FUELCELL ENERGY INC
For the period ended Jul 31, 2024. Filed Sep 5, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2024 · Filed Sep 5, 2024
FCEL$9.96+11.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-04-30; filed 2024-06-10.
0001558370-24-009026
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-07-31; filed 2024-09-05.
0001558370-24-012598
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 247 previous paragraphs and 256 current paragraphs.
120 unchanged; 108 reworded; 12 added; 7 removed; 12 previous and 16 current paragraphs rearranged.
Tables are not compared: 36 previous and 38 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Gain on extinguishment of finance obligations and debt, net
Current report
The gain on extinguishment of finance obligations and debt, net was $15.3 million for the three months ended July 31, 2023 and represents the gain on the payoff of certain finance obligations of the Company to PNC Energy Capital, LLC (“PNC”) (which occurred in May 2023), partially offset by the write-off of debt issuance costs. There was no gain on extinguishment of finance obligations and debt, net for the three months ended July 31, 2024.
Current report
Comparison of Nine Months Ended July 31, 2024 and 2023
Current report
Service agreements revenues and related costs for the nine months ended July 31, 2024 and 2023 were as follows:
Current report
Generation revenues and related costs for the nine months ended July 31, 2024 and 2023 were as follows:
Current report
Advanced Technologies contract revenues and related costs for the nine months ended July 31, 2024 and 2023 were as follows:
Current report
Gain on extinguishment of finance obligations and debt, net
Current report
The gain on extinguishment of finance obligations and debt, net was $15.3 million for the nine months ended July 31, 2023 and represents the gain on the payoff of certain finance obligations of the Company to PNC (as defined elsewhere herein) (which occurred in May 2023), partially offset by the write-off of debt issuance costs. There was no gain on extinguishment of finance obligations and debt, net for the nine months ended July 31, 2024.
Current report
Other (expense) income, net
Current report
During the nine months ended July 31, 2024, approximately 101.7 million shares of the Company’s common stock were sold under the Amended Sales Agreement at an average sale price of $0.72 per share, resulting in gross proceeds of approximately $73.6 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $71.7 million after deducting sales commissions totaling approximately $1.5 million and fees totaling approximately $0.4 million.
Current report
expected to be completed by the end of calendar year 2025. We are also increasing the carbonate manufacturing capabilities in our Torrington facility for expected growth in carbon capture and recovery.
Current report
During fiscal year 2023, the Company entered into a 2-year Biomethane gas contract for the Company’s Toyota Project, under which service began on May 1, 2023. Also, during fiscal year 2023, the Company entered into (a) a 6-year natural gas contract for the Company’s 14.0 MW Derby Project, under which service began on June 1, 2023, and (b) a 6-year natural gas contract for the Company’s 2.8 MW SCEF Derby Project, under which service began in November 2023. The costs of the contracts are expected to be offset by generation revenues.
Removed paragraphs (7)
Previous report
Pursuant to the LTSA, the Company will provide various performance guarantees for each Plant related to power generation, fuel consumption, water consumption and heat production. If a Plant fails to achieve such performance requirements, the Company may be required to compensate GGE for such underperformance.
Previous report
The Company’s service obligations under the LTSA will commence with respect to individual Plants as the Company replaces each Plant’s existing fuel cell modules and commissions the replacement fuel cell modules. The term of the LTSA with respect to each Plant will continue for seven years from the date of commissioning of the replacement fuel cell modules for such Plant. Commissioning of the first six 1.4-MW replacement fuel cell modules is expected to be completed in the fall of calendar year 2024, with an additional 30 1.4-MW replacement fuel cell modules expected to be commissioned throughout the course of calendar year 2025, and the remaining six 1.4-MW replacement fuel cell modules expected to be commissioned in the first half of calendar year 2026.
