SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[Mark One]
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JULY 31, 2000
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OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission file number 1-14204
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FUELCELL ENERGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-0853042
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3 Great Pasture Road, Danbury, Connecticut 06813
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(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (203) 825-6000
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the Registrant's Common Stock, par value
$.0001, as of September 11, 2000 was 15,413,064 giving effect to the 100% stock
dividend as of September 13, 2000.
FUELCELL ENERGY, INC
FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION PAGE
- ------------------------------ ----
Item 1. Unaudited Consolidated Condensed
Financial Statements:
Consolidated Condensed Balance Sheets as of 2
July 31, 2000 and October 31,1999
Consolidated Condensed Statements of Operations 3
for the three months ended July 31, 2000 and
July 31, 1999
Consolidated Condensed Statements of Operations 4
for the nine months ended July 31, 2000 and
July 31, 1999
Consolidated Condensed Statements of Cash Flows 5
for the nine months ended July 31, 2000 and
July 31, 1999
Notes to Unaudited Consolidated Condensed 6
Financial Statements
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 13
Market Risk
PART II - OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K 14
Signatures
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FUELCELL ENERGY, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
JULY 31, OCTOBER 31,
2000 1999
----------- -----------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 62,289 6,163
Accounts receivable 3,156 2,332
Inventories 250 1,204
Deferred income taxes 291 291
Other current assets 561 405
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Total current assets 66,547 10,395
Property, plant and equipment, net 7,632 7,195
Other assets, net 1,931 2,241
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TOTAL ASSETS $ 76,110 19,831
======== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 1,662 341
Accounts payable 736 484
Accrued liabilities 3,227 1,787
Deferred license fee income 112 29
Customer Advances 581 550
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Total current liabilities 6,318 3,191
LONG-TERM LIABILITIES:
Long-term debt $ -- 1,625
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Total liabilities 6,318 4,816
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Minority interest in joint venture 190 200
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COMMON SHAREHOLDERS' EQUITY:
Common stock ($.0001 par value):
20,000,000 shares authorized:
15,369,462 and 12,651,662 shares
issued and outstanding at July 31,
2000 and October 31, 1999,
respectively 2 1
Additional paid-in capital 71,937 14,141
Retained earnings (2,337) 673
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Total shareholders' equity 69,602 14,815
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 76,110 19,831
======== ======
See notes to consolidated condensed financial statements
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FUELCELL ENERGY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED JULY 31,
2000 1999
------------ -----------
REVENUES:
Research and development contracts $ 3,963 4,048
Product sales and revenues 149 368
------------ -----------
Total revenues 4,112 4,416
COSTS AND EXPENSES:
Cost of product sales and revenues 904 235
Administrative and selling expenses 1,684 1,366
Depreciation 346 339
Research and development (a) 3,470 2,845
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Total costs and expenses 6,404 4,785
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(Loss) from operations (2,292) (369)
License fee income, net 68 85
Minority interest loss in joint venture 7 --
Interest expense (36) (39)
Interest and other income, net 946 96
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(Loss) before provision for income taxes (1,307) (227)
Provision for income taxes -- 159
------------ -----------
Net loss $ (1,307) (386)
============ ===========
Loss per share:
Basic and diluted loss per share: $ (0.09) (0.03)
============ ===========
Basic and diluted shares outstanding 15,367,614 12,512,752
============ ===========
(a) Includes costs of:
Research and development under contracts $ 3,142 2,548
Research and development costs 328 297
------------ -----------
3,470 2,845
============ ===========
See notes to consolidated condensed financial statements
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FUELCELL ENERGY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
NINE MONTHS ENDED JULY 31,
2000 1999
------------ -----------
REVENUES:
Research and development contracts $ 11,450 15,185
Product sales and revenues 1,198 1,303
------------ -----------
Total revenues 12,648 16,488
COSTS AND EXPENSES:
Cost of product sales and revenues 2,320 840
Administrative and selling expenses 4,128 4,867
Depreciation 1,111 1,000
Research and development (a) 9,356 11,308
------------ -----------
Total costs and expenses 16,915 18,015
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(Loss) from operations (4,267) (1,527)
License fee income, net 198 146
Minority interest loss in joint venture 10 --
Interest expense (106) (131)
Interest and other income, net 1,157 205
