Ladies and gentlemen, thank you for standing by. And welcome to FuelCell Energy Fourth Quarter Earnings Call. [Operator Instructions]. Now, I would like to welcome Mr. Tom Gelston, Senior Vice President of Finance and Investor Relations. Sir, the floor is yours..

Thank you, [Ralph]. Good morning, everyone, and thank you for joining us on the call today. As a reminder, this call is being recorded.

This morning FuelCell Energy released our financial results for the fourth quarter and fiscal year 2021, and the earnings press release is available on our Investor Relations section of our website at fuelcellenergy.com.

Consistent with our practice, in addition to this call and our press release, we will -- we have posted a slide presentation on our website. This webcast is being recorded and will be available for replay on the company's website, approximately 2 hours after we conclude the call.

Before we begin our prepared comments, please direct your attention to the disclosure statement on Slide 2 of the presentation and the disclaimers included in the press release related to forward-looking statements.

The discussion today will contain forward-looking statements, including without limitation, statements with respect to the company's anticipated financial results and statements regarding the company's plans and expectations regarding the continued development, commercialization, and financing of its fuel cell technology and its business plans.

These forward-looking statements are intended to qualify for Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements made on this call other than statements of historical facts are forward-looking statements and include statements regarding our anticipated financial and operational performance.

Forward-looking statements made on this call represent management's current expectations, and are based on information available at the time such statements are made.

Forward-looking statements involve numerous known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from any results predicted, assumed, or implied by the forward-looking statements.

We strongly encourage you to review the information in the reports we file with the SEC regarding the risks and uncertainties, in particular, those that are described in the Risk Factors section of our annual report on Form 10-K and the cautionary statement language concerning forward-looking statements.

You should also review the section entitled Cautionary Statements concerning forward-looking statements in this morning's earnings press release. During this call, we will use non-GAAP financial measures when talking about the company's performance and financial condition.

In accordance with SEC regulations, you can find a reconciliation of these non-GAAP measures to the comparable GAAP measures in this morning's earnings press release and the reconciliation document posted on our Investor Relations portion of our website.

For our call today, I'm joined by Jason Few, FuelCell Energy's President and Chief Executive Officer; and Mike Bishop, Executive Vice President, Chief Financial Officer, and Treasurer. Following our prepared remarks, we will be available to take your questions and be joined by other members of the leadership team.

I will now hand the call over to Jason for opening remarks.

Jason?.

Number one, as we announced in June of 2020 when we terminated our license agreement with POSCO Energy, the settlement agreement clarifies our exclusive right to sell our differentiated technology in relation to new fuel cell projects throughout Asia.

This resolution unlocks a path forward for FuelCell Energy and gives customers in South Korea and across Asia the ability to evaluate our differentiated technologies without concern or confusion about the legal dispute between FuelCell Energy and POSCO Energy.

It also provides a timely and clear path for FuelCell Energy to serve the market for fuel cells amid the growing energy transition within South Korea and the broader Asian marketplace.

In South Korea, FuelCell Energy's differentiated technology is a highly desirable choice for utility-scale projects given its high-quality thermal attributes that support the district heating requirements in the country.

The South Korean government previously announced an aggressive hydrogen economy road map, which should create exciting opportunities in this market. Further, Japan has also announced goals to expand hydrogen usage cost and supply targets.

We look forward to bringing our unique distributed generation and distributed hydrogen platforms to the Asian market as Asia looks to lead in the hydrogen transition.

Also, under our settlement agreement, we affirm that POSCO Energy has no rights to new market opportunities utilizing FuelCell Energy's proprietary technology, and we agreed that the licenses previously held by POSCO have been amended to only allow POSCO Energy the right to service existing POSCO Energy customers to whom they sold FuelCell Energy platform technology.

This is an important aspect of the settlement as FuelCell Energy has always been committed to ensuring existing POSCO Energy customers receive the platform module exchanges and services they deserve and paid for through their long-term service agreements with POSCO Energy.

Finally, the settlement with POSCO Energy means all current or potential disputes between FuelCell Energy and POSCO Energy with respect to the license agreements and the various legal proceedings between the parties are fully and finally settled with the exception of 2 small disputes, which the parties are working to resolve that has no bearings on the intellectual property rights or market access.

In addition, POSCO Energy must release its Korean court attachments as part of the settlement, and FuelCell Energy expects to receive approximately $11.2 million when completed in the near term.

