FuelCell Energy Reports Financial Results for the First Quarter of Fiscal Year 2020 and

Provides Business Update

DANBURY, CT – March 16, 2020 -- FuelCell Energy, Inc. (Nasdaq: FCEL), a global leader in fuel cell technology focused on utilizing its proprietary, state-of-the-art fuel cell platforms to enable a world empowered by clean energy, today reported financial results for its first quarter ended January 31, 2020 and key business highlights.

“Our accomplishments in the quarter were a manifestation of our successful execution in a number of areas, including an increase in revenue over the fourth quarter of fiscal 2019, and our continued focus on effective management of operating expenses, while continuing to deliver on project build-out and improvements in our balance sheet and cash on hand,” said Jason Few, President and CEO.

Mr. Few continued, “These results clearly reflect the overall momentum of FuelCell Energy’s turnaround.  As I noted during our fourth quarter earnings call, while we continue to strengthen and grow, we have begun to shift our focus to a longer-term view, where our business model and our differentiated energy platforms create significant opportunities to add revenue and earnings as we build on our business development capabilities.”

First Quarter of Fiscal 2020 Results

Note: All comparisons between periods are between the first quarter of fiscal 2020 and the first 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. These non-GAAP 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.

First quarter revenue of $16.3 million represents a decrease of 9% and reflects a decrease in Service and License revenues, partially offset by increased Generation and Advanced Technologies contract revenues.

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Gross profit for the first fiscal quarter of 2020 totaled $3.3 million, compared to a loss of $(2.2) million in the comparable prior-year quarter. Results for the first fiscal quarter of 2020 benefitted from our restructuring initiative in 2019, which resulted in lower manufacturing costs, contributions from our larger generation fleet (related to the acquisition of the Bridgeport Fuel Cell Park project), and the license revenue recognized in the quarter.

Operating expenses for the first fiscal quarter of 2020 decreased by 51% to $6.4 million, compared to $13.0 million in the first fiscal quarter of 2019. Research and development expenses of $1.2 million and Administrative and Selling expenses of $5.3 million reflect lower headcount and overhead as a result of restructuring activities during fiscal 2019 and an increased allocation of efforts to revenue producing activity. Administrative and Selling expenses also benefited from a legal settlement of $2.2 million received during the quarter.

Loss from operations improved to $(3.1) million in the first fiscal quarter of 2020 when compared to loss from operations of $(15.2) million in the first fiscal quarter of 2019.

“We have made significant progress over the last 9 months in improving the operational effectiveness and financial health of the company. During the same time, we have also been laying the foundation for marketplace success through improvements to our sales and marketing capabilities and to our energy platform offerings.  As a result, we believe that FuelCell Energy is increasingly viewed as an industry leader delivering innovation and is well positioned for the global transition to more sustainable energy solutions, as supported by a robust sales pipeline, to deliver growth for the company,” said Jason Few.

Few also noted, “We are confident that we are on the right path to deliver value for all our stakeholders, which is a testament to the efforts of the FuelCell Energy team who work tirelessly to deliver these results while staying true to our purpose of enabling a world empowered by clean energy. We believe that our clean, always on energy platforms enable our customers to continue to enjoy the benefits of clean energy without sacrificing the reliability and stability of the grid or changing the way they live.”

Net loss was $(40.2) million in the first fiscal quarter of 2020, compared to net loss of $(17.5) million in the first fiscal quarter of 2019. The increase in the net loss is primarily due to a change in the fair value of the liability associated with the warrants issued to the lenders under our credit agreement with Orion Energy Partners Investment Agent, LLC and its affiliated lenders, partially offset by higher gross profit and lower operating expenses.

Adjusted EBITDA totaled $(0.2) million in the first fiscal quarter of 2020, compared to Adjusted EBITDA of $(12.1) million in the first fiscal quarter of 2019. Please see the discussion of non-GAAP financial measures, including Adjusted EBITDA, in the appendix at the end of this release.