Previous report
Other income (expense), net
Previous report
Comparison of Six Months Ended April 30, 2024 and 2023
Previous report
Service agreements revenues and related costs for the six months ended April 30, 2024 and 2023 were as follows:
Previous report
Generation revenues and related costs for the six months ended April 30, 2024 and 2023 were as follows:
Previous report
Advanced Technologies contract revenues and related costs for the six months ended April 30, 2024 and 2023 were as follows:
Reworded paragraphs (108)
Previous wording
The forward-looking statements contained in this report are subject to risks and uncertainties, known and unknown, that could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking statements, including, without limitation, the risks described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and in the section below entitled “Item 1A. Risk Factors,” and the following risks and uncertainties: general risks associated with product development and manufacturing; general economic conditions; changes in interest rates, which may impact project financing; supply chain disruptions; changes in the utility regulatory environment; changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power plants configured for carbon capture or carbon separation; potential volatility of commodity prices that may adversely affect our projects; availability of government subsidies and economic incentives for alternative energy technologies; our ability to remain in compliance with U.S. federal and state and foreign government laws and regulations and the listing rules of The Nasdaq Stock Market; rapid technological change; competition; the risk that our bid awards will not convert to contracts or that our contracts will not convert to revenue; market acceptance of our products; changes in accounting policies or practices adopted voluntarily or as required by accounting principles generally accepted in the United States (“U.S. GAAP”); factors affecting our liquidity position and financial condition; government appropriations; the ability of the government and third parties to terminate their development contracts at any time; the ability of the government to exercise “march-in” rights with respect to certain of our patents; our ability to successfully market and sell our products internationally; our ability to develop new products to achieve our long-term revenue targets; our ability to implement our strategy; our ability to reduce our levelized cost of energy and deliver on our cost reduction strategy generally; our ability to protect our intellectual property; litigation and other proceedings; the risk that commercialization of our new products will not occur when anticipated or, if it does, that we will not have adequate capacity to satisfy demand; our need for and the availability of additional financing; our ability to generate positive cash flow from operations; our ability to service our long-term debt; our ability to increase the output and longevity of our platforms and to meet the performance requirements of our contracts; our ability to expand our customer base and maintain relationships with our largest customers and strategic business allies; and concerns with, threats of, or the consequences of, pandemics, contagious diseases or health epidemics, including the novel coronavirus (“COVID-19”), and resulting sup…
Excerpt shortened here; the source contains the full paragraph.
Current wording
The forward-looking statements contained in this report are subject to risks and uncertainties, known and unknown, that could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking statements, including, without limitation, the risks described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and in the section below entitled “Item 1A. Risk Factors,” and the following risks and uncertainties: general risks associated with product development and manufacturing; general economic conditions; changes in interest rates, which may impact project financing; supply chain disruptions; changes in the utility regulatory environment; changes in the utility industry and the markets for distributed generation, distributed hydrogen, and fuel cell power plants configured for carbon capture or carbon separation; potential volatility of commodity prices that may adversely affect our projects; availability of government subsidies and economic incentives for alternative energy technologies; our ability to remain in compliance with U.S. federal and state and foreign government laws and regulations; our ability to regain and maintain compliance with the listing rules of The Nasdaq Stock Market; our ability to implement a reverse stock split and the impacts of a reverse stock split, if implemented; rapid technological change; competition; the risk that our bid awards will not convert to contracts or that our contracts will not convert to revenue; market acceptance of our products; changes in accounting policies or practices adopted voluntarily or as required by accounting principles generally accepted in the United States (“GAAP”); factors affecting our liquidity position and financial condition; government appropriations; the ability of the government and third parties to terminate their development contracts at any time; the ability of the government to exercise “march-in” rights with respect to certain of our patents; our ability to successfully market and sell our products internationally; our ability to develop new products to achieve our long-term revenue targets; our ability to implement our strategy; our ability to reduce our levelized cost of energy and deliver on our cost reduction strategy generally; our ability to protect our intellectual property; litigation and other proceedings; the risk that commercialization of our new products will not occur when anticipated or, if it does, that we will not have adequate capacity to satisfy demand; our need for and the availability of additional financing; our ability to generate positive cash flow from operations; our ability to service our long-term debt; our ability to increase the output and longevity of our platforms and to meet the performance requirements of our contracts; our ability to expand our customer base and maintain relationships with our largest customers and strategic business allies; and concerns with, thr…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Amended Open Market Sale Agreement
Current wording
Sales Under Amended Open Market Sale Agreement
Previous wording
Subsequent to April 30, 2024, the Company sold approximately 38.6 million shares of its common stock under the Amended Sales Agreement (as defined below) at an average price of $0.84 per share, resulting in gross proceeds of approximately $32.3 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $31.7 million after deducting sales commissions and fees totaling approximately $0.6 million. As of the
Current wording
Subsequent to July 31, 2024, the Company sold approximately 2.2 million shares of its common stock under the Amended Sales Agreement (as defined below) at an average price of $0.51 per share, resulting in gross proceeds of approximately $1.1 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $1.1 million
Previous wording
date of this report, approximately $261.4 million of shares remained available for sale under the Amended Sales Agreement.