The upshot of all of this is that FuelCell Energy will once again be able to compete on an equal footing to deliver differentiated decarbonized power platform solutions to the Korean market and across Asia.

We are extremely pleased to have reached a favorable agreement with POSCO Energy, clarifying full access to the Asian market for FuelCell Energy and ensuring the needs of existing POSCO Energy customers are met.

We are excited to exchange the marketplace now and the legal uncertainties have been removed and look forward to expanding our geographic reach throughout Asia. I have said a lot about the Asian market.

But to be clear, we believe there will be growth in all the geographies we serve, including North America and Europe, for the 4 major technology FuelCell Energy either currently offers or is in the process of commercializing. Distributed power, distributed hydrogen, electrolysis and long duration energy storage and carbon capture.

As you'll see on Slide 7, we continue to advance our research and development of our existing carbon and fuel cell platforms, efficiency and capability to carbon capture from over from our external source while -- while also producing power.

Our proprietary carbon capture solution is the only solution that we know of that captures carbon from an external source and produces power rather than consuming it and is also capable of producing hydrogen for distributed applications.

We also can directly capture carbon from our own SureSource power platform for carbon utilization and our sequestration and when operating in carbon separation mode, our platform delivers 1 of the lowest emission profiles of any baseload generation platform.

We have increased our commitment to R&D focused on the commercialization of our solid oxide power generation, electrolysis and hydrogen storage platforms as well as growing our commercial capabilities.

We are also executing programs to develop reversible solid oxide systems for long-duration energy storage and very high-efficiency solid oxide power generation systems. We believe that a hydrogen-based energy storage solution is environmentally superior to a mineral-based storage system such as lithium-ion batteries.

We believe that each of these areas has a large total addressable market opportunity for which we are working to position the company to benefit. And now I will turn the call over to Mike to discuss our financial results in more detail.

Mike?.

Thank you, Jason, and thanks to all that have joined our call today. You have now had the opportunity to hear from Jason about our strength and foundation and a product portfolio that is well positioned for future growth with a significant market opportunity. I'm now going to walk through our financial results for this quarter.

Please turn to the financial highlights shown on Slide 9. In the fourth quarter of fiscal year 2021, we reported revenues of $13.9 million compared to $17 million in the fourth quarter of fiscal year 2020. Looking at revenue drivers by category.

Service and license revenues decreased to a loss of $100,000 from $5.4 million in the comparable prior year quarter. The decrease in revenue is primarily due to the fact there were no module exchanges in the fourth quarter of fiscal 2021.

The company also recorded a $1 million reduction in service revenues as a result of higher future cost estimates related to future module exchanges compared to the company's prior estimates, which more than offset revenue recognized in the quarter.

Generation revenues increased 31% to $6.7 million from $5.1 million primarily due to higher operating output of the generation fleet portfolio as a result of investments in maintenance activities and an increase in the size of the fleet.

Advanced Technology contract revenues increased 14% to $7.3 million from $6.4 million, revenues recognized under the joint development agreement with ExxonMobil Research and Engineering Company, or EMRE, increased by approximately 0.4 million, reflecting continued performance under our carbon capture research Joint Development Agreement with EMRE during the quarter.

The increase in Advanced Technology contract revenues also reflects an increase in revenue recognized under government contracts of $0.5 million. Gross loss for the fourth quarter of fiscal year 2021 totaled $8.4 million compared to a gross loss of $8 million in the comparable prior year quarter.

The higher gross loss was a result of impairment charges of $2.8 million related to the Toyota Project, $1.8 million related to development costs of 2 projects no longer being pursued and $400,000 related to the company's Triangle Street project.

We also incurred cost estimate adjustments related to future module replacements, which resulted in a negative margin impact of approximately $2.6 million.

Partially offsetting these charges and adjustments were improved generation gross margin primarily related to an increase in revenues, a decrease in depreciation expense and higher Advanced Technologies gross margin, primarily related to the mix of funded contracts in the quarter.

Operating expenses for the fourth quarter of fiscal 2021 increased to $14.2 million from $9.1 million in the fourth quarter of fiscal 2020.

Administrative and selling expenses in the fourth quarter of 2021 included higher legal expenses associated with tax equity financings and additional share-based compensation expense due to grants made under our long-term incentive plan.

Research and development expenses of $3.5 million in the fourth quarter of 2021 reflect increased spending on the company's hydrogen commercialization initiatives compared to the prior year period. The net loss from operations totaled $22.6 million in the fourth quarter of 2021 compared to $17.1 million in the comparable prior year period.