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(Loss) before provision for income taxes (3,008) (1,307)
Provision for income taxes 2 200
------------ -----------
Net loss $ (3,010) (1,507)
============ ===========
Loss per share:
Basic and diluted loss per share: $ (0.22) (0.12)
============ ===========
Basic and diluted shares outstanding 13,707,536 12,466,010
============ ===========
(a) Includes costs of:
Research and development under contracts $ 7,765 9,851
Research and development costs 1,591 1,457
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9,356 11,308
============ ===========
See notes to consolidated condensed financial statements
4
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FUELCELL ENERGY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JULY 31,
(DOLLARS IN THOUSANDS)
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (3,010) (1,507)
Adjustments to reconcile net
income (loss) to net cash provided
by (used in) operating activities:
Compensation for options granted 100 100
Depreciation and amortization 1,429 1,305
(Loss) on disposal of property 59 (15)
Minority interest income (loss) in
joint venture (10) --
Changes in operating assets and liabilities:
Accounts receivable (824) (360)
Inventories 954 (63)
Other current assets (156) 418
Accounts payable 252 (620)
Accrued liabilities 1,440 236
Customer advances 31 (491)
Deferred license fee income 83 88
-------- -------
Net cash provided by (used) in
operating activities 348 (909)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,620) (636)
Proceeds from sale of property and equipment -- 603
Payments on (purchase of) other assets 5 (586)
-------- -------
Net cash used in investing activities (1,615) (619)
CASH FLOWS FROM FINANCING ACTIVITIES:
Transfer of minority interest to Evercel, Inc. -- (3,082)
Repayment of debt (304) (552)
Common stock issued net: follow-on offering 57,565 --
Common stock issued: stock options and
stock purchase plan 132 182
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Net cash provided by (used) in financing
activities 57,393 (3,452)
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Net increase (decrease) in cash and cash
equivalents 56,126 (4,980)
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CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 6,163 10,304
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 62,289 5,324
======== =======
Supplemental disclosure of cash paid during
the period for:
Interest $ 94 131
Income taxes $ 150 100
Other non cash transactions:
Conversion of convertible preferred stock -- 600
Net assets transferred to Evercel, Inc. -- 669
See notes to consolidated condensed financial statements
5
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FUELCELL ENERGY, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
NOTE 1: NATURE OF THE BUSINESS
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FuelCell Energy, Inc., formerly Energy Research Corporation (the "Company"), was
founded in 1969 to develop fuel cells and specialized batteries. These efforts
resulted in our obtaining various patents and expertise in electrochemical
technologies. Since 1983, we have concentrated on developing products while
receiving substantial funding from the United States Department of Energy
("DOE"), the United States Department of Defense ("DOD"), and other outside
sources such as MTU-Friedrichshafen GmbH ("MTU"), a subsidiary of
DaimlerChrysler. We have developed the Direct FuelCell(TM), which we believe has
significant advantages in terms of fuel efficiency and cost over competing fuel
cell technologies for the stationary power generation market. We have also
entered into strategic alliances with federal and municipal agencies, MTU,
Marubeni Corporation of Japan, and Bath Iron works to help develop, site, test,
market and distribute our fuel cells worldwide. In addition to providing
research and development under contracts, we are currently in the process of
commercializing our Direct FuelCell technology and expect to incur losses as we
expand our product development, commercialization program and manufacturing
operations.
NOTE 2: BASIS OF PRESENTATION
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The accompanying consolidated condensed financial statements are unaudited and
have been prepared in accordance with generally accepted accounting principles.
The financial statements as of October 31, 1999, have been derived from audited
financial statements. Certain information and footnote disclosure normally
included in our annual consolidated financial statements have been condensed or
omitted. The interim consolidated financial statements, in the opinion of
management, reflect all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly our financial position as of July 31,
2000 and the results of operations for the three and nine months ended July 31,
2000 and 1999 and cash flows for such nine month periods have been included.
Certain prior year amounts have been reclassified to be consistent with the
current year presentation.
The results of operations for the three and nine months ended July 31, 2000 and
1999 are not necessarily indicative of the results to be expected for the full
year. The reader should supplement the information in this document with prior
disclosures in our 1999 Annual Report on Form 10-K/A.
6
On November 16, 1999, we paid a stock dividend of one additional share of common
stock for every two shares of our common stock held on November 1, 1999, the
record date. All per share data and the number of shares of common stock have
been adjusted retroactively to give effect to the stock dividend.