Current wording
after deducting sales commissions and fees totaling approximately $21.9 thousand. As of the date of this report, approximately $225.3 million of shares remained available for sale under the Amended Sales Agreement.
Previous wording
Management evaluates our results of operations and cash flows using a variety of key performance indicators, including revenues compared to prior periods and internal forecasts, costs of our products and results of our cost reduction initiatives, and operating cash use. These are discussed throughout the “Results of Operations” and “Liquidity and Capital Resources” sections. Results of Operations are presented in accordance with accounting principles generally accepted in the United States (“GAAP”).
Current wording
Management evaluates our results of operations and cash flows using a variety of key performance indicators, including revenues compared to prior periods and internal forecasts, costs of our products and results of our cost reduction initiatives, and operating cash use. These are discussed throughout the “Results of Operations” and “Liquidity and Capital Resources” sections. Results of Operations are presented in accordance with GAAP.
Previous wording
Total revenues for the three months ended April 30, 2024 of $22.4 million reflects a decrease of $15.9 million from $38.3 million for the same period in the prior year. Cost of revenues for the three months ended April 30, 2024 of $29.5 million reflects a decrease of $14.9 million from $44.4 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.
Current wording
Total revenues for the three months ended July 31, 2024 of $23.7 million reflects a decrease of $1.8 million from $25.5 million for the same period in the prior year. Cost of revenues for the three months ended July 31, 2024 of $29.9 million reflects a decrease of $3.8 million from $33.7 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.
Previous wording
There were no product revenues for the three months ended April 30, 2024 and April 30, 2023.
Current wording
Product revenues were $0.3 million during the three months ended July 31, 2024 and there were no product revenues in the comparable prior year period. The product revenues during the three months ended July 31, 2024 were recognized under the Company’s new sales contract with Ameresco, Inc., which was entered into during the second quarter of fiscal year 2024, pursuant to which the Company is to provide a 2.8 MW platform to the Sacramento Sewer District.
Previous wording
Cost of product revenues decreased $0.5 million for the three months ended April 30, 2024 to $2.9 million, compared to $3.5 million in the same period in the prior year. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, totaled approximately $2.8 million for the three months ended April 30, 2024, compared to approximately $3.3 million for the three months ended April 30, 2023.
Current wording
Cost of product revenues increased $1.3 million for the three months ended July 31, 2024 to $4.2 million, compared to $2.9 million in the same period in the prior year. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, totaled approximately $3.5 million for the three months ended July 31, 2024, compared to approximately $2.4 million for the three months ended July 31, 2023.
Previous wording
For the three months ended April 30, 2024, we operated at an annualized production rate of approximately 30.9 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 28.7 MW for the three months ended April 30, 2023.
Current wording
For the three months ended July 31, 2024, we operated at an annualized production rate of approximately 29.3 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 28.9 MW for the three months ended July 31, 2023.
Previous wording
Service agreements revenues for the three months ended April 30, 2024 decreased $24.8 million to $1.4 million from $26.2 million for the three months ended April 30, 2023. The decrease in service agreements revenues during the three months ended April 30, 2024 was primarily driven by the fact that there were no module exchanges during the quarter. During the three months ended April 30, 2023, there were eight new module exchanges at the plants owned by Korea Southern Power Company in Korea, which achieved commercial operations in fiscal year 2018.
Current wording
Service agreements revenues for the three months ended July 31, 2024 decreased $8.4 million to $1.4 million from $9.8 million for the three months ended July 31, 2023. The decrease in service agreements revenues during the three months ended July 31, 2024 was primarily driven by the fact that there were no module exchanges during the quarter. During the three months ended July 31, 2023, there were two new module exchanges at the plants owned by Korea Southern Power Company in Korea, which achieved commercial operations in fiscal year 2018, and a module exchange at the plant at Trinity College.