Net loss was $24.2 million in the fourth fiscal quarter of 2021 compared to a net loss of $18.9 million in Q4 2020 due to higher operating expenses and a higher gross loss for the fourth quarter of 2021 compared to the fourth quarter of 2020.

The fourth quarter of 2020 included a $2.2 million favorable adjustment for the fair value of common stock warrants issued to the lenders under the company's now extinguished credit facility with Orion Energy Partners Investment agent and its affiliated lenders in the fourth quarter of 2021 included lower interest expense as a result of the early repayment of all amounts owed under the Orion credit facility.

The net loss per share attributable to common stockholders in the fourth quarter of 2021 was $0.07 compared to $0.08 in the comparable prior year quarter.

The lower net loss per common share was primarily due to higher weighted average shares outstanding due to share issuances since October 31, 2020, partially offset by the higher net loss attributable to common stockholders.

Adjusted EBITDA totaled negative $11.9 million in the fourth quarter of 2021 compared to adjusted EBITDA of negative $8.6 million in the fourth quarter of 2020. Please see the discussion of non-GAAP financial measures, including EBITDA and adjusted EBITDA as well as applicable reconciliations in the appendix at the end of our earnings release.

Now turning to the full fiscal year. Revenues decreased 2% to $69.6 million, primarily as a result of lower service revenues which were partially offset by higher generation revenues. Service and license revenues decreased 21% to $19.8 million.

In fiscal year 2020, it included $4 million of license revenues associated with the EMRE joint development agreement and license revenues of $0.7 million related to the now amended POSCO Energy license agreements, while there was no comparable license revenues recognized in this fiscal year 2021.

Generation revenues increased 20% to $24 million, reflecting a larger operating portfolio improved operating output of the generation fleet and sales of renewable energy credits. Advanced Technology contract revenues of $25.8 million were consistent with the revenues of the prior fiscal year.

Loss from operations in fiscal 2021 totaled $64.9 million compared to a loss of $39.2 million in fiscal year 2020. Net loss in fiscal '21 totaled $101 million compared to a net loss of $89.1 million in fiscal year 2020. Adjusted EBITDA in fiscal '21 was negative $35.7 million compared to negative $17.7 million in fiscal 2020.

Net loss per basic and diluted share attributable to common stockholders for 2021 was $0.31 compared to $0.42 in fiscal 2020. Next, please turn to Slide 10 for additional details on our financial performance and backlog.

The chart on the left-hand side of the slide graphically shows the numbers we just reviewed for the fourth quarters of fiscal years '20 and '21.

Looking at the right-hand side of the slide, we finished the quarter with a backlog that was largely unchanged year-over-year at approximately $1.29 billion, reflecting continued execution and adjustments to our generation backlog, primarily resulting from module exchanges with higher future output and expected revenues and the inclusion of the 2.8-megawatt Derby, Connecticut project, which was awarded in fiscal '21.

Advanced Technology backlog reflects new contracts from the U.S. Department of Energy, partially offset by work performed under our joint development agreement with EMRE. Turning to Slide 11. I will build upon Jason's comments on our enhanced liquidity.

In the fourth fiscal quarter of 2021, we closed a tax equity sale-leaseback financing transaction with Crestmark Equipment Financing for the San Bernardino project, and a tax equity partnership flip transaction with East West Bancorp for the U.S. Navy Submarine Base project in Groton, Connecticut.

Subsequent to the end of the fourth fiscal quarter, we also announced a tax equity financing transaction with Franklin Park for our LIPA-Yaphank project. These financings further enhance our liquidity position.

Also as discussed last quarter, we had at the market sales of our common stock in the third and fourth fiscal quarters of 2021, which resulted in net proceeds of approximately $369.7 million.

All of these actions are consistent with our Powerhouse Business Strategy to strengthen liquidity with the goal of enabling us to focus on executing our business plan. As of October 31, 2021, we had total cash and cash equivalents of approximately $460.2 million.

This total includes approximately $432.2 million of unrestricted cash and cash equivalents, represented by the blue bar on the chart in the center of the slide and $28 million of restricted cash and cash equivalents represented by the green bar.

On the right-hand side of the slide is a chart illustrating our total project assets, which make up our company-owned generation portfolio. We intend to continue to develop, construct and grow our portfolio of project assets.

