UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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The |
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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Item 2.02 |
Results of Operations and Financial Condition. |
On June 12, 2020, FuelCell Energy, Inc. (the “Company”) issued a press release announcing its financial results and providing a business update as of and for the three and six months ended April 30, 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. .
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Item 7.01. |
Regulation FD Disclosure. |
A copy of the investor presentation slides that will be used by the Company during its June 12, 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.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) The following exhibits are being furnished herewith:
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Exhibit No. |
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Description |
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99.1 |
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Press Release issued by FuelCell Energy, Inc. on June 12, 2020. |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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FUELCELL ENERGY, INC. |
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Date: June 12, 2020 |
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By: |
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/s/ Michael S. Bishop |
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Michael S. Bishop |
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Executive Vice President and Chief Financial Officer |

EXHIBIT 99.1
FOR IMMEDIATE RELEASE
FuelCell Energy Reports Results for the Second Quarter of Fiscal 2020 and Provides Business Update
Second Quarter Fiscal 2020 Highlights
(All comparisons year-over-year unless otherwise noted)
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Revenues of $18.9 million, an increase of 105%, compared to $9.2 million |
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Loss from operations improved to $(8.1) million compared to $(17.6) million |
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Net loss decreased to $(14.8) million compared to $(19.5) million |
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Adjusted EBITDA of $(3.3) million compared to $(14.5) million |
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Gross profit of $0.2 million (0.9% gross margin) compared to gross loss of $(3.6) million ((39.5)% gross margin) |
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Operating expense of $8.3 million, a decrease of $5.7 million, or 41% |
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Backlog of $1.34 billion, an increase of $80.8 million, or 6% |
DANBURY, CT – June 12, 2020 -- FuelCell Energy, Inc. (Nasdaq: FCEL) -- a global leader in fuel cell technology -- with a purpose of utilizing its proprietary, state-of-the-art fuel cell platforms to enable a world empowered by clean energy -- today reported financial results for its second fiscal quarter ended April 30, 2020 and key business highlights.
“First and foremost, our focus remains on the health and safety of our employees as we navigate the unprecedented COVID-19 pandemic. Despite this challenging environment, I’m pleased with our second quarter performance, where we achieved significant progress in executing our “Powerhouse” business strategy,” said Jason Few, President and CEO. “We have made strides in advancing our integrated business model, which includes developing and managing generation assets. We remain focused on accelerating revenue growth, which more than doubled this quarter, fueled by increases in Generation, Service and Advanced Technology. At the same time, we continued to manage costs and enhance gross margin.” Mr. Few concluded, “Despite the challenges of the current global environment resulting from the COVID-19 pandemic, we continued to execute against our project pipeline and advanced our work with ExxonMobil Research and Engineering Company in pursuit of commercializing our proprietary carbon capture solution. We still have work to do but are on a clear strategic path to continue making progress and achieving our goals.”
COVID-19 Update
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We continue to follow appropriate safety precautions, including continued work-from-home for those who can, and we currently anticipate the closure of our manufacturing facility in Torrington, CT to continue through at least June 22nd. |
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We remain in contact with global team members, suppliers and customers to ensure timely sharing of information to help minimize any interruption in the execution of our business plan, and to help with the efficient restart of our manufacturing facility when appropriate. |
Powerhouse Business Strategy Update
In January 2020, we launched our Powerhouse business strategy, which is focused on initiatives intended to Transform, Strengthen and Grow our company over the next three years. During the second quarter of fiscal 2020, despite the Torrington, Connecticut facility closure, we made significant progress on certain projects, including the 7.4 megawatt fuel cell project located on the U.S. Navy Submarine Base in Groton, Connecticut, and the start of construction on a 1.4 megawatt biofuel project located in San Bernardino,
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FuelCell Energy Second Quarter Fiscal 2020 Results Page 2
California. We also continued the development of our Advanced Technology platform applications, including a higher level of activity compared to the first quarter of fiscal 2020 under the carbon capture program with ExxonMobil Research and Engineering Company, and made progress on our solid oxide energy platform, as we work to commercialize electrolysis, long-duration hydrogen-based energy storage and hydrogen power generation.
Second Quarter Fiscal 2020 Results
Note: All comparisons between periods are between the second quarter of fiscal 2020 and the second 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. The non-GAAP financial measures may not be comparable to similarly titled measures being used and disclosed by other companies. FuelCell Energy believes that this non-GAAP information is useful to an understanding of its operating results and the ongoing performance of its business. A reconciliation of EBITDA, Adjusted EBITDA and any other non-GAAP measures is contained in the appendix to this press release.
Consolidated Financial Metrics
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Three Months Ended April 30, |
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(Amounts in thousands) |
2020 |
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2019 |
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Change |
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Total revenues |
$ 18,880 |
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$ 9,216 |
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105% |
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Gross profit (loss) |
167 |
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(3,640) |
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105% |
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Loss from operations |
(8,142) |
