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8-K - FORM 8-K - FUELCELL ENERGY INCd408207d8k.htm

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

FuelCell Energy Reports Third Quarter Results

and Business Highlights

 

   

European joint venture finalized and first order announced

 

   

POSCO Energy 120 MW order and cell licensing agreements moving to closure

 

   

Connecticut Award and Project Developments

DANBURY, CT – September 5, 2012 — FuelCell Energy, Inc. (Nasdaq: FCEL), a global leader in the design, manufacture and service of ultra-clean, efficient and reliable fuel cell power plants, today reported results for its third quarter ended July 31, 2012 along with an update on its key business highlights.

Financial Results

Third quarter 2012

FuelCell Energy (the Company) reported total revenues for the third quarter of 2012 of $29.7 million compared to $31.2 million in the same period last year. Product sales and revenues in the third quarter were $27.6 million compared to $29.4 million in the prior year quarter, as revenue in the current quarter consisted primarily of fuel cell kits whereas revenue from the third quarter of 2011 included a mix of both complete power plants and fuel cell kits. The Company made adjustments to reduce production levels in mid-April 2012 to align with contractual delivery dates and increased production to prior levels in early-July 2012 to meet the accelerated delivery schedule of the POSCO Energy 70 megawatt order. Third quarter product revenue included $17.8 million of fuel cell kits and power plants, $3.2 million of power plant component sales and installation services, and $6.6 million derived from service and power purchase agreements.

Product sales and service backlog totaled $158.2 million as of July 31, 2012 compared to $230.6 million as of July 31, 2011. Product sales backlog was $75.7 million and $152.9 million as of July 31, 2012 and 2011, respectively. Service agreement backlog was $82.5 million and $77.7 million as of July 31, 2012 and 2011, respectively. Backlog does not include the 120 megawatt (MW) memorandum of agreement with POSCO Energy.

Research and development contract revenue was $2.1 million for the third quarter of 2012 compared to $1.8 million for the third quarter of 2011. The Company’s research and development contract backlog totaled $13.8 million as of July 31, 2012 compared to $13.6 million as of July 31, 2011.

The gross loss incurred in the third quarter of 2012 totaled $2.7 million compared to a gross profit of $0.1 million generated in the third quarter of 2011. Lower production volume during the third quarter of 2012 contributed to the loss incurred as did an inventory adjustment charge of $1.1 million for older generation balance of plant components, and a sales mix oriented towards fuel cell kits compared to complete fuel cell plants in the prior year quarter, which had higher margins.


FUELCELL ENERGY THIRD QUARTER 2012 RESULTS            PAGE 2

 

Third quarter 2012 loss from operations totaled $10.5 million compared to $7.4 million for the comparable prior year period. Administrative and selling expenses increased year-over-year reflecting market development activities related to a number of pending power plant projects in the order pipeline that the Company is working to close and convert to backlog. Research and development costs decreased as focus is placed on initiatives that have near term product implementation potential and product cost reduction opportunities. Net loss to common shareholders for the third quarter of 2012 totaled $10.7 million, or $0.06 per basic and diluted share, compared to $8.6 million or $0.07 per basic and diluted share in the third quarter of 2011.

Year-to-Date 2012

For the nine months ended July 31, 2012, the Company reported revenue of $85.2 million compared to $87.8 million for the comparable prior year period. Product sales and revenues were $79.3 million compared to $81.8 million for the prior year period. Research and development contract revenue was $5.9 million compared to $6.0 million for the prior year period.

For the nine months ended July 31, 2012, the Company incurred a gross loss of $0.4 million compared to a gross loss of $13.0 million for the nine months ended July 31, 2011, or an adjusted loss of $4.3 million in 2011 that excludes a non-recurring charge as explained in the reconciliation of GAAP to non-GAAP information at the end of this release. The improvement of $3.9 million year-over-year, excluding the non-recurring charge incurred in 2011, reflects an improved financial profile for the service business as some older early generation installations were concluded during fiscal year 2012, combined with lower product costs achieved from manufacturing and supply chain efficiencies.