The net loss per share attributable to common stockholders in the first fiscal quarter of 2020 was $(0.20), compared to $(3.97) in the first fiscal quarter of 2019. The lower net loss per common share is due to higher weighted average shares outstanding due to share issuances since January 31, 2019.  The net loss per share in the first quarter of fiscal 2020 includes the change in the fair value of the liability associated with the warrants issued to the lenders under our credit agreement with Orion Energy Partners Investment Agent, LLC and its affiliated lenders of $34.2 million, accounting for approximately a $(0.17) per share impact on the reported net loss per share. The net loss per share attributable to common stockholders in the quarter ended January 31, 2019 included a deemed dividend totaling $0.5 million and redemption value adjustments of $8.6 million on the Company’s Series C Convertible Preferred Stock, as well as a deemed dividend of $1.9 million and $3.8 million of redemption accretion on the Company’s Series D Convertible Preferred Stock.

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“Lastly, I would be remiss if I didn’t discuss the Coronavirus as it relates to our team members, suppliers and business overall,” added Few. “We remain vigilant and are taking precautions to help our team members remain safe and are monitoring supply lines and the potential impact of the coronavirus on our operations.  In addition, we are complying and will continue to comply with all state, federal and international government rules and regulations that dictate how we must respond to the virus.”

Cash, Restricted Cash and Financing Activities

Cash and cash equivalents and restricted cash and cash equivalents totaled $73.9 million as of January 31, 2020 compared to $39.8 million as of October 31, 2019.  As of January 31, 2020, restricted cash and cash equivalents was $35.7 million, of which $8.2 million was classified as current and $27.5 million was classified as non-current, compared to $30.3 million of total restricted cash and cash equivalents as of October 31, 2019, of which $3.5 million was classified as current and $26.9 million was classified as non-current.

Net cash provided by financing activities was $49.0 million during the three months ended January 31, 2020, resulting from the receipt of $65.5 million of debt proceeds from our credit facility with Orion Energy Partners Investment Agent, LLC and its affiliated lenders, net of a debt discount of $1.6 million, and $3.0 million of debt proceeds from Connecticut Green Bank and common stock sales of $3.5 million, offset by debt repayment of $15.5 million, the payment of deferred financing costs of $2.5 million, and the payment of preferred dividends and return of capital of $3.4 million.

Key Consolidated Financial Metrics

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Backlog

(1) In July 2018, we contracted to operate and maintain a 20 MW plant for Korea Southern Power Company (“KOSPO”). This contract was originally represented in backlog as twenty years reflecting the total term of the contract. Under the terms of the contract, KOSPO has a renewal option in year ten. Thus, under the adoption of Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which was implemented on November 1, 2018, service backlog was reduced by $64.3 million in 2019 compared to amounts previously disclosed. Should KOSPO exercise this option, service backlog will be adjusted accordingly.

Backlog increased to $1.36 billion as of January 31, 2020, reflecting additional generation backlog from the Bridgeport Fuel Cell Park, San Bernardino, and LIPA Yaphank Solid Waste Management projects. Backlog was impacted by the removal of the Bolthouse Farms project in the fourth quarter of fiscal 2019, and revenue recognized during the period. Service backlog decreased mainly as a result of the acquisition of the Bridgeport Fuel Cell Park project. 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 for which the Company has a power purchase agreement (“PPA”) are included in generation backlog, which represents future revenue under long-term PPAs. 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 first 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 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.

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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, and the current implications of the novel coronavirus (Covid-19), 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 fuel cell technology. We develop turn-key distributed power generation solutions and operate and provide comprehensive services 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, markets and geographies. Our mission and purpose remains to utilize our proprietary, state-of-the- art fuel cell power plants to reduce the global environmental footprint of baseload power generation by providing environmentally responsible solutions for reliable electrical power, hot water, steam, chilling, hydrogen, microgrid applications, 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.

[email protected]

203.205.2491

Source: FuelCell Energy

#

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FUELCELL ENERGY, INC.

Consolidated Balance Sheets

(Unaudited)

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

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FUELCELL ENERGY, INC.

Consolidated Statements of Operations

(Unaudited)

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

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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.  