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(17,623) |
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54% |
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Net loss |
(14,769) |
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(19,530) |
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24% |
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EBITDA |
(3,670) |
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(15,424) |
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76% |
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Net loss to common stockholders |
(15,569) |
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(22,876) |
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32% |
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Net loss per basic and diluted share |
$ (0.07) |
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$ (2.06) |
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97% |
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Adjusted EBITDA |
$ (3,295) |
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$ (14,466) |
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77% |
Financial Performance
Second quarter revenue of $18.9 million increased 105%, reflecting an increase in Generation revenues, Advanced Technologies revenues, and Service and License revenues.
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Generation revenues increased by 184% to $4.6 million from $1.6 million, primarily benefitting from additional revenue associated with the Bridgeport Fuel Cell Project, which was acquired in May 2019, and the closing of a sale-leaseback financing transaction with respect to the Tulare BioMAT project during the three months ended April 30, 2020. |
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Advanced Technologies contract revenues increased by 46% to $7.3 million from $5.0 million due to the addition of the Joint Development Agreement with ExxonMobil Research and Engineering Company (which was executed during the first quarter of fiscal 2020) and the timing of activity under other existing contracts. |
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Service and License revenues increased by 168% to $7.0 million from $2.6 million primarily due to revenue from module replacements under customer service agreements. |
Gross profit totaled $0.2 million, compared to a gross loss of $(3.6) million, benefitting from increased Advanced Technology work under the Joint Development Agreement with ExxonMobil Research and Engineering Company as well as lower manufacturing costs resulting from our reduction in workforce during fiscal 2019, partially offset by approximately $1.0 million of manufacturing variances due to the
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FuelCell Energy Second Quarter Fiscal 2020 Results Page 3
shutdown of our Torrington manufacturing facility due to the COVID-19 pandemic and a loss from our Generation portfolio due to maintenance and repairs at several plants during the quarter.
Operating expenses decreased 41% to $8.3 million, compared to $14.0 million. This reduction consists primarily of a reduction in Research & Development expenses to $1.1 million (from $4.2 million), reflecting the decreased allocation of resources to research and development and lower headcount, and a reduction in Administrative & Selling expenses to $7.2 million (from $9.8 million), reflecting lower legal and consulting costs.
Net loss totaled $(14.8) million compared to net loss of $(19.5) million.
Adjusted EBITDA totaled $(3.3) million compared to an Adjusted EBITDA of $(14.5) million. Total depreciation and amortization expense for the quarter was $4.5 million, of which $3.2 million was attributable to our Generation portfolio. 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 this release.
The net loss per share attributable to common stockholders was $(0.07) compared to $(2.06), including a non-cash mark to market accounting expense of $3.4 million associated with the warrants issued to the lenders under our credit agreement (the “Orion Facility”) with Orion Energy Partners Investment Agent, LLC (the “Agent”) and its affiliated lenders, which accounted for an approximately $0.02 per share impact on the reported net loss per share. The lower net loss per common share is primarily due to higher weighted average shares outstanding due to share issuances since April 30, 2019. Results in the prior-year quarter included a deemed contribution of $1.6 million on the Company’s Series C Convertible Preferred Stock, as well as deemed dividends of $1.0 million on the Company’s Series D Convertible Preferred Stock.
Cash and Financing Update
The Company’s cash, cash equivalents and restricted cash consist of (a) restricted cash and cash equivalents, which consist of amounts pledged as performance security, reserved for future debt service requirements, reserved for letters of credit for certain banking requirements and contracts and reserved to pay down the Orion Facility and can be accessed or redeployed into other project financing at the option of and only with the approval of the lenders and the Agent under the Orion Facility or other lenders or third parties; (b) project cash and cash equivalents, which consist of amounts borrowed under the Orion Facility which can be used only by our consolidated wholly-owned project subsidiaries in the normal course of operations for project construction, purchase of equipment (including inventory from FuelCell Energy, Inc.) and working capital for projects approved under the Orion Facility in accordance with each project’s construction budget and schedule and which are classified as unrestricted cash on the Company’s consolidated balance sheets; and (c) unrestricted cash and cash equivalents, which can be used by the Company for general corporate purposes, including working capital at the corporate level, and which include the proceeds of the Paycheck Protection Program Promissory Note (the “PPP Note”) received during the quarter ended April 30, 2020. Unrestricted cash and cash equivalents, as presented on the Company’s consolidated balance sheets, consist of the amounts described in (b) and (c) above. As of April 30, 2020, unrestricted cash and cash equivalents totaled $29.1 million compared to $9.4 million as of October 31, 2019. Of this amount, project cash and cash equivalents funded under the Orion Facility totaled $18.6 million as of April 30, 2020 compared to $0 as of October 31, 2019. Excluding project cash and cash equivalents and the remaining balance of approximately $6.0 million under the PPP Note, which may only be used for certain payroll and other eligible expenditures, unrestricted cash and cash equivalents totaled $4.5 million as of April 30, 2020 compared to $9.4 million as of October 31, 2019.
Subsequent to quarter end, on June 8, 2020, in order to alleviate substantial doubt about the Company’s ability to continue as a going concern, the Company and certain of its affiliates as guarantors entered into a fifth amendment to the Orion Facility with the Agent and its affiliated lenders (the “Fifth Orion Amendment”). Pursuant to the terms of the Fifth Orion Amendment and the amended Orion Facility, the lenders have committed to make available certain delayed-draw loans to the Company in an aggregate
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FuelCell Energy Second Quarter Fiscal 2020 Results Page 4