Loss from operations for the nine months ended July 31, 2012 was $23.7 million, compared to $37.8 million for the nine months ended July 31, 2011. Excluding a non-recurring charge incurred in 2011, adjusted loss from operations for the nine months ended July 31, 2011 was $29.0 million. Lower product costs and research and development expenses contributed to the year-over-year improvement.

Net loss to common shareholders for the nine months ended July 31, 2012 was $26.6 million or $0.17 per basic and diluted share compared to $50.0 million or $0.41 per basic and diluted share for the nine months ended July 31, 2011. Excluding the non-recurring charges incurred in 2011, net loss to common shareholders for the nine months ended July 31, 2011 was $32.3 million or $0.26 per basic and diluted share.

Cash and cash equivalents

Total cash and cash equivalents was $73.8 million at July 31, 2012. Net cash use for the third quarter of 2012 was $16.5 million, excluding the $30.0 million investment by POSCO Energy that was completed in April 2012 and received in May 2012. Lower production volume during the quarter impacted cash utilization. Substantially complete power plants in inventory totaled $9.9 million at July 31, 2012 and represent cash generation opportunities as projects discussed in the Business Highlights section below are closed and converted to sales. Capital spending for the third quarter of 2012 was $1.0 million and depreciation expense was $1.3 million.

Business Highlights

Strategy Execution

“Our domestic order pipeline remains extremely active and we are focused on closing orders to drive revenue growth,” said Chip Bottone, President and CEO, FuelCell Energy, Inc. “Although I am disappointed with the pace of order closure in the U.S., I remain confident that we will be adding to our backlog from the U.S. market and I am pleased with progress in Europe as we have established a foundation for growth with local resources that required little up-front capital by FuelCell Energy.”


FUELCELL ENERGY THIRD QUARTER 2012 RESULTS            PAGE 3

 

FuelCell Energy Solutions, GmbH (FCES) is the German based sales, manufacturing, and service business for developing the market in Europe for DFC® power plants. The FCES joint venture with Fraunhofer IKTS was concluded in June 2012 with FuelCell Energy, Inc. owning 75 percent of the joint venture and Fraunhofer owning 25 percent. Equipment and spare parts were acquired at no cost from a former partner and contributed to the joint venture, along with carbonate fuel cell intellectual property and a capital infusion by the former partner which was contributed to FCES via Fraunhofer. Local sales resources have been hired and additional resources will be added as order volume warrants. Sales and administrative offices are located in Dresden, Germany and manufacturing is planned in Ottobrunn, Germany.

FCES announced its first order during the third quarter for a power plant installation at the Federal Ministry of Education and Research complex in Berlin that is within sight of the German Parliament building. This high visibility location is important for demonstrating the attributes of stationary fuel cells and is a marquee location that will help to promote DFC plants to other prospective customers in Europe.

POSCO Energy continues to expand the market for stationary fuel cell power plants including the utility market under the Renewable Portfolio Standard, the export market, and the commercial building market. To meet this growing demand, the previously announced memorandum of agreements with POSCO Energy for a 120 MW multi-year order and for executing a cell licensing agreement are expected to be concluded within 2012. POSCO Energy recently hosted a delegation from Indonesia to tour operating fuel cell installations and to explain regulatory dynamics that can accelerate the adoption of ultra-clean baseload distributed generation in Indonesia. In terms of the commercial building market, the fuel cell division within the POSCO organization was honored with the POSCO annual creativity technology achievement award based on the 100 kilowatt combined heat & power (CHP) plant, which is the first time any division not directly affiliated with the steel operation has won the award. The award was presented by the CEO of POSCO, the parent organization of POSCO Energy.