Investments to date reflect capital spent on completed operating projects represented by the gray bar and capital spent on projects currently in development and construction represented by the blue bar.

At the end of the fourth quarter of fiscal year 2021, our gross project assets totaled approximately $243.1 million, which excludes accumulated depreciation. As detailed on Slide 21 in the appendix of this presentation, our generation portfolio totaled 75.3 megawatts as of October 31, 2021.

This includes 34 megawatts of operating assets and 41.3 megawatts of projects in process. As projects in process begin commercial operation, they are expected to contribute higher revenue and adjusted EBITDA.

Additionally, as these future projects come online, we expect to seek additional long-term tax equity financing, such as the examples I previously discussed as well as back leverage debt transactions to further recycle capital back into the business. We are pleased with the progress we have made this past quarter.

And from a financial perspective, we believe we are well positioned to invest in capabilities to support the near-term growth and product commercialization opportunities. I will now turn the call back over to Jason to further discuss these initiatives.

Jason?.

over our 50-year history, we have never stopped innovating. We plan to continue to innovate for the future to enable our participation in the growth of the hydrogen economy and carbon capture. Slide 14.

Hopefully, we have been clear today and over the past several quarters about the importance of directing some of our improved liquidity toward investments to achieve future growth.

The key areas for investment include continuing to execute against our project backlog as we complete projects and expand our generation portfolio, we expect to generate higher revenue. We are also keenly focused on making investments toward advancing our solid oxide platform and carbon capture solutions to commercial deployment.

In order to be ready for expected demand, including the product orders discussed during our call today, we met our annualized production rate target of 45 megawatts, up from 17 megawatts at the end of fiscal year 2020.

With our focus on manufacturing excellence, we have made strides in continued adoption of lean manufacturing principles and implementation of advanced automation technologies were feasible. Talent and expertise or what makes success possible.

Therefore, across all areas of the business, we have recruited for key capabilities, including engineering, manufacturing and sales, support and marketing, just to name a few. Next, on Slide 15, we are providing estimates of the investments required to achieve our goal.

While our expected CapEx and R&D expense represent a significant increase, I think I have made clear our position that we are at a unique point in time as the world shifts away from traditional energy resources towards lower carbon solutions, hydrogen, carbon capture and distributed generation, improving grid resiliency and reliability and providing commercial and industrial customers with authentic decarbonization solutions that address Scope 1, 2 and 3 emissions while improving overall air quality.

We think our solid oxide technology can also play an important role facilitating the adoption of alternative energy sources, such as wind and solar. Given their inherent intermittency and our carbon capture solutions is focused on addressing the hardest to electrify industries.

We believe that large-scale investments should enable fuel cell energy to meet the market's need in the medium and long term.

Thus, we have determined in connection with the evolution of our business strategy that we will focus on continued investments to achieve long-term growth rather than focusing on shorter-term financial metrics such as revenue growth and adjusted EBITDA.

In fiscal year 2022, we expect to invest $40 million to $50 million in capital expenditures to enhance our manufacturing and business systems. We also expect to invest $45 million to $55 million to accelerate commercialization of our Advanced Technology solutions.

When we established our Powerhouse Business Strategy, a core focus of the transform pillar was to pay off debt and strengthen the balance sheet. As our Powerhouse Business Strategy evolves, we are pivoting to focus on growth, and we intend to focus on continuing investment in the company to achieve long-term growth.

The energy transition is happening at an accelerated pace, and we believe our platform technologies will play a role in helping the global society achieve our collective sustainability goals.

Thus, we are moving forward with these investments in fiscal year 2022 because we believe it enhances the company's ability to capture more of the total available market growth opportunity in the future. Looking at Slide 16.

We are focused on commercializing new technologies during this very unique period of time, which we believe presents an opportunity to invest in the hydrogen economy transition. We believe that making investments today will deliver stronger long-term results to our shareholders and create a more reputable company.

I'm very pleased to announce that in March of 2022, we will host a virtual Investor Day to give a much deeper explanation of our strategy to bring new technologies to market. At that time, we will be able to share more details on our overall strategy.

In the meantime, we will continue working every day to accomplish the things necessary for success, serving our customers, retaining and recruiting world-class human capital, executing on project backlog, further expanding and improving manufacturing capacity, winning new business around the world, recycling projects funding to reduce our cost of capital, thoughtfully deploying capital in support of future growth, working toward product commercialization and innovation to improve manufacturing costs and product performance and overall levelized cost of energy, delivering differentiated decarbonization solutions and hydrogen platforms and investing in our marketing presence and capabilities.