principal amount of up to $35 million (the “Secondary Facility Loans”) between the execution date and September 14, 2020. Such Secondary Facility Loans may be used for general corporate purposes of the Company or the guarantors in accordance with either (i) the then effective operating budget of the Company or the guarantors or (ii) the cash use forecast delivered by the Company to the Agent on June 6, 2020. Any draws under the Secondary Facility Loans must be repaid by September 1, 2021. Refer to the Company’s Form 10-Q (filed on June 12, 2020), Note 18. “Subsequent Events” for additional details regarding the Secondary Facility Loans.
Backlog
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As of April 30, |
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(Amounts in thousands) |
2020 |
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2019 |
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Change |
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Product |
$ - |
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$ 1 |
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- |
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Service(1) |
160,944 |
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200,838 |
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-20% |
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Generation |
1,104,347 |
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1,006,412 |
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10% |
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License |
22,369 |
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23,495 |
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-5% |
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Advanced Technologies |
56,785 |
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32,942 |
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72% |
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Total Contract Backlog |
$ 1,344,445 |
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$ 1,263,688 |
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6% |
(1) In July 2018, we contracted to operate and maintain a 20 megawatt plant for Korea Southern Power Company (“KOSPO”). This contract was originally represented in backlog as 20 years reflecting the total term of the contract. Under the terms of the contract, KOSPO has a renewal option in year 10. 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.
Contract backlog increased to $1.34 billion as of April 30, 2020, reflecting additional generation backlog as a result of the acquisition of the Bridgeport Fuel Cell Project, offset by the removal of the Bolthouse Farms project from backlog due to the termination of the applicable power purchase agreement and revenue recognized during the period. Only projects for which we have a power purchase agreement (“PPA”) are included in generation backlog, which represents future revenue under long-term PPAs. Service backlog decreased mainly due to the acquisition of the Bridgeport Fuel Cell 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 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 second 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:
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The live webcast of the call and supporting slide presentation will be available at www.fuelcellenergy.com. To listen to the call, select “Investors” on the home page, proceed to the “Events & Presentations” page and then click on the “Webcast” link listed under the June 12th earnings call event, or click here. |
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FuelCell Energy Second Quarter Fiscal 2020 Results Page 5
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Alternatively, participants can dial 647-689-4106 and state FuelCell Energy or the conference ID number 4307706. |
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 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, changes by the U.S. Small Business Administration or other governmental authorities regarding the Coronavirus Aid, Relief, and Economic Security Act, the Payroll Protection Program or related administrative matters, and concerns with, threats of, or the consequences of, pandemics, contagious diseases or health epidemics, including the novel coronavirus, and resulting supply chain disruptions, shifts in clean energy demand, impacts to customers’ capital budgets and investment plans, impacts to the Company’s project schedules, impacts to the Company’s ability to service existing projects, and impacts on the demand for the Company’s products, as well as other risks set forth in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements contained herein speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement 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, applications, markets and geographies. Our mission and purpose remains to utilize our proprietary, state-of-the-art fuel cell platforms to reduce the global environmental footprint of baseload power generation by providing environmentally responsible solutions for reliable electrical power, hot water, steam, chilling, distributed hydrogen, microgrid applications, electrolysis, long-duration hydrogen-based energy storage 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.
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FuelCell Energy Second Quarter Fiscal 2020 Results Page 6
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.
203.205.2491
Source: FuelCell Energy
#
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FuelCell Energy Second Quarter Fiscal 2020 Results Page 7
FUELCELL ENERGY, INC.
Consolidated Balance Sheets
(Unaudited)
(Amounts in thousands, except share and per share amounts)
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April 30, 2020 |
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October 31, 2019 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents, unrestricted |
$ |
29,087 |
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$ |
9,434 |
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Restricted cash and cash equivalents – short-term |
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8,082 |
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3,473 |
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Accounts receivable, net |
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6,117 |
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3,292 |
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Unbilled receivables |
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7,475 |
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7,684 |
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Inventories |
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54,945 |
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54,515 |
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Other current assets |
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5,672 |
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5,921 |
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Total current assets |
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111,378 |
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84,319 |
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Restricted cash and cash equivalents – long-term |
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36,250 |
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26,871 |
