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Share Name | Share Symbol | Market | Type |
---|---|---|---|
FuelCell Energy Inc | NASDAQ:FCEL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0572 | -6.45% | 0.8299 | 0.808 | 0.89 | 0.888 | 0.813 | 0.8774 | 33,419,340 | 05:00:11 |
FORM 10-Q
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
FUELCELL ENERGY, INC.
|
||||
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
06-0853042
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
3 Great Pasture Road
Danbury, Connecticut
|
|
06813
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code: (203) 825-6000
|
Large accelerated filer
|
¨
|
Accelerated filer
|
ý
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
FUELCELL ENERGY, INC.
FORM 10-Q
Table of Contents
|
||
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
PART II. OTHER INFORMATION
|
|
|
Item 1
|
||
Item 1A
|
||
Item 6.
|
FUELCELL ENERGY, INC.
Consolidated Balance Sheets
(Unaudited)
(Amounts in thousands, except share and per share amounts)
|
|||||||
|
January 31,
2014 |
|
October 31,
2013 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents - unrestricted
|
$
|
78,468
|
|
|
$
|
67,696
|
|
Restricted cash and cash equivalents - short-term
|
6,194
|
|
|
5,053
|
|
||
Accounts receivable, net
|
33,831
|
|
|
49,116
|
|
||
Inventories
|
51,852
|
|
|
56,185
|
|
||
Other current assets
|
6,871
|
|
|
11,279
|
|
||
Total current assets
|
177,216
|
|
|
189,329
|
|
||
|
|
|
|
||||
Restricted cash and cash equivalents - long-term
|
19,950
|
|
|
4,950
|
|
||
Property, plant and equipment, net
|
23,947
|
|
|
24,225
|
|
||
Goodwill
|
4,075
|
|
|
4,075
|
|
||
Intangible assets
|
9,592
|
|
|
9,592
|
|
||
Other assets, net
|
5,944
|
|
|
5,465
|
|
||
Total assets
|
$
|
240,724
|
|
|
$
|
237,636
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
6,914
|
|
|
$
|
6,931
|
|
Accounts payable
|
18,397
|
|
|
24,535
|
|
||
Accrued liabilities
|
10,599
|
|
|
21,912
|
|
||
Deferred revenue
|
47,630
|
|
|
51,857
|
|
||
Preferred stock obligation of subsidiary
|
962
|
|
|
1,028
|
|
||
Total current liabilities
|
84,502
|
|
|
106,263
|
|
||
Long-term deferred revenue
|
20,248
|
|
|
18,763
|
|
||
Long-term preferred stock obligation of subsidiary
|
12,610
|
|
|
13,270
|
|
||
Long-term debt and other liabilities
|
37,173
|
|
|
52,675
|
|
||
Total liabilities
|
154,533
|
|
|
190,971
|
|
||
Redeemable preferred stock (liquidation preference of $64,020 at January 31, 2014 and October 31, 2013)
|
59,857
|
|
|
59,857
|
|
||
Total equity (deficit):
|
|
|
|
||||
Shareholders’ equity (deficit):
|
|
|
|
||||
Common stock ($.0001 par value); 275,000,000 shares authorized; 236,457,199 and 196,310,402 shares issued and outstanding at January 31, 2014 and October 31, 2013, respectively.
