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): September 6, 2018

 

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in 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:

 

 

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.   ☐

 

 

 

 

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On September 6, 2018, FuelCell Energy, Inc. (“FuelCell”) issued a press release announcing its financial results and business update as of and for the three and nine months ended July 31, 2018.  A copy of FuelCell’s press release is attached to this report as Exhibit 99.1 and 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, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

FuelCell Energy Reports Financial Results for Third Quarter of Fiscal 2018 and Business Update

 

 

DANBURY, CT – September 6, 2018 -- FuelCell Energy, Inc. (Nasdaq: FCEL), a global leader in delivering clean, innovative and affordable fuel cell solutions for the supply, recovery and storage of energy, today reported financial results for the three and nine-month periods ended July 31, 2018 and key business highlights.  

 

Financial Results

FuelCell Energy, Inc. (the Company) reported total revenues for the third quarter of fiscal 2018 of $12.1 million, compared to $10.4 million for the third quarter of fiscal 2017, including:    

The gross loss generated in the third quarter of fiscal 2018 totaled $2.1 million and the gross margin was (17.0) percent, compared to a gross loss of $2.6 million generated in the third quarter of fiscal 2017 and a gross margin of (25.4) percent. Both periods were impacted by the under-absorption of fixed overhead costs due to low production volumes.  Manufacturing variances, primarily related to low production volumes, totaled approximately $3.0 million for the three months ended July 31, 2018, compared to approximately $3.4 million for the three months ended July 31, 2017. For the three months ended July 31, 2018, the Company operated at an annualized production rate of approximately 25 megawatts (“MW”), compared to the rate of 13 MW in the three months ended July 31, 2017.  Service margins in the third quarter of fiscal 2018 were impacted by $1.2 million of costs related to the termination of a legacy sub MW service agreement in the quarter.  The Company announced on July 18, 2018 its decision to increase its annualized production rate, with the goal of reaching an annualized run-rate of 55 MW by April 2019.  

  

Operating expenses for the third quarter of fiscal 2018 totaled $12.4 million, compared to $11.7 million for the third quarter of fiscal 2017.  This increase is related to the timing of professional related expenditures due to business activities in the third quarter of fiscal 2018 and expenses related to increased development efforts with respect to new products.  

 

Net loss attributable to common stockholders for the third quarter of fiscal 2018 totaled $17.6 million, or $0.20 per basic and diluted share, compared to $17.8 million, or $0.31 per basic and diluted share, for the third quarter of fiscal 2017. Net loss attributable to common stockholders in the third quarter of fiscal

 

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2018 includes a deemed dividend totaling $0.9 million on the Company’s Series C Convertible Preferred Stock. Installment conversions in which the conversion price was below the fixed initial conversion price of $1.84 per share resulted in a variable number of shares being issued to settle the installment amount and were treated as a partial redemption of the shares of Series C Convertible Preferred Stock.

 

Adjusted loss before interest, taxes, depreciation and amortization (Adjusted EBITDA, a Non-GAAP measure) in the third quarter of fiscal 2018 totaled ($11.3) million, compared to ($10.9) million in the third quarter of fiscal 2017. Refer to the discussion of Non-GAAP financial measures below regarding the Company’s calculation of Adjusted EBITDA.  

 

 

Backlog and Project Awards

The Company had a contract backlog totaling approximately $793.2 million as of July 31, 2018. The Company also had project awards totaling an additional $1.1 billion, resulting in total backlog and awards of $1.9 billion, as of July 31, 2018.

Subsequent to the end of the third quarter of fiscal 2018, on August 28, 2018, the Company sold a project asset (Trinity College 1.4 MW) which had been previously classified as generation backlog to AEP OnSite Partners, LLC and American Electric Power Company, Inc. (together, “AEP OnSite Partners”).  As a result of this sale, this project was removed from generation backlog and classified as product backlog and services backlog. The product backlog will be recognized as revenue in the fourth quarter of fiscal 2018. The services backlog will be recognized as recurring revenue over the term of the Company’s service agreement with AEP OnSite Partners, which is fifteen years. Backlog by revenue category is as follows:

 

 

