
FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the quarterly period endedJanuary 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period fromto Commission file number:1-14204 FUELCELL ENERGY,INC. (Exact name of registrant as specified in its charter) 3 Great Pasture RoadDanbury,Connecticut(Address of principal executive offices) Registrant’s telephone number, including area code: (203)825-6000 Securities registered pursuant to Section12(b)of the Act: Title of each classTrading Symbol(s)Common stock, par value $0.0001 per shareFCEL Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule12b-2 of the Exchange Act. Acceleratedfiler☒Smallerreportingcompany☐ Largeacceleratedfiler☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒Number of shares of common stock, par value $0.0001 per share, outstanding as of March 5, 2025:21,143,772 FUELCELL ENERGY,INC. FORM10-QTable of Contents PARTI- FINANCIAL INFORMATION Item1.Financial Statements.3Consolidated Balance Sheets as of January 31, 2025 and October31, 2024.3Consolidated Statements of Operations and Comprehensive Loss for the threemonthsended January 31, 2025 and 2024.4Consolidated Statements of Changes in Equity for the three months ended January 31,2025 and 2024.5Consolidated Statements of Cash Flows for the threemonths ended January 31, 2025and 2024.6Notesto Consolidated Financial Statements.7Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.22Item3.Quantitative and Qualitative Disclosures about Market Risk.49Item4.Controls and Procedures.50PARTII-OTHER INFORMATIONItem1.Legal Proceedings.51Item1A.Risk Factors.51Item2.Unregistered Sales of Equity Securities and Use of Proceeds.52Item3.Defaults Upon Senior Securities.52Item4.Mine Safety Disclosures.52Item5.Other Information.52Item6.Exhibits.53Signatures55 PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS FUELCELL ENERGY,INC.Consolidated Balance Sheets(Unaudited)(Amounts in thousands, except share and per share amounts) LIABILITIES AND STOCKHOLDERS' EQUITY (1)As of January 31, 2025 and October 31, 2024, the combined assets of the variable interest entities (“VIEs”) were$317,632and$311,723, respectively, that can only be used to settle obligations of the VIEs.These assets include cash of$2,388, accountsreceivable of$179, unbilled accounts receivable of$11,053, operating lease right of use assets of$1,658, other current assets of$144,873, restricted cash and cash equivalents of$734, project assets of$153,569and other assets of$3,178as of January 31, 2025,and cash of$2,891, accounts receivable of$674, unbilled accounts receivable of$9,479, operating lease right of use assets of$1,663, other current assets of$135,756,restricted cash and cash equivalents of$639, project assets of$157,604and other assets of$3,018as of October 31, 2024. The combined liabilities of the VIEs as of January 31, 2025 include short-term operating leaseliabilities of$204, accounts payable of$186,240, accrued liabilities of$405, long-term operating lease liability of$2,138, derivativeliability of$2,109and other non-current liabilities of$287and, as of October 31, 2024, includeshort-term operating lease liabilitiesof$204, accounts payable of$181,274,accrued liabilities of$341, deferred revenue of$20, derivative liabilities of$3,693, long-term operating lease liability of$2,142and other non-current liabilities of$240. See accompanying notes to consolidated financial statements. FUELCELL ENERGY,INC.Consolidated Statements of Operations and Comprehensive Loss(Unaudited)(Amounts in thousands, except shar