|
24
|
|
|
20
|
|
||
Additional paid-in capital
|
809,013
|
|
|
758,656
|
|
||
Accumulated deficit
|
(781,793
|
)
|
|
(771,189
|
)
|
||
Accumulated other comprehensive income
|
81
|
|
|
101
|
|
||
Treasury stock, Common, at cost (5,679 shares at January 31, 2014 and October 31, 2013)
|
(53
|
)
|
|
(53
|
)
|
||
Deferred compensation
|
53
|
|
|
53
|
|
||
Total shareholders’ equity (deficit)
|
27,325
|
|
|
(12,412
|
)
|
||
Noncontrolling interest in subsidiaries
|
(991
|
)
|
|
(780
|
)
|
||
Total equity (deficit)
|
26,334
|
|
|
(13,192
|
)
|
||
Total liabilities and equity (deficit)
|
$
|
240,724
|
|
|
$
|
237,636
|
|
|
|
|
|
||||
|
Three Months Ended January 31,
|
||||||
|
2014
|
|
2013
|
||||
Revenues (1):
|
|
|
|
||||
Product sales
|
$
|
34,460
|
|
|
$
|
29,065
|
|
Service agreements and license revenues
|
4,960
|
|
|
4,969
|
|
||
Advanced technologies contract revenues
|
5,014
|
|
|
2,324
|
|
||
Total revenues
|
44,434
|
|
|
36,358
|
|
||
Costs of revenues:
|
|
|
|
||||
Cost of product sales
|
33,028
|
|
|
29,944
|
|
||
Cost of service agreements and license revenues
|
4,157
|
|
|
6,485
|
|
||
Cost of advanced technologies contract revenues
|
5,050
|
|
|
2,240
|
|
||
Total costs of revenues
|
42,235
|
|
|
38,669
|
|
||
Gross profit (loss)
|
2,199
|
|
|
(2,311
|
)
|
||
Operating expenses:
|
|
|
|
||||
Administrative and selling expenses
|
4,854
|
|
|
5,432
|
|
||
Research and development expenses
|
4,915
|
|
|
3,327
|
|
||
Total costs and expenses
|
9,769
|
|
|
8,759
|
|
||
Loss from operations
|
(7,570
|
)
|
|
(11,070
|
)
|
||
Interest expense
|
(1,361
|
)
|
|
(566
|
)
|
||
Income from equity investment
|
—
|
|
|
46
|
|
||
Other income (expense), net
|
(1,774
|
)
|
|
(282
|
)
|
||
Loss before benefit for income taxes
|
(10,705
|
)
|
|
(11,872
|
)
|
||
Provision for income taxes
|
(110
|
)
|
|
(7
|
)
|
||
Net loss
|
(10,815
|
)
|
|
(11,879
|
)
|
||
Net loss attributable to noncontrolling interest
|
211
|
|
|
198
|
|
||
Net loss attributable to FuelCell Energy, Inc.
|
(10,604
|
)
|
|
(11,681
|
)
|
||
Preferred stock dividends
|
(800
|
)
|
|
(800
|
)
|
||
Net loss attributable to common shareholders
|
$
|
(11,404
|
)
|
|
$
|
(12,481
|
)
|
Loss per share basic and diluted:
|
|
|
|
||||
Net loss per share attributable to common shareholders
|
$
|
(0.06
|
)
|
|
$
|
(0.07
|
)
|
Basic and diluted weighted average shares outstanding
|
200,637,819
|
|
|
187,553,306
|
|
|
Three Months Ended January 31,
|
|
|||||
|
2014
|
|
2013
|
||||
Net loss
|
$
|
(10,815
|
)
|
|
$
|
(11,879
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||
Foreign currency translation adjustments
|
(20
|
)
|
|
76
|
|
||
Comprehensive loss
|
$
|
(10,835
|
)
|
|
$
|
(11,803
|
)
|
(1)
|
Includes revenue from a related party. Refer to Related Parties in Note 1 to the financial statements.