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Project assets |
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153,874 |
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144,115 |
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Inventories – long-term |
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9,018 |
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2,179 |
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Property, plant and equipment, net |
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38,530 |
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41,134 |
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Operating lease right-of-use assets, net |
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10,051 |
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- |
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Goodwill |
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4,075 |
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4,075 |
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Intangible assets |
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20,615 |
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21,264 |
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Other assets |
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10,850 |
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9,489 |
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Total assets |
$ |
394,641 |
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$ |
333,446 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Current portion of long-term debt |
$ |
13,834 |
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$ |
21,916 |
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Current portion of operating lease liabilities |
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770 |
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- |
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Accounts payable |
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13,567 |
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16,943 |
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Accrued liabilities |
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10,905 |
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11,452 |
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Deferred revenue |
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12,629 |
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11,471 |
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Preferred stock obligation of subsidiary |
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899 |
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950 |
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Total current liabilities |
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52,604 |
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62,732 |
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Long-term deferred revenue |
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29,907 |
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28,705 |
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Long-term preferred stock obligation of subsidiary |
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16,420 |
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16,275 |
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Long-term operating lease liabilities |
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9,716 |
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- |
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Long-term debt and other liabilities |
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176,821 |
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90,140 |
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Total liabilities |
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285,468 |
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197,852 |
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Redeemable Series B preferred stock (liquidation preference of $64,020 at April 30, 2020 and October 31, 2019) |
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59,857 |
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59,857 |
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Total Equity: |
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Stockholders’ equity |
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21 |
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19 |
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Additional paid-in capital |
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1,180,042 |
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1,151,454 |
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Accumulated deficit |
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(1,130,009) |
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(1,075,089) |
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Accumulated other comprehensive loss |
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(738) |
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(647) |
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Treasury stock, Common, at cost (34,194 and 42,496 at April 30, 2020 and October 31, 2019, respectively) |
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(437) |
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(466) |
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Deferred compensation |
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437 |
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466 |
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Total stockholders’ equity |
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49,316 |
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75,737 |
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Total liabilities and stockholders’ equity |
$ |
394,641 |
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$ |
333,446 |
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FuelCell Energy Second Quarter Fiscal 2020 Results Page 8
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(Amounts in thousands, except share and per share amounts)
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Three Months Ended April 30, |
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2020 |
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2019 |
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Revenues: |
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Product |
$ |
- |
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$ |
- |
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Service and license |
|
6,972 |
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|
2,598 |
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Generation |
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4,631 |
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|
1,633 |
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Advanced Technologies |
|
7,277 |
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|
4,985 |
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Total revenues |
|
18,880 |
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|
9,216 |
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Costs of revenues: |
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|
|
|
|
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Product |
|
2,838 |
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|