The Company is pursuing near-term project opportunities in Connecticut under the low-emission renewable energy credit program (LREC) and the direct utility purchase Renewable Connections Program. Preliminary LREC awards were announced to the bidders and deposits due to the State in August. Manufacturers are now in the process of finalizing contracts with owners/developers to meet down payment deadlines. The Company has been selected to supply a 1.4 MW power plant and notified that an additional award or awards may be forthcoming, though the Company is not able to ascertain at this time the likelihood of additional awards being granted. A public statement is expected from the State in the coming weeks announcing the winning bidders and projects.

The Company is moving forward with final development and financing for the 15 megawatt Bridgeport Connecticut Fuel Cell Park project and achieved several key milestones during the quarter including extension of the power purchase agreement sunset start date into 2014 and completion of a detailed interconnect study and construction plan with the local electric utility. Electricity will be sold under a 15 year power purchase agreement (PPA) to Connecticut Light & Power. The PPA has been executed and regulatory approvals obtained. This project has strong support at the local and State levels and the Company anticipates obtaining financing commitments and undertaking groundbreaking in 2012.


FUELCELL ENERGY THIRD QUARTER 2012 RESULTS            PAGE 4

 

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 whether the Company is able to reach definitive agreements on the terms contemplated in the previously announced memorandums of agreement with POSCO Energy, 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, 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

Direct FuelCell® power plants are generating ultra-clean, efficient and reliable power at more than 50 locations worldwide. With approximately 180 megawatts of power generation capacity installed or in backlog, FuelCell Energy is a global leader in providing ultra-clean baseload distributed generation to utilities, industrial operations, universities, municipal water treatment facilities, government installations and other customers around the world. The Company’s power plants have generated over one billion kilowatt hours of power using a variety of fuels including renewable biogas from wastewater treatment and food processing, as well as clean natural gas. For more information please visit our website at www.fuelcellenergy.com

Direct FuelCell, DFC, DFC/T, DFC-H2 and FuelCell Energy, Inc. are all registered trademarks of FuelCell Energy, Inc. DFC-ERG is a registered trademark jointly owned by Enbridge, Inc. and FuelCell Energy, Inc.

Conference Call Information

FuelCell Energy management will host a conference call with investors beginning at 10:00 a.m. Eastern Time on September 6, 2012 to discuss the third quarter results. An accompanying slide presentation for the earnings call will be available at http://fcel.client.shareholder.com/events.cfm immediately prior to the call.

Participants can access the live call via webcast on the Company website or by telephone as follows:

 

   

The live webcast of this call will be available on the Company website at www.fuelcellenergy.com. To listen to the call, select ‘Investors’ on the home page, then click on ‘events & presentations’ and then click on ‘Listen to the webcast’

 

   

Alternatively, participants in the U.S. or Canada can dial 877-303-7005

 

   

Outside the U.S. and Canada, please call 678-809-1045

 

   

The passcode is ‘FuelCell Energy’

The webcast of the conference call will be available on the Company’s Investors’ page at www.fuelcellenergy.com. Alternatively, the replay of the conference call will be available approximately two hours after the conclusion of the call until midnight Eastern Time on September 12, 2012:

 

   

From the U.S. and Canada please dial 855-859-2056

 

   

Outside the U.S. or Canada please call 404-537-3406

 

   

Enter confirmation code 22747276

Contact:

FuelCell Energy, Inc.

Kurt Goddard, Vice President Investor Relations

203-830-7494

ir@fce.com

#  #  #  #


FUELCELL ENERGY THIRD QUARTER 2012 RESULTS            PAGE 5

 

FUELCELL ENERGY, INC.