In accordance with the License Assistance Agreement with Evercel, Inc.
("Evercel"), Evercel has agreed to provide all services and assistance necessary
to effectively fulfill on our behalf all of our obligations under the joint
venture contract for Xiamen Three Circles-ERC Battery Corp., Ltd. (the "Joint
Venture") and the related license agreement until we obtain the approval from
the Chinese partner and appropriate Chinese governmental authority for the
assignment of the agreements to Evercel. In return for that assistance, we will
pay to Evercel or Evercel will pay to us an amount equal to the sum of all
money, dividends, profits, reimbursements, distributions and payments actually
paid to us or paid by us in cash or in kind or otherwise accruing to us pursuant
to the Joint Venture contract and related license agreement.
NOTE 3: SUBSEQUENT EVENT
- ------------------------
On September 12, 2000, subject to shareholders approval, the Board of Directors
authorized an increase of authorized common stock from 20 million shares to 150
million shares. The time and place of the special stockholders' meeting has yet
to be determined.
On September 13, 2000, we paid a 100% stock dividend on all outstanding shares
of common stock held as of September 6, 2000, the record date. All per share
data and the number of shares of common stock have been adjusted retroactively
to give effect to the stock dividend.
7
NOTE 4: NET LOSS PER SHARE
- --------------------------
Basic and diluted loss per share are calculated based upon the provisions of
SFAS 128, adopted in 1998, using the following data:
THREE MONTHS ENDED NINE MONTHS ENDED
JULY 31, JULY 31,
2000 1999 2000 1999
---- ---- ---- ----
Weighted average basic
Common Shares 15,367,614 12,512,752 13,707,536 12,466,010
Effect of dilutive securities
Stock options -- -- -- --
Weighted Average Basic
Common Shares Adjusted for
diluted calculation 15,367,614 12,512,752 13,707,536 12,466,010
The computation of diluted loss per share for the third quarter and year to date
follows the basic calculation since common stock equivalents were antidilutive.
The weighted average number of options outstanding for the nine months ended
July 31, 2000 and 1999 was 1,790,324 and 1,518,870 respectively.
NOTE 5: RECENT DEVELOPMENTS
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On June 29, 2000, we entered into a $4,000,000 loan agreement with the
Connecticut Development Authority. The loan is secured by machinery and
equipment purchased by us under the loan. The promissory note is payable monthly
over six and one-half years, with interest computed annually based on the ten
year U.S. Treasury notes plus 2-1/2%.
On June 7, 2000, our common stock began trading on the NASDAQ National Market
under the ticker symbol FCEL. The stock formerly traded on the American Stock
Exchange under the symbol FCL.
8
PART I - FINANCIAL INFORMATION
- ------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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The following discussion should be read in conjunction with the accompanying
Condensed Financial Statements and Notes thereto included within this report,
and our audited financial statements and notes thereto included in our Annual
Report on Form 10-K/A for the fiscal year end October 31, 1999. In addition to
historical information, this Form 10-Q and the following discussion contain
forward looking statements, including statements regarding the Company's plans
and expectations regarding the development and commercialization of its fuel
cell technology. Our actual results could differ materially from those
projected. Factors that could cause such a difference are included but not
limited to, those set forth under the caption "Risk Factors" in our Annual
Report on Form 10K/A filed for the fiscal year ended October 31, 1999.
RESULTS OF OPERATIONS
- ---------------------
COMPARISON THREE MONTHS ENDED JULY 31, 2000 AND JULY 31, 1999
- -------------------------------------------------------------
Revenues decreased 7% to $4,112,000 in the third quarter of 2000 from $4,416,000
for the same period in the last year. The decrease was due to reduced revenues
from shipments of fuel cell stacks to MTU and to a lesser degree reduced
activities on our research and development contracts. For the remainder of the
fiscal year, we expect both research and development contracts and product sales
revenues to increase as the Navy Phase II, Vision 21 and King County contracts
and demonstration revenues increase.
Cost of product sales and revenues increased 285% to $904,000 in the third
quarter of 2000 from $235,000 in the same period last year. The increase was due
to the recognition of costs associated with demonstration projects. We
anticipate that costs of demonstration projects will exceed demonstration
project revenues.