6,393 |
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Service and license |
|
5,967 |
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|
1,745 |
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Generation |
|
5,692 |
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|
1,685 |
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Advanced Technologies |
|
4,216 |
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|
3,033 |
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Total cost of revenues |
|
18,713 |
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|
12,856 |
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|
|
|
|
|
|
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Gross profit (loss) |
|
167 |
|
|
(3,640) |
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
Administrative and selling expenses |
|
7,168 |
|
|
9,805 |
|
Research and development expense |
|
1,141 |
|
|
4,178 |
|
Total costs and expenses |
|
8,309 |
|
|
13,983 |
|
|
|
|
|
|
|
|
Loss from operations |
|
(8,142) |
|
|
(17,623) |
|
|
|
|
|
|
|
|
Interest expense |
|
(3,584) |
|
|
(1,807) |
|
Change in fair value of common stock warrant liability |
|
(3,372) |
|
|
- |
|
Other income (expense), net |
|
340 |
|
|
(31) |
|
|
|
|
|
|
|
|
Loss before provision for income taxes |
|
(14,758) |
|
|
(19,461) |
|
|
|
|
|
|
|
|
Provision for income taxes |
|
(11) |
|
|
(69) |
|
|
|
|
|
|
|
|
Net loss |
|
(14,769) |
|
|
(19,530) |
|
|
|
|
|
|
|
|
Series A warrant exchange |
|
- |
|
|
(3,169) |
|
Series B preferred stock dividends |
|
(800) |
|
|
(800) |
|
Series C preferred stock deemed contributions |
|
- |
|
|
1,599 |
|
Series D preferred stock deemed dividends |
|
- |
|
|
(976) |
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders |
$ |
(15,569) |
|
$ |
(22,876) |
|
|
|
|
|
|
|
|
Loss per share basic and diluted: |
|
|
|
|
|
|
Net loss per share attributable to common stockholders |
$ |
(0.07) |
|
$ |
(2.06) |
|
Basic and diluted weighted average shares outstanding |
|
211,000,091 |
|
|
11,090,698 |
8
FuelCell Energy Second Quarter Fiscal 2020 Results Page 9
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(Amounts in thousands, except share and per share amounts)
|
|
|
Six Months Ended April 30, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Revenues: |
|
|
|
|
|
|
|
|
|
Product |
|
$ |
— |
|
|
$ |
— |
|
|
Service and license |
|
|
12,584 |
|
|
|
14,370 |
|
|
Generation |
|
|
10,073 |
|
|
|
3,112 |
|
|
Advanced Technologies |
|
|
12,487 |
|
|
|
9,517 |
|
|
Total revenues |
|
|
35,144 |
|
|
|
26,999 |
|
|
Costs of revenues: |
|
|
|
|
|
|
|
|
|
Product |
|
|
4,854 |
|
|
|
9,815 |
|
|
Service and license |
|
|
7,585 |
|
|
|
14,064 |
|
|
Generation |
|
|
11,249 |
|
|
|
3,321 |
|
|
Advanced Technologies |
|
|
8,008 |
|
|
|
5,644 |
|
|
Total costs of revenues |
|
|
31,696 |
|
|
|
32,844 |
|
|
Gross profit (loss) |
|
|
3,448 |
|
|
|
(5,845) |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
Administrative and selling expenses |
|
|
12,434 |
|
|
|
16,564 |
|
|
Research and development expenses |
|
|
2,296 |
|
|
|
10,458 |
|
|
Total costs and expenses |
|
|
14,730 |
|
|
|
27,022 |
|
|
Loss from operations |
|
|
(11,282 |
) |
|
|
(32,867 |
) |
|
Interest expense |
|
|
(6,861 |
) |
|
|
(4,271 |
) |
|
Change in fair value of common stock warrant liability |
|
|
(37,617) |
|
|
|
— |
|
|
Other income, net |
|
|
871 |
|
|
|
129 |
|
|
Loss before provision for income taxes |
|
|
(54,889 |
) |
|
|
(37,009 |
) |
|
Provision for income taxes |
|
|
(31 |
) |
|
|
(69) |
|
|
Net loss |
|
|
(54,920 |
) |
|
|
(37,078 |
) |
|
Series A warrant exchange |
|
|
— |
|
|
|
(3,169 |
) |
|
Series B preferred stock dividends |
|
|
(1,731 |
) |
|
|
(1,600 |
) |
|
Series C preferred stock deemed contributions and redemption value adjustment, net |
|
|
— |
|
|
|
(7,406 |
) |
|
Series D preferred stock deemed dividends and redemption accretion |
|
|
— |
|
|
|
(6,661) |
|
|
Net loss attributable to common stockholders |
|
$ |
(56,651 |
) |
|
$ |
(55,914 |
) |
|
Loss per share basic and diluted: |
|
|
|
|
|
|
|
|
|
Net loss per share attributable to common stockholders |
|
$ |
(0.27 |
) |
|
$ |
(5.77 |
) |
|
Basic and diluted weighted average shares outstanding |
|
|
206,560,031 |
|
|
|
9,683,253 |
|
9
FuelCell Energy Second Quarter Fiscal 2020 Results Page 10
Non-GAAP Financial Measures
Financial results are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Management also uses non-GAAP measures to analyze and make operating decisions on the business. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA are alternate, non-GAAP measures of cash utilization by the Company.
These supplemental non-GAAP measures are provided to assist readers in determining operating performance. Management believes EBITDA and Adjusted EBITDA are useful in assessing performance and highlighting trends on an overall basis. Management also believes these measures are used by companies in the fuel cell sector and by securities analysts and investors when comparing the results of the Company with those of other companies. EBITDA differs from the most comparable GAAP measure, net loss attributable to the Company, primarily because it does not include finance expense, income taxes and depreciation of property, plant and equipment and project assets. Adjusted EBITDA adjusts EBITDA for stock-based compensation, restructuring charges and other unusual items such as the legal settlement recorded during the first quarter of fiscal 2020, which are considered either non-cash or non-recurring.
While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these measures. The measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation. The Company’s non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP.
The following table calculates EBITDA and Adjusted EBITDA and reconciles these figures to the GAAP financial statement measure Net loss.
|
|
Three Months Ended April 30, |
|
Six Months Ended April 30, |
|||||
|
(Amounts in thousands) |
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
Net loss |
$ (14,769) |
|
$ (19,530) |
|
$ (54,920) |
|
$ (37,078) |
|
|
Depreciation and amortization (1) |
4,472 |
|
2,199 |
|
9,102 |
|
4,398 |
|
|
Provision for income taxes |
11 |
|
69 |
|
31 |
|
69 |
|
|
Other (income)/expense, net(2) |
(340) |
|
31 |
|
(871) |
|
(129) |
|
|
Change in fair value of common stock warrant liability |
3,372 |
|
- |
|
37,617 |
|
- |
|
|
Interest expense |
3,584 |
|
1,807 |
|
6,861 |
|
4,271 |
|
|
EBITDA |
$ (3,670) |
|
$ (15,424) |
|
$ (2,180) |
|
$ (28,469) |
|
|
Stock-based compensation expense |
375 |
|
958 |
|
863 |
|
1,940 |
|
|
Legal settlement (3) |
- |
|
- |
|
(2,200) |
|
- |
|
|
Adjusted EBITDA |
$ (3,295) |
|
$ (14,466) |
|
$ (3,517) |
|
$ (26,529) |
|
|
|
(1) |
Includes depreciation and amortization on our Generation portfolio of $3.2 million and $6.4 million for the three and six months ended April 30, 2020, respectively, and $1.0 million and $2.0 million for the three and six months ended April 30, 2019, respectively. |
|
|
(2) |
Other (income)/expense, net includes gains and losses from transactions denominated in foreign currencies, changes in fair value of embedded derivatives, and other items incurred periodically, which are not the result of the Company’s normal business operations. |
|
|
(3) |
The Company received a legal settlement of $2.2 million during the three months ended January 31, 2020, which was recorded as an offset to administrative and selling expenses. |
10