Finally, to conclude my remarks on Slide 17, we have executed several strategic actions to strengthen our balance sheet, enhance liquidity and reduce our cost of borrowing, which we believe have positioned the company well to execute on our growth strategy. I am backed by an exceptional team, and we continue to add talent across the company.

We are focused on taking care of our customers, achieving our financial goals and continually building upon our operational excellence while adhering to our core purpose.

Our technologies have a key role to play in our collective global goal of decarbonizing the grid, developing the hydrogen economy and supporting existing energy and industrial infrastructure investments with differentiated carbon capture solutions. Taken all together, our solutions are attacking Scope 1, 2 and 3 emissions.

Our Powerhouse Strategy has evolved to focus on long-term growth, achieving scale and innovating for the future. Finally, we intend to be a leader in sustainability and environmental stewardship by delivering on sustainability through our technology and the full circular life of our platforms. I will now turn it over to the operator to begin Q&A..

[Operator Instructions]. Your first question is from the line of Colin Rusch from Oppenheimer..

This is Joe Beninati on for Colin.

So, given the change in R&D and CapEx spending, could you detail which of the newer products are going to be a primary focus, how we should think about time to market, and then finally plans for reaching EBITDA breakeven?.

Yes. So, as we look to commercialize technologies, there's a huge focus on our solid oxide platform. That solid oxide platform is a high-temperature fuel cell platform and gives us a number of different capabilities to take to market.

We will have the ability to do electrolysis, which is, as you know, has become an important factor in not only how we're going to use hydrogen as a fuel source, but as a way to really create a different path for firming up intermittent capacity for wind and solar.

That same platform will give us storage capabilities for that hydrogen and reversibility to be able to use that hydrogen to produce carbon-free power assuming that we've produced green hydrogen through the electrolysis process. That also gives us a pure hydrogen generation platform that will be a new capability for the company as well.

In addition to that, we'll make investment around our carbon capture solution. And there, that's the work that we continue to move forward in advance in our work with EMRE, which is part of Exxon, but we'll make investments there to help accelerate that technology.

We believe that we will deliver demonstration projects this year, showing our capabilities in solid oxide. We did some of that in 2021 showing the high electrical efficiency that we have with that platform, and so we are aggressively working to commercialize those products.

With respect to getting to EBITDA positive or adjusted EBITDA positive, we intend to talk about that some more in our March Analyst Day call. So, we'll lay out more strategies around that and provide some more detail..

That's great color. And then switching gears a bit.

Can you give a sense of when you'll begin closing the product sales in Asia now that the agreement with POSCO has been settled?.

Well, our sales team is out there working right now. So, hopefully soon. But as you -- or as we disclosed in our settlement with POSCO, we will get 20 orders -- or 20 module orders this year, which represents about $60 million in revenue opportunity for the company.

We think clarifying and clearing up the market confusion creates opportunity for us to now compete on an equal footing in what is the largest fuel cell market in the world.

And so, as those GENCOs and other customers release RFPs and look for generation capacity, whether that be through our carbonate platform to do CHP or as they look to deploy hydrogen platforms, which they've announced a pretty aggressive effort around that in country, we expect to fully participate in those opportunities and compete..

Your next question is from the line of Jed Dorsheimer from Canaccord..

I guess just 1 question for me. It looks like in the quarter, the biggest delta versus consensus was the service and licensing which was a negative revenue.

I was wondering, and maybe I missed this, but could you just walk through what -- is this a function of the maintenance or warranty issues in Groton, what led to that negative number? And how should we think about that on a go-forward basis?.

Good morning, Jed. This is Mike. Thanks for joining our call. Yes, as I spoke about in my remarks, we essentially had of a loss of $100,000 in the quarter compared to revenue of $5.4 million in the prior year. Service and license revenue for us is variable, meaning that if we have module exchanges in the quarter, we have higher revenue.

This quarter, we did not have any module exchanges. And also in the prior year, we have recognized about $4 million of license revenue related to the EMRE agreement, which did not occur this year. So, if you look year-over-year, our service revenue in last year -- or this full fiscal year was actually $24 million, last year around $20 million.

So, year-over-year, the delta was really that license revenue. But as I said, on a quarterly basis, it will be variable. Also this quarter, the company recorded a $1 million reduction in service revenue as a result of higher future cost estimates related to future module exchanges compared to the prior -- to our prior estimates.