Administrative and selling expense increased 23% to $1,684,000 in the third
quarter of 2000 from $1,366,000 in the same period last year. This increase was
due to state franchise taxes paid on our increased equity, increased employment
costs, and other costs of commercialization. Depreciation increased $7,000 in
the third quarter as a result of capital additions.
Total research and development expense increased 22% to $3,470,000 in the third
quarter of 2000 from $2,845,000 in the same period last year. In accordance with
the Santa Clara proof of concept development contract we recognized associated
site restoration costs.
Income from operations resulted in a loss of $2,292,000 in the third quarter of
2000 compared to a loss of $369,000 in the same period last year. The increased
loss was due to costs associated with demonstration projects and administrative
costs to commercialize our fuel cell technology. We expect that, as we continue
to accelerate our efforts to commercialize and demonstrate our fuel cell
technology, costs will exceed revenues for the year.
9
License fee and royalty income, net, resulted in $68,000 of income in the third
quarter of 2000 compared to $85,000 in the same period last year. The reduced
fees are a result of the termination of the Mitsubishi Electric Corporation's
license agreement with the Company in January, 2000.
Interest expense decreased to $36,000 in the third quarter of 2000 from $39,000
in the same period last year. The decrease is attributable to the reduction of
our indebtedness.
Interest and other income, net, increased to $946,000 in the third quarter of
2000 from $96,000 in the same period last year. The increase is a result of cash
from the follow-on offering being invested throughout the quarter.
We did not recognize a tax provision or benefit in the current quarter. We
believe that, due to our efforts to commercialize our Direct Fuelcell
technology, we will incur losses, which will result in no tax benefit for the
fiscal year.
RESULTS OF OPERATIONS
- ---------------------
COMPARISON NINE MONTHS ENDED JULY 31, 2000 AND JULY 31, 1999
- ------------------------------------------------------------
Revenues decreased 23% to $12,648,000 in the 2000 period from $16,488,000 in the
1999 period. The decrease was due to reduced activities on our research and
development contracts amounting to $2,535,000, and a $1,200,000 contract with
MTU that shipped in January 1999.
Cost of product sales and revenues increased 176% to $2,320,000 in the 2000
period from $840,000 in the 1999 period. The increase was due to the recognition
of costs associated with demonstration projects.
Administrative and selling expense decreased 15% to $4,128,000 in the 2000
period from $4,867,000 in the 1999 period. This decrease was due to the February
1999 staffing reduction, and legal and professional fees incurred with the
spin-off of Evercel in February 1999, partially offset by costs to commercialize
our DFC technology. Depreciation increased 11% to $1,111,000 in the 2000 period
from $1,000,000 in the 1999 period.
Total research and development decreased 17% to $9,356,000 in the 2000 period
from $11,308,000 in the 1999 period. Costs associated with research and
development under contracts decreased 21% on lower volume. Costs associated with
research and development efforts to commercialize our fuel cell technology
increased compared to the 1999 period which included battery development costs
of Evercel, Inc., until the February 1999 spin-off.
Income from operations resulted in a loss of $4,267,000 in the 2000 period
compared to a loss of $1,527,000 in the 1999 period. The increased loss was due
to costs incurred on demonstration projects and certain costs incurred with the
raising of capital.
License fee and royalty income, net, resulted in $198,000 of income in the 2000
period compared to $146,000 in the same period last year. License fee and
royalty income in the current year was not offset by costs associated with the
Chinese license agreement and the Xiamen joint venture which was transferred to
Evercel, Inc. as part of the February 1999 spin-off.
10
Interest expense decreased to $106,000 in the 2000 period from $131,000 in the
1999 period. The decrease is attributable to the reduction of our indebtedness.
Interest and other income, net, increased to $1,157,000 in the 2000 period from
$205,000 in the 1999 period. The increase is a result of cash proceeds from the
follow-on offering being invested throughout the quarter.
We believe that, due to our efforts to commercialize our Direct Fuelcell
technology, we will incur losses, which will result in no tax benefit for the
fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
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The Company's operations are funded primarily through cash generated from
operations, borrowings, and sales of equity. Cash from operations includes
revenue from government contracts and cooperative agreements, demonstration
projects, license fees, interest income and sales of fuel cell components
primarily to MTU.