Q2 FY2020 Financial Results & Business Update June 12, 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, changes by the U.S. Small Business Administration or other governmental authorities regarding the Coronavirus Aid, Relief, and Economic Security Act, the Payroll Protection Program or related administrative matters, and concerns with, threats of, or the consequences of, pandemics, contagious diseases or health epidemics, including the novel coronavirus, and resulting supply chain disruptions, shifts in clean energy demand, impacts to customers’ capital budgets and investment plans, impacts to the Company’s project schedules, impacts to the Company’s ability to service existing projects, and impacts on the demand for the Company’s products , as well as other risks set forth in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements contained herein speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement 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 April 30, 2020, filed with the SEC on June 12 2020, and our earnings release for the second quarter ended April 30, 2020, filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 12, 2020.

GLOBAL CUSTOMERS FuelCell Energy: A Global Leader in Fuel Cell Technology – Operating Since 1969 Demand for Clean, Reliable Electricity Driving Adoption of Fuel Cell Technology COMPANY HIGHLIGHTS1 Headquarters Danbury, CT Listing: NASDAQ FCEL Employees ~300 Continents 3 Global Plant Installations 59 Capacity in Field >260 MW TOTAL FY 2019 REVENUE BREAKDOWN: $60.8M Service & License 44% Advanced Technologies 32% Generation 23% Product 1% High Visibility to Recurring Revenue Note: Percentages are % of FY19 revenue. 1 As of the quarter ended April 30, 2020. COMPANY OVERVIEW Deliver clean and affordable fuel cell solutions for the supply, recovery and storage of energy SureSource fuel cell systems provide continuous baseload power and are deployed with utility, municipality, university and industrial and commercial enterprise customers Turn-key solutions from design and installation of a project to long-term operation and maintenance of fuel cell system