Consolidated Balance Sheets

(Unaudited)

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

 

     July 31,
2012
    October 31,
2011
 
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 73,766      $ 51,415   

Investments — U.S. treasury securities

     —          12,016   

Accounts receivable, net

     20,240        21,950   

Inventories, net

     48,995        40,101   

Other current assets

     6,084        7,466   
  

 

 

   

 

 

 

Total current assets

     149,085        132,948   

Property, plant and equipment, net

     22,450        23,925   

Investment in and loans to affiliate

     9,826        10,466   

Other assets, net

     15,672        16,291   
  

 

 

   

 

 

 

Total assets

   $ 197,033      $ 183,630   
  

 

 

   

 

 

 
LIABILITIES AND EQUITY     

Current liabilities:

    

Current portion of long-term debt

   $ 5,126      $ 5,056   

Accounts payable

     10,871        14,143   

Accounts payable due to affiliate

     324        104   

Accrued liabilities

     20,454        26,894   

Deferred revenue

     50,380        64,114   

Preferred stock obligation of subsidiary

     1,071        3,854   
  

 

 

   

 

 

 

Total current liabilities

     88,226        114,165   

Long-term deferred revenue

     6,250        7,000   

Long-term preferred stock obligation of subsidiary

     12,893        12,878   

Long-term debt and other liabilities

     4,028        4,105   
  

 

 

   

 

 

 

Total liabilities

     111,397        138,148   
  

 

 

   

 

 

 

Redeemable preferred stock (liquidation preference of $64,020 at July 31, 2012 and October 31, 2011)

     59,857        59,857   

Total Equity (Deficit):

    

Shareholders’ equity (deficit)

    

Common stock ($.0001 par value; 275,000,000 shares authorized; 185,864,074 and 138,400,497 shares issued and outstanding at July 31, 2012 and October 31, 2011, respectively)

     18        13   

Additional paid-in capital

     751,519        687,857   

Accumulated deficit

     (725,493     (701,336

Accumulated other comprehensive (loss) income

     (65     15   

Treasury stock, Common, at cost (5,679 shares at July 31, 2012 and October 31, 2011)

     (53     (53

Deferred compensation

     53        53   
  

 

 

   

 

 

 

Total shareholders’ equity (deficit)

     25,979        (13,451

Noncontrolling interest in subsidiaries

     (200     (924
  

 

 

   

 

 

 

Total equity (deficit)

     25,779        (14,375
  

 

 

   

 

 

 

Total liabilities and equity (deficit)

   $ 197,033      $ 183,630   
  

 

 

   

 

 

 


FUELCELL ENERGY THIRD QUARTER 2012 RESULTS            PAGE 6

 

FUELCELL ENERGY, INC.

Consolidated Statements of Operations

(unaudited)

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

 

     Three Months Ended
July 31,
 
     2012     2011  

Revenues:

    

Product sales and revenues

   $ 27,569      $ 29,382   

Research and development contracts

     2,124        1,778   
  

 

 

   

 

 

 

Total revenues

     29,693        31,160   
  

 

 

   

 

 

 

Costs of revenues:

    

Cost of product sales and revenues

     30,321        29,133   

Cost of research and development contracts

     2,110        1,890   
  

 

 

   

 

 

 

Total cost of revenues

     32,431        31,023   
  

 

 

   

 

 

 

Gross profit/(loss)

     (2,738     137   

Operating expenses:

    

Administrative and selling expenses

     4,580        3,578   

Research and development expenses

     3,193        3,918   
  

 

 

   

 

 

 

Total operating expenses

     7,773        7,496   
  

 

 

   

 

 

 

Loss from operations

     (10,511     (7,359

Interest expense

     (544     (847

Loss from equity investment

     (42     (94

License fee and royalty income

     422        499   

Other income (expense), net

     656        (29
  

 

 

   

 

 

 

Loss before provision for income taxes

     (10,019     (7,830

Benefit for income taxes

     9        —     
  

 

 

   

 

 

 

Net loss

     (10,010     (7,830

Net loss attributable to noncontrolling interest

     88        76   
  

 

 

   

 

 

 

Net loss attributable to FuelCell Energy, Inc.

     (9,922     (7,754

Preferred stock dividends

     (800     (800
  

 

 

   

 

 

 

Net loss to common shareholders

   $ (10,722   $ (8,554
  

 

 

   

 

 

 

Loss per share basic and diluted

    

Basic

   $ (0.06   $ (0.07

Diluted

   $ (0.06   $ (0.07

Weighted average shares outstanding

    

Basic

     185,906,834        126,923,550   

Diluted

     185,906,834        126,923,550   


FUELCELL ENERGY THIRD QUARTER 2012 RESULTS            PAGE 7

 

FUELCELL ENERGY, INC.