|
|
Three Months Ended January 31,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(10,815
|
)
|
|
$
|
(11,879
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
||||
Share-based compensation
|
621
|
|
|
509
|
|
||
Income from equity investment
|
—
|
|
|
(46
|
)
|
||
Gain (loss) from change in fair value of embedded derivatives
|
(225
|
)
|
|
3
|
|
||
Make whole derivative expense
|
2,422
|
|
|
—
|
|
||
Depreciation
|
1,068
|
|
|
1,012
|
|
||
Interest expense on preferred stock obligation
|
492
|
|
|
511
|
|
||
Other non-cash transactions, net
|
(696
|
)
|
|
207
|
|
||
Decrease (increase) in operating assets:
|
|
|
|
||||
Accounts receivable and license fee receivable
|
15,227
|
|
|
17,020
|
|
||
Inventories
|
4,333
|
|
|
3,236
|
|
||
Other assets
|
2,530
|
|
|
(739
|
)
|
||
Increase (decrease) in operating liabilities:
|
|
|
|
||||
Accounts payable
|
(6,138
|
)
|
|
(5,345
|
)
|
||
Accrued liabilities
|
(11,151
|
)
|
|
(1,026
|
)
|
||
Deferred revenue
|
(2,742
|
)
|
|
27,434
|
|
||
Net cash (used in) provided by operating activities
|
(5,074
|
)
|
|
30,897
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(790
|
)
|
|
(1,397
|
)
|
||
Cash acquired from acquisition
|
—
|
|
|
357
|
|
||
Net cash used in investing activities
|
(790
|
)
|
|
(1,040
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of debt
|
(95
|
)
|
|
(63
|
)
|
||
Proceeds from debt
|
250
|
|
|
—
|
|
||
Increase in restricted cash and cash equivalents
|
(16,141
|
)
|
|
(5,000
|
)
|
||
Payment of preferred dividends and return of capital
|
(1,113
|
)
|
|
(1,113
|
)
|
||
Proceeds from sale of common stock, net of registration fees
|
33,755
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
16,656
|
|
|
(6,176
|
)
|
||
Effects on cash from changes in foreign currency rates
|
(20
|
)
|
|
76
|
|
||
Net increase in cash and cash equivalents
|
10,772
|
|
|
23,757
|
|
||
Cash and cash equivalents-beginning of period
|
67,696
|
|
|
46,879
|
|
||
Cash and cash equivalents-end of period
|
$
|
78,468
|
|
|
$
|
70,636
|
|
Supplemental cash flow disclosures:
|
|
|
|
||||
Cash interest paid
|
$
|
1,535
|
|
|
$
|
55
|
|
Noncash financing and investing activity:
|
|
|
|
||||
Common stock issued for Employee Stock Purchase Plan in settlement of prior year accrued employee contributions
|
$
|
106
|
|
|
$
|
85
|
|
Common stock issued for convertible note conversions and make-whole settlements
|
$
|
17,200
|
|
|
$
|
—
|
|
Common stock issued for acquisition
|
$
|
—
|
|
|
$
|
3,562
|
|
|
January 31,
2014 |
|
October 31,
2013 |
||||
Raw materials
|
$
|
19,563
|
|
|
$
|
20,599
|
|
Work-in-process
(1)
|
32,289
|
|
|
35,586
|
|
||
Inventories
|
$
|
51,852
|
|
|
$
|
56,185
|
|
(1)
|
Work-in-process includes the standard components of inventory used to build the typical modules or stack components that are intended to be used in future power plant orders or to service SA's. Included in work-in-process as of
January 31, 2014
and
October 31, 2013
is
$6.5 million
and
$5.8 million
, respectively, of completed standard components.
|
|
January 31, 2014
|
|
October 31, 2013
|
||||
Advanced Technology (including U.S. Government
(1)
):
|
|
|
|
||||
Amount billed
|
$
|
1,962
|
|
|
$
|
786
|
|
Unbilled recoverable costs
|
1,355
|
|
|
639
|
|
||
|
3,317
|
|
|
1,425
|
|
||
Commercial Customers:
|
|
|
|
||||
Amount billed
|
15,286
|
|
|
17,344
|
|
||
Unbilled recoverable costs
|
15,228
|
|
|
30,347
|
|
||
|
30,514
|
|
|
47,691
|
|
||
Accounts receivable, net
|
$
|
33,831
|
|
|
$
|
49,116
|
|
(1)
|
Total U.S. Government accounts receivable outstanding at January 31, 2014 is
$1.4 million
.
|
|
|
January 31, 2014
|
|
October 31, 2013
|
||||
Advance payments to vendors
(1)
|
|
$
|
1,808
|
|
|
$
|
4,235
|
|
Debt issuance costs
(2)
|
|
299
|
|
|
494
|
|
||
Notes receivable
(3)
|
|
575
|
|
|
478
|
|
||
Prepaid expenses and other
(4)
|
|
4,189
|
|
|
6,072
|
|
||
Other current assets
|
|
$
|
6,871
|
|
|
$
|
11,279
|
|
(1)
|
Advance payments to vendors relate to inventory purchases.