So that's what really caused the negative in the quarter..

Got it. Sorry, I lied about it -- I guess I have a follow-up. So, if we look at that on a go forward for '22, am I hearing you correctly that the $4 million will not be booked so the correct comp is the ‘21 number, not the ‘20 on the go forward.

Is that the right way to look at that?.

Yes. So yes, again, service revenue is variable quarter-to-quarter, but if you look at the last 2 years, we've averaged on average, excluding the license revenue, we've been in that $20 million range, which is representative of the current fleet.

Certainly, as we add additional units through product sales, the opportunity for service will increase but there is going to be quarterly variability depending on when we do module exchanges..

Your next question is from the line of Jeff Osborne from Cowen & Company..

I had 2 questions. One on the CapEx of $40 million to $50 million. I was wondering if you could give us an update of where you are today on carbonate capacity and then how much of that CapEx is being added from molten carbonates relative to capitalized R&D or other initiatives for the solid oxide side. It's just a big number.

So I was a bit surprised by that..

Jeff, good morning. This is Mike. So yes, so on capacity today for our carbonate technology, recall, we expanded our factory several years ago. So the footprint of our factory in Torrington today has capability to go up to 200 megawatts.

We currently have machinery and equipment in the factory capable of supporting about 100 megawatts of annual production. So, as we think about expanding carbonate manufacturing, we do need to add additional capital into the factory to support that.

Then the question would be, well, why do that? When you look at the size of the opportunities that we're pursuing with megawatt scale, carbonate installations, and Korea is a great example, our project in Korea with POSCO was a 20-megawatt project.

And then you also look at the size of potential carbon capture opportunities, which are going to be megawatt scale, it makes sense to add additional equipment to be able to realize that 200 megawatts of volume over time. Now obviously, we're not going to do all of that this coming year. The additional CapEx would be around capacity for solid oxide.

As we sit here today, we have a small capacity for solid oxide in our Calgary facility in Canada. But as Jason mentioned, solid oxide and electrolysis is a significant market opportunity and to be able to capture product sales there, we are going to need additional capacity over time. So that's where some of the spending is coming from as well..

Got it. My second question, the last 1 is on the House Bill 6524 in Connecticut that you had highlighted a quarter or 2 ago.

Can you just give us an update on how to handicap that progress of that bill and what your opportunities are for wins here in 2022?.

Yes. So with respect to that, bill, 1 of the things that ultimately it happened with that, bill, the utilities implemented it as a rec-only program. So as we evaluated those opportunities and exposure around fuel risk and other things that you had to take, we were very conservative in our approach to that project.

So we are still working through the outcomes of that project, but the bill did not -- or I guess the implementation of the bill did not play out exactly as we expected, and we think that, that will have an impact on how we do in that overall process..

Next question is from the line of Eric Stine from Craig-Hallum..

So in light of the -- everything going on with POSCO, just curious if you can give any color on anticipated timing of orders, but I guess, more importantly, maybe timing of revenues in fiscal '22 based on potential module replacements in that market..

Sure, Eric. As we disclosed in the actual in our 8-K around this, we expect those 20 orders to happen in fiscal year 2022. And as those are product sales, we would expect that revenue to also happen in 2022 also.

We anticipate an initial order of 12 modules here in the short term, and that will be followed up by another 8 modules around midyear is what we anticipate based on the agreement that we -- or the settlement agreement that we've reached..

Got you. Okay. That helps in terms of the revenue timing. And just curious, I mean, beyond fiscal '22, any thoughts on what this looks like? Obviously, you want to service the customers or the installed base in that market.

Maybe what that pipeline because you've obviously got pretty good visibility into when those were installed and when those module replacements going forward are timed..

Yes. In the actual settlement agreement there is an assumption or the ability for another 14 modules to be ordered by POSCO as part of this overall settlement.

But if I kind of ladder up from that just for a moment, and you look at the overall implications of the settlement and the fact that the go-forward agreement does not provide a provision for manufacturing of modules by POSCO.

So you should assume or could assume as there are needs to replace modules in that market against the existing customer base that is being served by POSCO that those likely represent opportunities for module sales for us as we go forward..

Got it. No, that helps. Maybe just last 1 for me, just on the product sales. I mean, obviously, you talked about Asia and how this POSCO agreement now removes that cloud and hopefully starts to open up that market in terms of product sales.