Previous wording
Cost of service agreements revenues decreased $18.8 million to $1.3 million for the three months ended April 30, 2024 from $20.1 million for the three months ended April 30, 2023. Cost of service agreements revenues includes maintenance and operating costs and costs of module exchanges. The decrease reflects lower costs as there were no module exchanges during the three months ended April 30, 2024, and eight module exchanges during the three months ended April 30, 2023.
Current wording
Cost of service agreements revenues decreased $8.4 million to $1.1 million for the three months ended July 31, 2024 from $9.6 million for the three months ended July 31, 2023. Cost of service agreements revenues includes maintenance and operating costs and costs of module exchanges. The decrease in costs is primarily due to the fact that there were no module exchanges during the three months ended July 31, 2024, compared to three module exchanges during the three months ended July 31, 2023.
Previous wording
Overall gross profit from service agreements revenues was $0.1 million for the three months ended April 30, 2024, which decreased from a gross profit of $6.1 million for the three months ended April 30, 2023. The overall gross margin was 7.5% for the three months ended April 30, 2024 compared to a gross margin of 23.2% in the comparable prior year period. Gross margin was lower during the three months ended April 30, 2024 primarily due to the lack of module exchanges during the quarter and the fact that the comparable prior year quarter included module exchanges that were performed pursuant to service agreements with higher margins.
Current wording
Overall gross profit from service agreements revenues was $0.3 million for the three months ended July 31, 2024, which remains unchanged from a gross profit of $0.3 million for the three months ended July 31, 2023. The overall gross margin was 18.8% for the three months ended July 31, 2024 compared to a gross margin of 2.7% in the comparable prior year period. Gross margin was higher during the three months ended July 31, 2024 primarily due to the fact that the comparable prior year quarter included a reserve established for obsolete inventory of approximately $0.8 million, while there was no comparable reserve established during the three months ended July 31, 2024.
Previous wording
Revenues from generation for the three months ended April 30, 2024 totaled $14.1 million, which represents an increase of $5.7 million from revenue recognized of $8.4 million for the three months ended April 30, 2023. The increase reflects revenue of $0.8 million generated by the Toyota Project, which became operational during the first quarter of fiscal year 2024, and revenue of $4.6 million generated by the 14.0 MW Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut (collectively, the “Derby Projects”), both of which became operational in December 2023. Generation revenues for the three months ended April 30, 2024 and 2023 reflect revenue from electricity generated under our power purchase agreements (“PPAs”), the sale of renewable energy credits, and additionally for the three months ended April 30, 2024, the sale of hydrogen from the Toyota Project.
Current wording
Revenues from generation for the three months ended July 31, 2024 totaled $13.4 million, which represents an increase of $2.4 million from the $11.0 million of revenue recognized for the three months ended July 31, 2023. The increase reflects revenue of $0.9 million generated by the Toyota Project, which became operational during the first quarter of fiscal year 2024, and revenue of $4.7 million generated by the 14.0 MW Derby Fuel Cell Project and the 2.8 MW SCEF Fuel Cell Project, both located in Derby, Connecticut (collectively, the “Derby Projects”), both of which became operational in December 2023, partially offset by lower revenue from other plants due to lower output resulting from routine maintenance activities. Generation revenues for the three months ended July 31, 2024 and 2023 reflect revenue from electricity generated under our power purchase agreements (“PPAs”), the sale of renewable energy credits, and additionally for the three months ended July 31, 2024, the sale of hydrogen from the Toyota Project.
Previous wording
natural gas purchase contracts. There was no comparable loss in the prior year as the Company changed its designation from normal purchase normal sale in the fourth quarter of fiscal year 2023 for one contract, and in the second quarter of fiscal year 2024 for other contracts, as a result of net settling certain natural gas purchases under previous normal purchase normal sale contract designations, which resulted in a change to mark-to-market accounting. Cost of generation revenues included depreciation and amortization of approximately $14.0 million and $9.5 million for the six months ended April 30, 2024 and 2023, respectively. Cost of generation revenues for the six months ended April 30, 2023 also includes an impairment charge of $2.4 million relating to a project asset for which a PPA was ultimately not awarded.