Consolidated Statements of Operations

(unaudited)

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

 

     Nine Months Ended
July 31,
 
     2012     2011  

Revenues:

    

Product sales and revenues

   $ 79,280      $ 81,815   

Research and development contracts

     5,903        6,032   
  

 

 

   

 

 

 

Total revenues

     85,183        87,847   
  

 

 

   

 

 

 

Costs of revenues:

    

Cost of product sales and revenues

     80,062        94,652   

Cost of research and development contracts

     5,554        6,244   
  

 

 

   

 

 

 

Total cost of revenues

     85,616        100,896   
  

 

 

   

 

 

 

Gross loss

     (433     (13,049

Operating expenses:

    

Administrative and selling expenses

     12,346        12,082   

Research and development expenses

     10,932        12,662   
  

 

 

   

 

 

 

Total operating expenses

     23,278        24,744   
  

 

 

   

 

 

 

Loss from operations

     (23,711     (37,793

Interest expense

     (1,749     (1,829

Loss from equity investment

     (554     (149

License fee and royalty income

     1,258        1,287   

Other income (expense), net

     438        173   
  

 

 

   

 

 

 

Loss before redeemable preferred stock of subsidiary

     (24,318     (38,311

Accretion of redeemable preferred stock of subsidiary

     —          (525
  

 

 

   

 

 

 

Loss before provision for income taxes

     (24,318     (38,836

Provision for income taxes

     (69     (9
  

 

 

   

 

 

 

Net loss

     (24,387     (38,845

Net loss attributable to noncontrolling interest

     230        197   
  

 

 

   

 

 

 

Net loss attributable to FuelCell Energy, Inc.

     (24,157     (38,648

Adjustment for modification of redeemable preferred stock of subsidiary

     —          (8,987

Preferred stock dividends

     (2,401     (2,400
  

 

 

   

 

 

 

Net loss to common shareholders

   $ (26,558   $ (50,035
  

 

 

   

 

 

 

Net loss per share to common shareholders

    

Basic

   $ (0.17   $ (0.41

Diluted

   $ (0.17   $ (0.41

Weighted average shares outstanding

    

Basic

     158,548,998        122,306,465   

Diluted

     158,548,998        122,306,465   


FUELCELL ENERGY THIRD QUARTER 2012 RESULTS            PAGE 8

 

 

FUELCELL ENERGY, INC.

Reconciliation of GAAP to Non-GAAP Consolidated Statements of Operations

(Unaudited)

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

 

     Three Months Ended July 31,  
     2012     2011  
     GAAP
As Reported (1)
    GAAP
As Reported
    Non-GAAP
Adjustments (1)
     Non-GAAP As
Adjusted
 

Cost of product sales and revenues

   $ 30,321      $ 29,133      $ —         $ 29,133   

Gross profit/(loss)

   $ (2,738   $ 137      $ —         $ 137   

Loss from operations

   $ (10,511   $ (7,359   $ —         $ (7,359

Net loss

   $ (10,010   $ (7,830   $ —         $ (7,830

Net loss to common shareholders

   $ (10,722   $ (8,554   $ —         $ (8,554

Net loss per share to common shareholders

         

Basic

   $ (0.06   $ (0.07   $ —         $ (0.07

Diluted

   $ (0.06   $ (0.07   $ —         $ (0.07

 

     Nine Months Ended July 31,  
     2012     2011  
     GAAP
As Reported (1)
    GAAP
As Reported
    Non-GAAP
Adjustments
    Non-GAAP As
Adjusted
 

Cost of product sales and revenues

   $ 80,062      $ 94,652      $ (8,752 )(2)    $ 85,900   

Gross profit/(loss)