|
(2)
|
Represents the current portion of capitalized debt issuance costs relating to the convertible debt issuance which will be amortized over the five year term of the convertible notes.
|
(3)
|
Current portion of long-term notes receivable.
|
(4)
|
Primarily relates to other prepaid vendor expenses including insurance, rent and lease payments.
|
|
January 31, 2014
|
|
October 31, 2013
|
||||
Long-term stack residual value
(1)
|
$
|
4,136
|
|
|
$
|
2,898
|
|
Debt issuance costs
(2)
|
1,024
|
|
|
1,721
|
|
||
Other
(3)
|
784
|
|
|
846
|
|
||
Other assets, net
|
$
|
5,944
|
|
|
$
|
5,465
|
|
(1)
|
In circumstances where the useful life of the module extends beyond the contractual term of the SA and the Company retains title for the module from the customer upon expiration or non-renewal of the SA, the cost of the module exchanges is recorded as a long term asset and is depreciated over its expected life. If the Company does not obtain rights to title from the customer, the cost of the module is expensed at the time of the module exchange. Accumulated depreciation was
$2.4 million
and
$2.1 million
for the periods ended
January 31, 2014
and
October 31, 2013
, respectively.
|
|
January 31, 2014
|
|
October 31, 2013
|
||||
Accrued payroll and employee benefits
(1)
|
$
|
3,266
|
|
|
$
|
4,647
|
|
Accrued contract and operating costs
(2)
|
34
|
|
|
87
|
|
||
Reserve for product warranty cost
(3)
|
1,043
|
|
|
860
|
|
||
Reserve for service agreement costs
(4)
|
3,048
|
|
|
4,186
|
|
||
Reserve for repair and upgrade program and modules due POSCO Energy
(5)
|
389
|
|
|
7,267
|
|
||
Accrued taxes, legal, professional and other
(6)
|
2,819
|
|
|
4,865
|
|
||
Accrued Liabilities
|
$
|
10,599
|
|
|
$
|
21,912
|
|
(1)
|
Balance relates to amounts owed to employees for compensation and benefits as of the end of the period. The decrease in the period reflects payments of employee bonuses offset by other activity, net.
|
(2)
|
Balance includes estimated losses accrued on product sales contracts.
|
(3)
|
Activity in the reserve for product warranty costs for the
three months ended January 31, 2014
included additions for estimates of potential future warranty obligations of
$1.2 million
on contracts in the warranty period and reserve reductions related to actual warranty spend of
$1.0 million
as contracts progress through the warranty period or are beyond the warranty period.
|
(4)
|
As of
January 31, 2014
and October 31, 2013, the loss reserve on SA's totaled
$2.2 million
and
$3.7 million
, respectively.
Also included in this line item is a reserve for performance guarantees penalties under the terms of our customer contracts, which based on our ongoing analysis of historical fleet performance, totaled
$0.9 million
and
$0.5 million
as of
January 31, 2014
and
October 31, 2013
, respectively.
|
(5)
|
The decrease in the reserve as of January 31, 2014 compared to October 31, 2013 is a result of three replacement modules having been provided to POSCO Energy under the terms of the Master Service Agreement with POSCO Energy.
|
(6)
|
Balance includes accrued sales, use and payroll taxes as well as estimated legal, professional and other expense estimates as of the end of the period.