Current wording
mark-to-market net loss of $0.9 million related to natural gas purchase contracts. There was no comparable loss in the comparable quarter of the prior year as the Company changed its designation from normal purchase normal sale in the fourth quarter of fiscal year 2023 for one contract, and in the second quarter of fiscal year 2024 for other contracts, as a result of net settling certain natural gas purchases under previous normal purchase normal sale contract designations, which resulted in a change to mark-to-market accounting. Cost of generation revenues included depreciation and amortization of approximately $7.3 million and $5.4 million for the three months ended July 31, 2024 and 2023, respectively. Cost of generation revenues for the three months ended July 31, 2024 also includes an impairment charge of $1.1 million relating to project assets under construction relating to the PPAs for Trinity College and for UConn (as defined elsewhere herein). The units to be installed at Trinity College and UConn are first article units of our solid oxide fuel cell (“SOFC”) product. In reviewing our project cost estimates for these PPAs during the third quarter of fiscal year 2024, it was determined that the expected project costs for these contracts would exceed the expected cash flows and therefore an impairment charge was required. The impairment charge of $1.1 million represents the unrecoverable costs incurred through July 31, 2024 for the Trinity College and UConn projects.
Previous wording
We currently have four projects with fuel sourcing risk, which are the Toyota Project, which requires procurement of renewable natural gas (“RNG”), and our 14.0 MW and 2.8 MW Derby Projects, and our 7.4 MW project in Yaphank Long Island (the “Yaphank Project”), which require natural gas for which there is no pass-through mechanism. A two-year (through May of 2025) fuel supply contract has been executed for the Toyota Project. Six-year (through October 2029) fuel supply contracts have been executed for the 14.0 MW and 2.8 MW Derby Projects. We are currently in the midst of a seven-year contract (through September 2028) for our 7.4 MW Yaphank Project. The Company will look to extend the duration of these contracts should market and credit conditions allow. If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges to the Derby Project assets or the Yaphank Project asset and further charges for the Toyota Project asset.
Current wording
We currently have four projects with fuel sourcing risk, which are the Toyota Project, which requires procurement of renewable natural gas (“RNG”), and our 14.0 MW and 2.8 MW Derby Projects, and our 7.4 MW project in Yaphank Long Island (the “Yaphank Project”), which require natural gas for which there is no pass-through mechanism. A two-year (through May of 2025) fuel supply contract has been executed for the Toyota Project. Six-year (through October 2029) fuel supply contracts have been executed for the 14.0 MW and 2.8 MW Derby Projects. We are currently in the midst of a seven-year contract (through September 2028) for our 7.4 MW Yaphank Project. The Company will look to extend the duration of these contracts should market and credit conditions allow. If the Company is unable to secure fuel on favorable economic terms, it may result in impairment charges to the Derby Project assets or the Yaphank Project asset and further impairment charges for the Toyota Project asset.
Previous wording
Advanced Technologies contract revenues increased to $6.9 million for the three months ended April 30, 2024 from $3.7 million for the three months ended April 30, 2023. Compared to the three months ended April 30, 2023, Advanced Technologies contract revenues recognized under our Joint Development Agreement with ExxonMobil Technology and Engineering Company (formerly known as ExxonMobil Research and Engineering Company) (“EMTEC”) were approximately $0.1 million lower during the three months ended April 30, 2024 and revenue recognized under government contracts and other contracts were approximately $3.3 million higher for the three months ended April 30, 2024. Advanced Technologies contract revenues for the second quarter of fiscal year 2024 also include revenues arising from the purchase order previously received from Esso Nederland B.V. (“Esso”), an affiliate of EMTEC and Exxon Mobil Corporation, during the first quarter of fiscal year 2024.
Current wording
Advanced Technologies contract revenues increased to $8.6 million from $4.7 million. Advanced Technologies contract revenues recognized under our Joint Development Agreement with ExxonMobil Technology and Engineering Company (“EMTEC”) were approximately $1.8 million, revenues arising from the purchase order received from Esso Nederland B.V. (“Esso”), an affiliate of EMTEC and Exxon Mobil Corporation, related to the Rotterdam project were approximately $3.5 million and revenue recognized under government contracts and other contracts were approximately $3.3 million for the three months ended July 31, 2024. This compares to Advanced Technologies contract revenues recognized under our Joint Development Agreement with EMTEC of approximately $2.8 million and revenue recognized under government contracts and other contracts of approximately $1.9 million for the three months ended July 31, 2023.
Previous wording
Cost of Advanced Technologies contract revenues were $3.9 million for the three months ended April 30, 2024, compared to $3.8 million for the same period in the prior year.