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First Quarter of Fiscal 2020 Financial Results & Business Update March 16, 2020 Exhibit 99.2

Safe Harbor Statement This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the Company’s anticipated financial results and statements regarding the Company's plans and expectations regarding the continuing development, commercialization and financing of its fuel cell technology and its business plans and strategies. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could cause such a difference include, without limitation, changes to projected deliveries and order flow, changes to production rate and product costs, general risks associated with product development, manufacturing, changes in the regulatory environment, customer strategies, ability to access certain markets, unanticipated manufacturing issues that impact power plant performance, changes in critical accounting policies, access to and ability to raise capital and attract financing, potential volatility of energy prices, rapid technological change, competition, the Company’s ability to successfully implement its new business strategies and achieve its goals, the Company’s ability to achieve its sales plans and cost reduction targets, and the current implications of the novel coronavirus (Covid-19), as well as other risks set forth in the Company’s filings with the Securities and Exchange Commission (SEC). 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 January 31, 2020, filed with the SEC on March 16, 2020, and our earnings release for the first quarter ended January 31, 2020, filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 16, 2020.

2020 Conference Appearances Upcoming Conference Appearances Date Event Location May 12th Oppenheimer 5th Annual Emerging Growth Conference NYC May 20th – 21st B. Riley FBR’s 21st Annual Institutional Investor Conference Beverly Hills May 28th Cowen’s 48th Annual TMT Conference NYC

A Global Leader in Fuel Cell Technology Operating Since 1969 Demand for Clean, Reliable Electricity Driving Adoption of Fuel Cell Technology GLOBAL CUSTOMERS 1 As of year ended October 31, 2019 GENERATION SERVICE & LICENSE % of FY 2019 Revenue 44% Advanced Technologies Product Company Highlights1 Revenue Drivers Danbury, CT Headquarters ~300 Employees 3 Continents 57 Global plant installations >255 MW Capacity in Field $60.8M Total FY 2019 Revenue 23% 32% 1% High Visibility to Recurring Revenue

Purpose Statement Enable the world to live a life empowered by clean energy

Today’s Messages Q1 in line with management expectations; solid gross margins and cash on hand in the first quarter Advancing Powerhouse Strategy across global operating model Expect revenue growth for the balance of fiscal 2020 vs. 2019, driven by Generation revenue and Advanced Technology work with ExxonMobil Research and Engineering Company (“EMRE”) Extending leadership in sustainability and environmental stewardship As mentioned at ExxonMobil’s Investor Day this month, we are a key technology partner in the pursuit of a Carbon Capture solution that will clean up industrial and combustion-based power generation emissions We have thoroughly assessed the potential impacts of the Coronavirus: We remain vigilant and are taking precautions to help our team members remain safe and are monitoring supply lines and the potential impact of the coronavirus on our operations. We will comply with all state, federal and international government rules that dictate how we must respond to the virus

Q1 2020 Financial Performance

First Quarter of Fiscal 2020 Highlights Significantly Improved Financial Performance 9% decline in revenues to $16.3 million in the first quarter of fiscal 2020 versus $17.8 million in the first quarter of fiscal 2019 249% improvement in gross profit, with gross margin improving to 20.2% versus (12.4%) in the first quarter of fiscal 2019 51%, or $6.6 million, decrease in operating expense versus the first quarter of fiscal 2019 Loss from operations improved to $(3.1) million in the first quarter of fiscal 2020, compared to a loss from operations of $(15.2) million in the first quarter of fiscal 2019 Backlog of $1.36 billion as of January 31, 2020, a $117.9 million (or 9%) improvement from January 31, 2019 SureSourceTM 7.4 MW Fuel Cell Project with CMEEC Located on the U.S. Navy Subase Groton, Connecticut

First Quarter of Fiscal 2020 Financial Performance Improved Financial Performance Resulting from Business Transformation Efforts 1 Refer to reconciliation in appendix Backlog ($B) Net Loss, Loss from Operations and Adjusted EBITDA ($M) Adjusted EBITDA improved to $(0.2) million from $(12.1) million in fiscal Q1-19 Benefitted from 51% reduction in operating expense Reduced cost and improved factory cost absorption improved by $1.4 million versus prior year quarter Generation revenue improved ~$4 million Cash, Restricted Cash, and Equivalents ($M) $73.9 million total cash, restricted cash, and equivalents as of 1/31/20 $65.5 million funding from Orion Energy Partners; $120 million remaining available under credit facility $3.0 million financing from CT Green Bank Subsequent to the quarter, completed sale/leaseback transaction with Crestmark for the Tulare BioMAT Fuel Cell Project $117.9 million increase in Backlog, reflecting additional generation backlog from the Bridgeport Fuel Cell Park, San Bernardino, and the LIPA Yaphank Solid Waste Management projects. Loss from Operations Adjusted EBITDA (1) Net Loss