|
|
|
January 31, 2014
|
|
October 31, 2013
|
||||
Revolving credit facility
|
|
$
|
6,500
|
|
|
$
|
6,500
|
|
Senior Unsecured Convertible Notes
|
|
23,000
|
|
|
38,000
|
|
||
Connecticut Development Authority Note
|
|
3,190
|
|
|
3,246
|
|
||
Connecticut Clean Energy and Finance Investment Authority Note
|
|
6,061
|
|
|
5,744
|
|
||
Capitalized lease obligations
|
|
451
|
|
|
497
|
|
||
Total debt
|
|
$
|
39,202
|
|
|
$
|
53,987
|
|
Less: Unamortized debt discount
(1)
|
|
(1,767
|
)
|
|
(3,106
|
)
|
||
|
|
37,435
|
|
|
50,881
|
|
||
Less: Current portion of long-term debt
|
|
(6,914
|
)
|
|
(6,931
|
)
|
||
Long-term debt
|
|
$
|
30,521
|
|
|
$
|
43,950
|
|
|
|
||
|
|
||
Year 1
|
$
|
414
|
|
Year 2
|
386
|
|
|
Year 3
|
282
|
|
|
Year 4
|
260
|
|
|
Year 5
|
25,299
|
|
|
Thereafter
|
6,061
|
|
|
|
$
|
32,702
|
|
|
|
|
|
Total
Shareholders’
Equity (Deficit)
|
|
Noncontrolling
interest
|
|
Total
Equity (Deficit)
|
||||||
Balance at October 31, 2013
|
$
|
(12,412
|
)
|
|
$
|
(780
|
)
|
|
$
|
(13,192
|
)
|
Common stock issued for convertible note conversions
|
12,960
|
|
|
—
|
|
|
12,960
|
|
|||
Common stock issued to settle make-whole obligation
|
4,240
|
|
|
—
|
|
|
4,240
|
|
|||
Share-based compensation
|
621
|
|
|
—
|
|
|
621
|
|
|||
Sale of common stock, net of registration fees
|
33,246
|
|
|
—
|
|
|
33,246
|
|
|||
Taxes paid upon vesting of restricted stock awards, net of stock issued under benefit plans
|
94
|
|
|
—
|
|
|
94
|
|
|||
Preferred dividends – Series B
|
(800
|
)
|
|
—
|
|
|
(800
|
)
|
|||
Other comprehensive loss - foreign currency translation adjustments
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||
Net loss
|
(10,604
|
)
|
|
(211
|
)
|
|
(10,815
|
)
|
|||
Balance at January 31, 2014
|
$
|
27,325
|
|
|
$
|
(991
|
)
|
|
$
|
26,334
|
|
|
Three Months Ended January 31,
|
|
||||||
|
2014
|
|
2013
|
|
||||
Numerator
|
|
|
|
|
||||
Net loss
|
$
|
(10,815
|
)
|
|
$
|
(11,879
|
)
|
|
Net loss attributable to noncontrolling interest
|
211
|
|
|
198
|
|
|
||
Preferred stock dividend
|
(800
|
)
|
|
(800
|
)
|
|
||
Net loss attributable to common shareholders
|
$
|
(11,404
|
)
|
|
$
|
(12,481
|
)
|
|
Denominator
|
|
|
|
|
||||
Weighted average basic common shares
|
200,637,819
|
|
|
187,553,306
|
|
|
||
Effect of dilutive securities
(1)
|
—
|
|
|
—
|
|
|
||
Weighted average diluted common shares
|
200,637,819
|
|
|
187,553,306
|
|
|
||
Basic loss per share
|
$
|
(0.06
|
)
|
|
$
|
(0.07
|
)
|
|
Diluted loss per share (1)
|
$
|
(0.06
|
)
|
|
$
|
(0.07
|
)
|
|
(1)
|
Diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been antidilutive. Potentially dilutive instruments include stock options, convertible preferred stock, senior unsecured convertible notes and warrants. At
January 31, 2014 and 2013
, there were options to purchase 3.1 million shares of common stock. On September 4, 2013, the Company entered into a co-marketing agreement with NRG for the marketing and sales of the Company's power plants which include the issuance of warrants to purchase up to
5.0 million
shares of the Company's common stock.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three Months Ended
January 31,
|
|
Change
|
|
||||||||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|||||||||||