Current wording
Cost of Advanced Technologies contract revenues increased to $5.8 million for the three months ended July 31, 2024, compared to $3.8 million for the same period in the prior year as a result of the higher activity discussed above.
Previous wording
Advanced Technologies contracts for the three months ended April 30, 2024 generated a gross profit of $3.1 million, compared to a gross loss of $0.04 million for the same period in the prior year. The increase was due primarily to the higher revenues and lower costs recognized under government and other contracts during the three months ended April 30, 2024 compared to the three months ended April 30, 2023.
Current wording
Advanced Technologies contracts for the three months ended July 31, 2024 generated a gross profit of $2.8 million, compared to a gross profit of $0.9 million for the same period in the prior year. The increase was due primarily to the higher revenues and lower costs recognized under government and other contracts during the three months ended July 31, 2024 compared to the three months ended July 31, 2023.
Previous wording
Administrative and selling expenses were $17.7 million and $15.1 million for the three months ended April 30, 2024 and 2023, respectively. Administrative and selling expenses were higher during the three months ended April 30, 2024 than during the three months ended April 30, 2023 primarily due to an increase in compensation expense resulting from an increase in headcount in support of sales, marketing and business expansion.
Current wording
Administrative and selling expenses were $14.6 million and $17.6 million for the three months ended July 31, 2024 and 2023, respectively. Administrative and selling expenses were lower during the three months ended July 31, 2024 than during the three months ended July 31, 2023 primarily due to lower legal, consulting and shareholder relations expenses and lower compensation expense.
Previous wording
Research and development expenses increased to $31.0 million for the six months ended April 30, 2024 compared to $27.4 million for the six months ended April 30, 2023. The increase is primarily due to an increase in spending, including spending for labor (including increased headcount) and materials, on the Company’s ongoing commercial development efforts related to our solid oxide power generation and electrolysis platforms and carbon separation and carbon recovery solutions compared to the comparable prior year period.
Current wording
Research and development expenses decreased to $12.8 million for the three months ended July 31, 2024 compared to $15.6 million for the three months ended July 31, 2023. The decrease is primarily due to a decrease in spending on the Company’s ongoing commercial development efforts related to our solid oxide power generation and electrolysis platforms and carbon separation and carbon recovery solutions compared to the comparable prior year period, as well as a shift in engineering resource allocation toward supporting the increase in funded Advanced Technologies activities described above.
Previous wording
Loss from operations for the three months ended April 30, 2024 was $41.4 million compared to $35.9 million for the three months ended April 30, 2023. This increase was driven primarily by a $4.5 million increase in operating expenses and an unrealized $2.3 million mark-to-market net loss related to natural gas purchase contracts.
Current wording
Loss from operations for the three months ended July 31, 2024 was $33.6 million compared to $41.4 million for the three months ended July 31, 2023. This decrease was driven primarily by a $5.8 million decrease in operating expenses and a $2.0 million decrease in gross loss.
Previous wording
Interest expense for the three months ended April 30, 2024 and 2023 was $2.3 million and $1.5 million, respectively. Interest expense for the three months ended April 30, 2024 includes interest on the OpCo Financing Facility (as defined elsewhere herein), which was entered into in May 2023, interest on the Groton Senior Back Leverage Loan Facility and the Groton Subordinated Back Leverage Loan Facility (in each case as defined elsewhere herein), which were entered into in August 2023, and interest on the Crestmark sale-leaseback transactions. Interest expense for the three months ended April 30, 2023 includes interest associated with finance obligations for failed sale-leaseback transactions and interest on the loans associated with the Bridgeport Fuel Cell Project, which were terminated in May 2023.
Current wording
Interest expense for the three months ended July 31, 2024 and 2023 was $2.6 million and $1.9 million, respectively. Interest expense for the three months ended July 31, 2024 includes interest on: the Derby Senior Back Leverage Loan Facility and the Derby Subordinated Back Leverage Loan Facility (in each case as defined elsewhere herein), which were entered into in April 2024; the OpCo Financing Facility (as defined elsewhere herein), which was entered into in May 2023; the Groton Senior Back Leverage Loan Facility and the Groton Subordinated Back Leverage Loan Facility (in each case as defined elsewhere herein), which were entered into in August 2023; and the Crestmark sale-leaseback transactions. Interest expense for the three months ended July 31, 2023 includes interest associated with finance obligations for failed sale-leaseback transactions and interest on the loans associated with the Bridgeport Fuel Cell Project, which were terminated in May 2023.