   $ (433   $ (13,049   $ 8,752      $ (4,297

Loss from operations

   $ (23,711   $ (37,793   $ 8,752      $ (29,041

Loss before redeemable preferred stock of subsidiary

   $ (24,318   $ (38,311   $ 8,752      $ (29,559

Net loss

   $ (24,387   $ (38,845   $ 8,752      $ (30,093

Adjustment for modification of redeemable preferred stock of subsidiary

   $ —        $ (8,987   $ 8,987 (3)    $ —     

Net loss to common shareholders

   $ (26,558   $ (50,035   $ 17,739      $ (32,296

Net loss per share to common shareholders

        

Basic

   $ (0.17   $ (0.41   $ 0.15      $ (0.26

Diluted

   $ (0.17   $ (0.41   $ 0.15      $ (0.26


FUELCELL ENERGY THIRD QUARTER 2012 RESULTS            PAGE 9

 

Notes to Reconciliation of GAAP to Non-GAAP Consolidated Statements of Operations

For the Three and Nine Months Ended July 31, 2012 and 2011

Results of Operations are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) and as adjusted for certain items referenced below which relate to fiscal year 2011 only. Management also uses non-GAAP measures which exclude non-recurring items in order to measure operating periodic performance. We have added this information because we believe it helps in understanding the results of our operations on a comparative basis. This adjusted information supplements and is not intended to replace performance measures required by U.S. GAAP disclosure.

Notes to the reconciliation of GAAP to non-GAAP Consolidated Statements of Operations information are as follows:

(1) Note that there were no adjustments to GAAP results as reported for the three and nine months ended July 31, 2012 and the three months ended July 31, 2011.

(2) FuelCell Energy, Inc. has committed to a repair and upgrade program to fix a performance shortfall for a select group of 1.2 MW fuel cell modules produced between 2007 and early 2009. Second quarter 2011 earnings was impacted by a charge of approximately $8.8 million, which was accounted for as an increase to cost of goods sold. The estimate for the repair and upgrade program was revised in the fourth quarter of 2011 resulting in a decrease to cost of goods sold of approximately $0.5 million. The full fiscal year 2011 impact was a charge of $8.3 million. Product sales, gross margin and cost to revenue ratio and cost of revenues for the three and nine months ended July 31, 2012 and 2011 were as follows:

 

     Three Months Ended
July 31,
    Nine Months Ended
July 31,
 
     2012     2011     2012     2011  

GAAP Revenue and Cost of Sales

        

Product sales and revenues

   $ 27,569      $ 29,382      $ 79,280      $ 81,815   

Cost of product sales and revenues

     30,321        29,133        80,062        94,652   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit/(loss) from product sales and revenues

   $ (2,752   $ 249      $ (782   $ (12,837

Product Sales Cost-to-revenue ratio(a)

     1.10        0.99        1.01        1.16   

Non-GAAP Adjustment to cost of product sales and revenues:

  

   

Repair and Upgrade Cost

   $ —        $ —        $ —        $ (8,752

Gross Margin (non-GAAP):

        

Gross profit/(loss) from product sales and revenues

   $ (2,752   $ 249      $ (782   $ (4,085

Gross profit/(loss) from research and development contracts

     14        (112     349        (212
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ (2,738   $ 137      $ (433   $ (4,297
  

 

 

   

 

 

   

 

 

   

 

 

 

Product Sales Cost-to-revenue ratio (non-GAAP)(a)

     1.10        0.99        1.01        1.05   

 

(a) Cost-to-revenue ratio is calculated as cost of product sales and revenues divided by product sales and revenues.

(3) During the three months ended April 30, 2011 the Company entered into an agreement with Enbridge, Inc. to modify an agreement for the Series 1 preferred shares. While this modification did not result in a material change to future cash flows, it did result in a revaluation of the instrument and a reclassification of amounts due as short and long term liabilities. An adjustment to additional paid in capital and loss to common shareholders of $9.0 million was incurred in the second quarter of 2011 to adjust the historic carrying value of the Series I preferred shares to the current fair value.