Total revenues
|
|
$
|
44,434
|
|
|
|
$
|
36,358
|
|
|
|
$
|
8,076
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total costs of revenues
|
|
$
|
42,235
|
|
|
|
$
|
38,669
|
|
|
|
$
|
3,566
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit (loss)
|
|
$
|
2,199
|
|
|
|
$
|
(2,311
|
)
|
|
|
$
|
4,510
|
|
|
|
195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin percentage
|
|
4.9
|
%
|
|
|
(6.4
|
)%
|
|
|
|
|
|
|
|
|
Three Months Ended
January 31
|
|
Change
|
|
||||||||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||||||
Product sales
|
|
$
|
34,460
|
|
|
|
$
|
29,065
|
|
|
|
$
|
5,395
|
|
|
|
19
|
|
|
Service agreements and license revenues
|
|
|
4,960
|
|
|
|
|
4,969
|
|
|
|
|
(9
|
)
|
|
|
—
|
|
|
Total
|
|
$
|
39,420
|
|
|
|
$
|
34,034
|
|
|
|
$
|
5,386
|
|
|
|
16
|
|
|
Costs of Revenues:
|
|
|
|
|
|
|
|
|
|||||||||||
Product sales
|
|
$
|
33,028
|
|
|
|
$
|
29,944
|
|
|
|
$
|
3,084
|
|
|
|
10
|
|
|
Service agreements and license revenues
|
|
|
4,157
|
|
|
|
|
6,485
|
|
|
|
|
(2,328
|
)
|
|
|
(36
|
)
|
|
Total
|
|
$
|
37,185
|
|
|
|
$
|
36,429
|
|
|
|
$
|
756
|
|
|
|
2
|
|
|
Gross profit (loss):
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit (loss) from product sales
|
|
$
|
1,432
|
|
|
|
$
|
(879
|
)
|
|
|
$
|
2,311
|
|
|
|
263
|
|
|
Gross profit (loss) from service agreements and license revenues
|
|
|
803
|
|
|
|
|
(1,516
|
)
|
|
|
|
2,319
|
|
|
|
153
|
|
|
Total
|
|
$
|
2,235
|
|
|
|
$
|
(2,395
|
)
|
|
|
$
|
4,630
|
|
|
|
193
|
|
|
Product sales gross margin percentage
|
|
|
4.2
|
%
|
|
|
|
(3.0
|
)%
|
|
|
|
|
|
|
|
|
||
Service agreement and license revenues gross margin percentage
|
|
|
16.2
|
%
|
|
|
|
(30.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
January 31,
|
|
Change
|
|||||||||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
||||||||||
Advanced technologies contracts revenues
|
|
$
|
5,014
|
|
|
|
|
2,324
|
|
|
|
$
|
2,690
|
|
|
|
116
|
|
|
Cost of advanced technologies contracts
|
|
|
5,050
|
|
|
|
|
2,240
|
|
|
|
2,810
|
|
|
|
125
|
|
|
|
Gross (loss) profit
|
|
$
|
(36
|
)
|
|
|
$
|
84
|
|
|
|
$
|
(120
|
)
|
|
|
(143
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less
than 1
Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More
than
5 Years
|
||||||||||
Purchase commitments
(1)
|
$
|
78,183
|
|
|
$
|
72,989
|
|
|
$
|
5,061
|
|
|
$
|
49
|
|
|
$
|
84
|
|
Series 1 Preferred obligation
(2)
|
11,523
|
|
|
1,118
|
|
|
2,236
|
|
|
2,236
|
|
|
5,933
|
|
|||||
Term loans (principal and interest)
|
12,989
|
|
|
631
|
|
|
1,342
|
|
|
3,322
|
|
|
7,694
|
|
|||||
Senior Unsecured Convertible Notes
(3)
|
23,000
|
|
|
—
|
|
|
—
|
|
|
23,000
|
|
|
—
|
|
|||||
Capital and operating lease commitments
(4)
|
4,901
|
|
|
2,271
|
|
|
2,143
|
|
|
487
|
|
|
—
|
|
|||||
Revolving Credit Facility
(5)
|
6,500
|
|
|
6,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Series B Preferred dividends payable
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Totals
|
$
|
137,096
|
|
|
$
|
83,509
|
|
|
$
|
10,782
|
|
|
$
|
29,094
|
|
|
$
|
13,711
|
|
(1)
|
Purchase commitments with suppliers for materials, supplies and services incurred in the normal course of business.