But you also mentioned globally, just wondering maybe some of the gating factors or the outlook you have that some of that optimism that you've had over the last year plus that, that starts to come to fruition..

Yes.

I think as we talked about even in the call today, the announcement with Snam and SAGAT in Italy at the Torino Airport, we think that opportunity, which is leveraging our technology is another example of how we think in global markets, we will fare well, and we'll be well positioned when you think about our ability on a fuel flexibility aspect of our platform.

There, we're talking about a hydrogen blend with natural gas. We think that, that's going to continue to be a big opportunity for us. We think opportunities around biofuels on a global basis will be significant opportunities for us as a company as well.

So we think that now with our expansion of our sales team, the investments we've made in markets, we're starting to see these things come to fruition for us as a company. And then we certainly believe that as the hydrogen economy accelerates, those are going to be real opportunities for us.

Rather, it'd be through our carbonate platform, which we have the capability through our Tri-Gen platform like we're building in Long Beach, California.

But then the expanded capabilities that we get through our solid oxide platform to participate in electrolysis opportunities with our technology, which we think is significantly differentiated from existing technologies today such as PEM and alkaline, when you just look at the efficiency differences alone in converting electricity to hydrogen, I mean there's -- we have a significant advantage, and we think that's going to fare well for us in the market as we commercialize that technology..

Your next question is from the line of Chris Souther from B. Riley..

Maybe we could talk a little bit about -- a little bit more about the E-M-R-E, EMRE time line here. So we extended the joint agreement through April 2022.

Can you walk through what you see as like the key milestones to hit over the next couple of months before we get a decision on Rotterdam? And then is that decision something we should expect in the spring here? Or is it going to take longer than that?.

Yes. No, Chris, thanks for the question. As we continue to work with EMRE, what we're really doing is showing that the technology can meet the operating conditions that exist at the Rotterdam facility.

So in other words, our ability to effectively capture the carbon and produce power at the power density levels that we want to achieve while also capturing the carbon. Doing that and being ready for that demonstration project is the work that we're doing from a technology and development standpoint.

And as we demonstrate certain milestones that Exxon wants to see from a technical capability standpoint, we -- they will then make the decision in terms of moving forward on the Rotterdam trial.

We suspect absent a change on their part that, that decision will be made late spring, early summer in terms of when they make their final decision on how they want to move forward on that project -- on the demonstration project..

Okay. Got it. That's helpful. And then just to put a little bit more color on the R&D uptick here.

Should we think about $45 million, $55 million in R&D as a good run rate beyond fiscal year 2022 as basically to get some of the hydrogen pieces to commercialization? Or are there some one-time items related to R&D in there that are pretty lumpy? I'm kind of curious if you could kind of break down how we should think about, I guess, some structure and kind of operating leverage going forward might be something we wanted to touch on more in the March call -- March Analyst Day, but curious how we should think about that?.

Yes. So Chris, this is Mike. So on the -- so we put out a forecast for this year, as you mentioned. We're not putting out any spending forecast beyond fiscal 2022. And also, as you mentioned, we expect in our Analyst Day to provide more clarity on longer-term targets.

But this is certainly a ramp that's very focused on commercializing our solid oxide technology as Jason had mentioned, we see a very significant market opportunity around electrolysis. So the company-funded R&D is really going towards commercialization of the solid oxide technology, which certainly we want to do here in the near term.

And then we'll obviously assess spending levels in future years as we go forward..

Got it. Okay. Is any of that uptick in solid oxides related to or funded around kind of DOE type stuff? Or is it separate things that going through that process, you're realizing you'd want to be doing kind of adjacent to that..

Yes. So obviously, fuel cell energy has a very long relationship with the Department of Energy going back to the early 70s. And we have really been funding the solid oxide R&D up until fiscal 2020 through cooperative agreements with Department of Energy and other government agencies and some commercial R&D contracts here and there.

So that has largely paid for where we are today with solid oxide R&D. And we've been doing solid oxide for nearly 20 years now. Given the energy transition that's right in front of us, we need to accelerate the commercialization of those technologies.

So you'll still see in our funded R&D, Advanced Technology contract revenue on the top of the P&L, you'll continue to see revenue coming in there as we continue these demonstration projects with the DOE. But you'll also see increased company-funded R&D, which is in the operating expense line of our P&L..

Your next question is from the line of Laurence Alexander from Jeffries..

I guess the first question is just on CapEx spending.