Purpose Statement Enable The World To Live A Life Empowered By Clean Energy

Today’s Messages Fiscal Q2 revenue growth reflecting growth across the business 1 Improved margins compared to prior year led by increased Advanced Technology work on Carbon Capture Technology, partially offset by unabsorbed fixed costs as a result of the Covid-19 pandemic 2 3 Additional financing availability under Orion facility made available for working capital and general corporate needs 4 Extending leadership in sustainability and environmental stewardship 5 Managing potential impacts of Coronavirus 6 Planning to resume operations at the Torrington manufacturing facility on June 22, 2020 Minimized impact on project schedules through management of both inventory and the supply chain Office reopening process to be staggered across the business; We will comply with all state, federal and local jurisdictional government rules while working to meet project schedules for our customers Managing impact on the Company’s sales and marketing opportunities due to customer delays in new projects as a result of the the global pandemic Advancing Powerhouse Strategy with milestones reached during the quarter

Q2 2020 Financial Performance

Second Quarter of Fiscal 2020 Highlights REVENUE 105% increase to $18.9M in Q2 FY20 versus $9.2M in Q2 FY19 GROSS PROFIT $0.17M vs. $(3.6M) in Q2 FY19 OPERATING EXPENSE 41%, or $5.7M, decrease vs. Q2 FY19 LOSS FROM OPERATIONS Improved to $(8.1M) vs. $(17.6M) in Q2 FY19 Improving Financial Performance FuelCell Energy Q2 2020 Investor Presentation | FuelCell Project with CMEEC SureSourceTM 7.4 MW Location: U.S. Navy Subbase | Groton, CT