|
(2)
|
The terms of the Class A Cumulative Redeemable Exchangeable Preferred Share Agreement (the “Series 1 Preferred Share Agreement”) require payments of (i) an annual amount of Cdn$500,000 for dividends and (ii) an amount of Cdn. $750,000 as return of capital payments payable in cash. These payments will end on December 31, 2020. Dividends accrue at a 1.25% quarterly rate on the unpaid principal balance, and additional dividends will accrue on the cumulative unpaid dividends at a rate of 1.25% per quarter, compounded quarterly. On December 31, 2020 the amount of all accrued and unpaid dividends on the Class A Preferred Shares of Cdn. $21.1 million and the balance of the principal redemption price of Cdn. $4.4 million will be due to the holders of the Series 1 preferred shares. The Company has the option of making dividend payments in the form of common stock or cash under terms outlined in the preferred share agreement. For purposes of preparing the above table, the final balance of accrued and unpaid dividends due December 31, 2020 of Cdn. $21.1 million is assumed to be paid in the form of common stock and not included in this table.
|
(3)
|
On June 25, 2013, the Company issued, at par amount, 8.0% Senior Unsecured Convertible Notes ("Notes") with an aggregate principal amount of $38.0 million. The Notes bear interest at a rate of 8.0% per annum. Interest on the Notes is payable in cash or subject to certain limitations, in common stock semi-annually in arrears on December 15 and June 15 of each year, beginning December 15, 2013. The Notes mature on June 15, 2018. The Notes are convertible, upon the Note holder's option, into shares of the Company's common stock initially at a conversion rate of 645.1613 shares per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $1.55 per share) plus a "make-whole" amount, as applicable. The interest payments have been excluded from the table above since the payments may, at the Company's option, be paid in stock. During the first quarter of 2014, certain investors elected to convert a total of $15.0 million principal of
$38.0 million
in aggregate principal of the 8.0% Senior Unsecured Convertible Notes. The Company issued a total of 12,048,179 shares of common stock for the Notes conversion and to satisfy the "make-whole" payment associated with the conversions. During the second quarter of 2014, certain investors elected to convert a total of $22.0 million principal and issued a total of 17.5 million shares of common stock. The remaining principal balance of the Notes is $1.0 million. Refer to subsequent event Note 11 in the Notes to Consolidated Financial Statements for more information.
|
(4)
|
Future minimum lease payments on capital and operating leases.
|
(5)
|
The amount represents the amount outstanding as of January 31, 2014 on an $8.0 million revolving credit facility with JPMorgan Chase Bank, N.A. and the Export-Import Bank of the United States. The credit facility is used for working capital to finance the manufacture and production and subsequent export sale of the Company’s products or services. The agreement has a one year term with renewal provisions and the current expiration date is April 2, 2014. The outstanding principal balance of the facility bears interest, at the option of the Company of either the one-month LIBOR plus 1.5 percent or the prime rate of JP Morgan Chase. The facility is secured by certain working capital assets and general intangibles, up to the amount of the outstanding facility balance.
|
(6)
|
We pay $3.2 million in annual dividends on our Series B Preferred Stock. The $3.2 million annual dividend payment has not been included in this table as we cannot reasonably determine the period when or if we will be able to convert the Series B Preferred Stock into shares of our common stock. We may, at our option, convert these shares into the number of shares of our common stock that are issuable at the then prevailing conversion rate if the closing price of our common stock exceeds 150 percent of the then prevailing conversion price ($11.75) for 20 trading days during any consecutive 30 trading day period.
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 1A.
|
RISK FACTORS
|
Item 6.
|
EXHIBITS
|
Exhibit No.
|
|
Description
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS#
|
|
XBRL Instance Document
|
101.SCH#
|
|
XBRL Schema Document
|
101.CAL#
|
|
XBRL Calculation Linkbase Document
|
101.LAB#
|
|
XBRL Labels Linkbase Document
|
101.PRE#
|
|
XBRL Presentation Linkbase Document
|
101.DEF#
|
|
XBRL Definition Linkbase Document
|
|
|
FUELCELL ENERGY, INC.
|
|
|
(Registrant)
|
March 12, 2014
|
|
/s/ Michael S. Bishop
|
Date
|
|
Michael S. Bishop
Senior Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary
(Principal Financial Officer and Principal Accounting Officer)
|
Exhibit
No.
|
|
Description
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Schema Document
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
101.LAB
|
|
XBRL Labels Linkbase Document
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
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