Can you break it out in terms of positive return on capital CapEx versus expansion of capabilities CapEx? And can you give us some guidepost for the average return on capital on the positive return projects that you're willing to sign as you get prepared for kind of the tidal wave of the -- related to the energy transition.

I mean just what are the guideposts for what you're willing or not willing to undertake?.

Good morning, Laurence, this is Mike, and thank you for joining the call, and thanks for the question. So really, as you asked, the guideposts that are driving the increase in spending both around CapEx and around research and development is the addressable market opportunity that's right in front of us around the markets that Jason discussed.

We talked about electrolysis with our solid oxide technology. As I mentioned earlier, we're spending both research and development dollars to bring that technology to commercialization as well as CapEx dollars to have the capacity to be able to produce that technology.

As I mentioned, in our Calgary facility today, we have a very small capacity to be able to produce those. And this is a very large market opportunity. So the investment dollars that we're making today will generate capacity that will allow us to deploy this technology into the marketplace..

Okay. Great. And then secondly, for the discussion about opening up the Asian market with the POSCO agreement, what would you see as a reasonable lag between this agreement and having your first new commercial projects up and running.

Are we talking 3 to 5 years? Or can you have a faster sales cycle?.

Yes. So with respect to opportunities outside of the orders that we will get from POSCO as part of the settlement, the market, if I just take Korea for a moment, is largely a market that's driven by a lot of RFP activity. So we will certainly compete for those opportunities.

And given the position we've been in with POSCO over the last, call it, 5-plus years, our technology hasn't really been offered in those opportunities. We now have an opportunity to do that. So we certainly think that there's a shorter sales cycle than 3 to 5 years.

We think that we will actively participate in opportunities as those RFPs start to happen. And so we expect that to be sometime later in 2022, we should start seeing RFP activity that we'll be able to participate in.

In addition to that, right, we will obviously try to originate opportunities in that market and across Asia, leveraging our different technology platforms. And then certainly, as we get to our solid oxide platform, given the significant amount of investments that have been announced in places like Korea and Japan around hydrogen.

We think that also gives us an opportunity to compete there. And then if you just take our Tri-Gen platform, which is a distributed generation hydrogen platform that's a technology we can deploy in those markets today as an example. And so we think that opportunity presents itself. And then certainly, working with Toyota in the U.S.

gives us an opportunity to certainly position that in terms of as we look at markets like Japan, as an example..

Your last question is from the line of Leo Mariani from KeyBanc..

A question on the $60 million of revenue that you're expecting from the South Korean module exchanges in fiscal '22. Would you guys expect to receive 100% of that to your top-line? Or is there some shared interest with POSCO on that revenue? Or are you guys just getting a royalty from it? Just want to get a sense of that $60 million..

Yes. No, the $60 million is revenue. It is for paying for the modules. There's no shared interest in that revenue. So that's top line revenue growth for FuelCell Energy..

Okay.

And then just on the product sales, I know always a tough question to answer, but would you guys expect to have some of those in fiscal '22?.

We do expect to have some product sales in fiscal '22 beyond just the orders we've talked about today, right? There's 20 module orders that we fully expect as a result of the settlement with POSCO, and that will be all 2022 revenue opportunity for the company.

And we have other opportunities in the pipeline that we certainly anticipate being successful with in 2022..

Okay.

And I know you guys mentioned $1.8 million, I think, was the number of impairments on 2 projects that were canceled, can you give a little bit more clarity? What were those 2 projects that were canceled?.

Hi, Leo, this is Mike, and thank you for joining the call. So the $1.8 million, and we had put out an 8-K on this a couple of months ago, that was related to development projects that we had in New York through LIPA. They were prior project awards that the company had invested in.

We never got to a commercial agreement with LIPA and given the passage of time, decided to impair those assets. Conversely, we did get to a commercial agreement with LIPA on our Yaphank project. And as we discussed in our release and on the call, commercial operation of that project is imminent. So we're very excited about that project coming online..

There are no further questions. I would like to hand it over to Mr. Jason Few..

Thank you. Thank you again for joining us today. We will continue to execute on our Powerhouse Business Strategy working to deliver growth and optimize returns.

The FuelCell Energy team is excited about our work to deliver on our purpose to enable the world to live a life empowered by clean energy and we are committed to delivering long-term shareholder value. I wish everyone a very happy, safe and prosperous New Year. Thank you for joining, and have a great day..

And with that, this concludes today's conference call. Thank you for attending. You may now disconnect..