At July 31, 2000, we had working capital of $60,229,000 including $62,289,000 of
cash and cash equivalents, compared to working capital of $7,204,000 including
$6,163,000 of cash and cash equivalents at October 31, 1999. The increase in
working capital is due primarily to the increase in cash and cash equivalents as
we raised net proceeds of $57,565,000 after $3,535,000 of underwriting
discounts, commissions, fees, and other expenses in April 2000 from the sale of
1,300,000 shares of common stock. During the nine months ended July 31, 2000, we
acquired $1,620,000 in fixed assets and repaid $304,000 of debt.
At July 31, 2000, we had $1,662,000 of debt. This credit facility is scheduled
to be paid in monthly installments of $13,000 plus interest with $1,500,000 due
in a balloon payment in June 2001. As previously mentioned, we have entered into
a $4,000,000 loan agreement with the Connecticut Development Authority that will
be used to purchase equipment for the manufacturing facility. To date, we have
not borrowed any monies pursuant to this agreement.
The proceeds from the sale of common stock will be used to support the
commercialization of the Company's Direct FuelCell(TM) products. Proceeds will
be used to purchase additional manufacturing equipment as well as for general
corporate purposes including research and development, field trial support and
working capital.
We are increasing our manufacturing capacity to 50MW per year at our Torrington,
CT facility which will require approximately $14,500,000 to be spent on
equipment and facilities during the remainder of 2000 and in 2001. In addition,
we are planning to expand our testing and conditioning capabilities at our
Danbury, CT facility which will require approximately $5,000,000 to complete.
11
In addition to increasing manufacturing capacity, proceeds will be used for
general corporate purposes including research and development, field trial
support and working capital. Working capital requirements will consist primarily
of increases in inventory as additional demonstrations of Direct FuelCell(TM)
products are conducted and material purchases increase. Proceeds will also be
used to support the cost of early field trials and demonstration projects that
will likely exceed revenue from these projects. We anticipate that our existing
capital resources together with anticipated revenues will be adequate to satisfy
our planned financial requirements and agreements through 2001.
In December 1994, we entered into a Cooperative Agreement with the DOE pursuant
to which they agreed to provide funding through 1999 to support the continued
development and improvement of our commercial product. The current aggregate
dollar amount of that contract is approximately $213,000,000 with the DOE
providing approximately $135,000,000 in funding. The balance of the funding is
expected to be provided by us, our partners or licensees, other private agencies
and utilities. Approximately 70% of the non-DOE portion has been committed or
credited to the project in the form of in-kind or direct cost share from
non-U.S. government sources. It is anticipated that the balance of non-DOE
funding will be timely obtained. This agreement has recently been extended for
three additional years, through 2003, and will provide $40,000,000 of funding
over this period, subject to annual approval by the U.S. Congress.
In addition to the DOE Cooperative Agreement, we have received a $3,125,000
cost-shared contract under the Vision 21 program to develop a hybrid fuel
cell/turbine power plant by 2002, and a $16,500,000 cost-shared contract from
the U.S. Navy to demonstrate a marine fuel cell power plant operating on diesel
fuel by 2003. We have also been selected by King County, Washington to deliver a
one mega-watt Direct FuelCell power plant using municipal digester gas.
Negotiations for contract terms and pricing for the King County project are
underway.
12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
INTEREST RATE EXPOSURE
- ----------------------
The Company's exposure to market risk for changes in interest rates relate
primarily to the Company's investment portfolio and long-term debt obligations.
The investment portfolio includes high quality investment grade short-term money
market instruments with a liquidity factor of three months or less. Cash is
invested overnight with high credit quality financial institutions. The
Company's notes payable expire in 2001. Based on the Company's overall interest
exposure, including all interest rate sensitive instruments, a near-term change
in interest rate movements would not have a material adverse affect the
consolidated results of operations or financial position of the Company.
13
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
EXHIBIT INDEX
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(a) EXHIBIT DESCRIPTION
-------------------
EXHIBIT NO.
- -----------
10.56 Security Agreement, dated June 30, 2000, filed between the Company and
the Connecticut Development Authority
10.57 Loan Agreement, dated June 30, 2000, filed between the Company and the
Connecticut Development Authority
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
-------------------
None
14
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 thereunto duly authorized.
FUELCELL ENERGY, INC.
/s/ Joseph G. Mahler
---------------------------------
Joseph G. Mahler
Senior Vice President, CFO
Treasurer/Corporate Secretary
Dated: September 13, 2000