Second Quarter of Fiscal 2020 Financial Performance Operational Expenses, Cash and Equivalents, and COVID-19 Impacts Managed 1 Refer to reconciliation in Appendix. 2 As of 4/30/20. 3 Cash funded under the Orion Energy Partners loan facility to pay for approved project related expenses Net Loss, Net Loss to Common Shareholders, Loss from Ops and Adj. EBITDA ($M) Cash and Equivalents ($M) Backlog ($B) Adjusted EBITDA of $(3.3)M compared to $(14.5)M, benefiting from 41% reduction in operating expense Lower costs as a result or restructuring activities in fiscal 2019 slightly offset by the impact of the reduced production rate due to plant shutdown related to COVID-19 Generation revenue improved by $3M, 184% $73.4M total cash, restricted cash, and equivalents2 Completion of $14M sale/leaseback transaction with Crestmark for the Tulare BioMAT Fuel Cell Project Receipt of $6.5M Paycheck Protection Loan (PPP) Unrestricted cash for project construction of $18.6M(3) Corporate unrestricted cash excluding PPP Loan & Orion project level cash of $4.5M $81M increase in backlog reflects the addition of the Bridgeport Fuel Cell Park project, offset by the removal of the Bolthouse Farms project and revenue recognized during the period +6.4% Net Loss to Common Shareholders Loss from Operations Adjusted EBITDA1 Restricted Project Level Unrestricted(3) Unrestricted $39.8 Service Generation License & Adv. Tech Net Loss

Capital Structure Supports Execution of Business Plan Liquidity to Execute Backlog and Support Anticipated Growth 1. Crestmark Sale-Leaseback $14.4M, ten-year sale-leaseback financing structure allows 2.8MW Tulare BioMAT project to move into Generation portfolio, improving recurring cash flows and margin 2. Construction Financing Received for the San Bernardino Project $3.5M construction loan advanced under the Company’s senior credit facility to support the on-going project construction expenses 3. Orion Energy Partners Line of Credit (Entered into on June 8, 2020) Up to $35M of funding, at the Company’s option, under the Company’s $200M Orion Energy Partners Facility that may be used for general corporate purposes and working capital, enhancing current liquidity

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 ~$15M 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 Operational excellence: Backlog execution with the completion of the Tulare BioMAT project and commencement of San Bernardino site construction Cost reductions: Lean resource management driving significant year over year change in operating expense Sales growth: Expanded sales team focus on increased product sales and market opportunities 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: Targeting growth in new markets and applications

Focused on Execution Continuing Progress on Key Projects and Evolving Clean Energy Technologies MOST RECENT PROJECT MOBILIZATION San Bernardino Project, California 1 LIPA Project in Yaphank, Long Island, NY 2 Fuel Cell Project: SureSourceTM 1.4 MW San Bernardino Municipal Water Department San Bernardino, CA Fuel Cell Project: SureSourceTM 7.4 MW Yaphank, NY Advanced Technology Driving Innovation and Solutions Carbon Capture work under our JDA is progressing on schedule Development of our Solid Oxide platform, including work under awards from the Department of Energy, continues to advance our solution for hydrogen based long-duration storage Toyota Port of Long Beach BioMAT tariff enables tri-generation project that provides hydrogen NEXT PROJECT MOBILIZATION

Continued Focus on Profitable Growth Enabled by Strengthened Financial Position and Sources of Funding FY 2022 TARGETS Grow Generation Portfolio1 100% Revenue Growth1 Double-digit CAGR Adjusted EBITDA Deliver Positive Adj. EBITDA FUTURE GOALS Achieve Grid Pricing Parity Positive EBITDA Positive Free Cash Flow Deliver Return on Invested Capital 1 2 3 4 KEYS TO BUSINESS PLAN ACHIEVEMENT Execution on project backlog Winning new business around the world Continued cost control Achieving project milestones Efficient capital deployment 1 As compared to results for the fiscal year ended October 31, 2019. Long Term Targets and Goals

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

Q&A

Appendix

GAAP to Non-GAAP Reconciliation These supplemental non-GAAP measures are provided to assist readers in determining operating performance. Management believes EBITDA and Adjusted EBITDA are useful in assessing performance and highlighting trends on an overall basis. Management also believes these measures are used by companies in the fuel cell sector and by securities analysts and investors when comparing the results of the Company with those of other companies. EBITDA differs from the most comparable GAAP measure, net loss attributable to the Company, primarily because it does not include finance expense, income taxes and depreciation of property, plant and equipment and project assets. Adjusted EBITDA adjusts EBITDA for stock-based compensation, restructuring charges and other unusual items such as the legal settlement recorded during the first quarter of fiscal 2020, which are considered either non-cash or non-recurring. While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these measures. The measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation. The Company’s non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP.

FuelCell Energy Operating Portfolio and Project Backlog Overview Refers to FCEL fiscal quarter (1) (1)