Powerhouse Business Strategy: Positioning FuelCell Energy for Long-Term Growth and Value Creation On a Three-year Execution Path to Transform The Company TRANSFORM STRENGTHEN GROW Build a solid financial foundation Strengthen the business and maximize operational efficiencies Capture growth by leveraging core strengths and partnerships Delivered cost savings: Realized annualized operating savings of approximately $15 million through the restructuring of our business Capital deployment: Obtained low-cost, long-term financing for generation projects including Tulare and new loan through Connecticut Green Bank Commercial excellence: Strengthened customer relationships and built a customer-centric reputation driving significant increase in YOY sales pipeline Operational excellence: Backlog execution on time and on budget demonstrated through delivery of Tulare Project and significant progress on CMEEC/US Naval Submarine Base Project Cost reductions: Lean resource management driving significant year over year change in operating expense Sales growth: Well positioned to increase product sales with key strategic customers Innovation: Successful delivery of extended 7-year life stack modules; expanding commercialization of new technologies including proprietary gas treatment systems Segment leadership: Capitalizing on expertise and competitive advantages in key markets—biofuels, microgrid development, and hydrogen economy expansion Education: Working with legislators and regulators in target geographies to increase awareness of benefits of FuelCell SureSourceTM platforms Geographic and market expansion: Increased the cadence of action to resolve POSCO Energy situation with the goal of pursuing growth in Asia; and pursue other global markets

* Project renderings, not actual pictures Focused on Execution Significant Progress Underway On Projects That Will Shape Our Future Advanced Technology Driving Innovation and Solutions Carbon Capture JDA making progress First SureSource Hydrogen project to proceed following favorable CPUC ruling Upcoming Project Mobilizations: Yaphank, Long Island, NY Derby, CT San Bernardino, CA SureSourceTM 7.4 MW Fuel Cell Project* Yaphank, New York SureSourceTM 14.8 MW Fuel Cell Project* Derby, Connecticut

Maintaining Long-Term Targets and Goals Strengthened Financial Position Will Enable Profitable Growth FY 2022 Targets Grow Generation Portfolio (1) 100% Revenue Growth (1) Double-digit CAGR Adjusted EBITDA Deliver positive Adjusted EBITDA Keys to Business Plan Achievement: Execution on project backlog Winning new business around the world Continued cost control Achieving project milestones Efficient capital deployment Future Goals Achieve grid parity Positive EBITDA Positive free cash flow Deliver return on invested capital (1) As compared to results for the fiscal year ended October 31, 2019

Key Company Highlights Strengthened balance sheet with funding secured to deliver long-term projects to generate recurring revenue 1 New leadership committed to project execution, achieving financial milestones and operational efficiencies 2 On a three-year path of execution to Transform, Strengthen and Grow the organization for long-term success 4 Unrivaled technology for ultra-clean, reliable and scalable baseload power 3

Q&A

Appendix

GAAP to Non-GAAP Reconciliation

■ Generating Assets1 (MW) ■ Current Backlog (MW) Orion Energy Partners Funding in Place to Support Execution of Backlog 1 Purchase Power Agreements; 2 Forecasted annual contracted revenue Recurring Revenue with Increase in Backlog ($) Recurring Revenue2 from Current Backlog ($) □ Future Projects (MW) Recurring Revenue Expected to Grow by 3X With Execution of Project Backlog Estimated Project Completions 2020 2021 2022 Groton, CT Derby, CT Yaphank, NY San Bernardino, CA Hartford, CT Toyota, CA MW

The Evolving Energy Grid Fuel Cell Technology a growing source of clean, reliable power for microgrid solutions, Carbon Capture and Energy Storage GENERATION Solar Power Nuclear Power Plant Thermal Power Plant Wind Power Plant TRANSMISSION Hydrogen Fuel Cities and Offices Smart Houses Industrial Plant Large Scale Carbon Capture and Power Long-Duration Storage of Energy Long-Duration Storage of Energy Combined Heat / Cooling and Power Carbon Capture and Power Hydrogen and Power Microgrid Power DISTRIBUTION END USERS