Backlog represents definitive agreements executed by the Company and our customers. Projects with respect to which the Company intends to retain ownership are included in generation backlog which represents future revenue under long-term power purchase agreements. Projects sold to customers (and not retained by the Company) are included in product sales and service backlog. Project awards referenced by the Company are notifications that the Company has been selected, typically through a competitive bidding process, to enter into definitive agreements. These awards have been publicly disclosed.  The Company is working to enter into definitive agreements with respect to these project awards and, upon execution of a definitive agreement with respect to a project award, that project award

 

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will become backlog. Project awards that were not included in backlog as of July 31, 2018 include the 39.8 MW Long Island Power Authority (“LIPA”) project awards and the 22.2 MW Connecticut RFP project awards (which, upon execution of a definitive agreement, are expected to become generation backlog). These awards in total represent approximately $1.1 billion of future revenue potential over the life of the projects, assuming the Company retains ownership of the LIPA and Connecticut projects.  

 

Cash, restricted cash and borrowing ability

Cash, cash equivalents, restricted cash and borrowing availability under the revolving project financing facility with NRG Energy, Inc. totaled $127.3 million as of July 31, 2018, including:

 

Subsequent to the end of the third quarter of fiscal 2018, the Company raised net proceeds of approximately $25.4 million from the issuance and sale of its Series D Convertible Preferred Stock.  The Company expects to use these proceeds for working capital, project financing and general corporate purposes.

 

Project Assets  

Long term project assets consist of projects developed by the Company that are structured with power purchase agreements (PPAs), which generate recurring monthly generation revenue and cash flow, as well as projects the Company is developing and expects to retain and operate.  The value of long term project assets totaled $89.7 million as of July 31, 2018, with such project assets consisting of five projects totaling 11.2 MW plus costs incurred to date for an additional 84.5 MW of previously announced projects that are in various stages of construction. These projects have commercial operation dates (COD) between the fourth quarter of fiscal 2018 and second quarter of fiscal 2021.

 

As a result of the sale of the Trinity College project asset, this project was removed from long term project assets and recognized as cost of product sales in the fourth quarter of fiscal 2018.

 

Business Highlights and Recent Developments

 

“We made progress this quarter in the execution of our strategy in a number of key areas,” said Chip Bottone, President and Chief Executive Officer, FuelCell Energy. “Commercially, we were awarded projects from Connecticut DEEP that added another 22.2 MWs to our growing backlog. Additionally, we formalized our service agreement with KOSPO in South Korea. This long-term service agreement on the recently completed 20 MW Korean utility plant will provide another source of recurring revenue and profitability that is core to our strategy. Operationally, we chose to begin the process of increasing

 

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production, as we now have substantially improved visibility of our ongoing volume demand. Each of these accomplishments are examples that help illustrate the accelerating momentum we see at FuelCell Energy.”

 

 

Conference Call Information

FuelCell Energy management will host a conference call with investors beginning at 10:00 a.m. Eastern Time on Thursday, September 6, 2018 to discuss the third quarter results for fiscal 2018. 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.

 

 

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 business plans. 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, unanticipated manufacturing issues that impact power plant performance, changes in critical accounting policies, potential volatility of energy prices, rapid technological change, competition, and the Company’s ability to achieve its sales plans and cost reduction targets, 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) delivers efficient, affordable and clean solutions for the supply, recovery and storage of energy.  We design, manufacture, undertake project development of, install, operate and maintain megawatt-scale fuel cell systems, serving utilities and industrial and large municipal power users with solutions that include both utility-scale and on-site power generation, carbon capture, local hydrogen production for transportation and industry, and long duration energy storage.  With SureSource™ installations on three continents and millions of megawatt hours of ultra-clean power produced, FuelCell Energy is a global leader in designing, manufacturing, installing, operating and maintaining environmentally responsible fuel cell power solutions.  Visit us online at www.fuelcellenergy.com and follow us on Twitter @FuelCell_Energy.   

 

 

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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.

 

 

 

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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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FUELCELL ENERGY, INC.

Consolidated Statements of Operations

(Unaudited)

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

 

 

 

 

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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 FuelCell Energy with those of other companies. EBITDA differs from the most comparable GAAP measure, net loss attributable to FuelCell Energy, Inc., 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 and restructuring charges, 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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