Previous wording
Interest income was $3.4 million and $3.7 million for the three months ended April 30, 2024 and 2023, respectively. Interest income for the three months ended April 30, 2024 represents interest earned on money market investments and investments in U.S. Treasury Securities.
Current wording
Interest income was $3.3 million and $4.0 million for the three months ended July 31, 2024 and 2023, respectively. The decrease in interest income during the three months ended July 31, 2024 was primarily driven by lower investible cash balances compared to the three months ended July 31, 2023. Interest income for the three months ended July 31, 2024 and 2023 represents interest earned on money market investments and investments in U.S. Treasury Securities.
Previous wording
Other income (expense), net was $2.6 million and $(0.2) million for the three months ended April 30, 2024 and 2023, respectively. Income for the three months ended April 30, 2024 relates primarily to a gain of $2.7 million on the OpCo Financing Facility interest rate swap derivative. Expense for the three months ended April 30, 2023 relates primarily to foreign currency exchange losses.
Current wording
Other (expense) income, net was ($2.2) million and $0.4 million for the three months ended July 31, 2024 and 2023, respectively. Other expense, net for the three months ended July 31, 2024 relates primarily to an unrealized loss of $2.4 million on the OpCo Financing Facility interest rate swap derivative. Other income, net for the three months ended July 31, 2023 relates primarily to foreign currency exchange gains.
Previous wording
We have not paid federal or state income taxes in several years due to our history of net operating losses, although we have paid foreign income and withholding taxes in Korea. Provision for income tax recorded for each of the three months ended April 30, 2024 and 2023 was $0.0.
Current wording
We have not paid federal or state income taxes in several years due to our history of net operating losses, although we have paid foreign income and withholding taxes in Korea. Provision for income tax recorded for each of the three months ended July 31, 2024 and 2023 was $0.0 million.
Previous wording
For the three months ended April 30, 2024 and 2023, net income (loss) attributable to noncontrolling interest totaled $0.3 million and $(0.04) million, respectively, for the Groton Project tax equity financing transaction with East West Bank.
Current wording
For the three months ended July 31, 2024 and 2023, net (loss) income attributable to noncontrolling interest totaled $(0.2) million and $0.1 million, respectively, for the Groton Project tax equity financing transaction with East West Bank.
Previous wording
For the three months ended April 30, 2024 and 2023, net income attributable to noncontrolling interest totaled $0.2 million and $0.4 million, respectively, for the LIPA Yaphank Project tax equity financing transaction with REI.
Current wording
For the three months ended July 31, 2024 and 2023, net (loss) income attributable to noncontrolling interest totaled $(0.4) million and $0.6 million, respectively, for the LIPA Yaphank Project tax equity financing transaction with REI.
Previous wording
For the three months ended April 30, 2024, net loss attributable to noncontrolling interest totaled $6.1 million for the Derby Projects tax equity financing transaction with Franklin Park. The loss was a result of accelerated depreciation allocated to the noncontrolling interest under the HLBV method. There was no comparable net loss for the three months ended April 30, 2023, as the Derby Projects began operations in the first quarter of fiscal year 2024.
Current wording
For the three months ended July 31, 2024, net loss attributable to noncontrolling interest totaled $(1.8) million for the Derby Projects tax equity financing transaction with Franklin Park. The loss was primarily a result of accelerated depreciation allocated to the noncontrolling interest under the HLBV method. There was no comparable net loss for the three months ended July 31, 2023, as the Derby Projects began operations in the first quarter of fiscal year 2024.
Previous wording
Net loss attributable to common stockholders represents the net loss for the period less the preferred stock dividends on the Series B Preferred Stock. For the three month periods ended April 30, 2024 and 2023, net loss attributable to common stockholders was $32.9 million and $35.1 million, respectively, and net loss per common share was $0.07 and $0.09, respectively. The decrease is primarily due to the increased net loss attributable to noncontrolling interests. The net loss per common share for the three months ended April 30, 2024 also benefited from the higher number of weighted average shares outstanding due to share issuances since April 30, 2023.
Current wording
Net loss attributable to common stockholders represents the net loss for the period less the preferred stock dividends on the Series B Preferred Stock. For the three month periods ended July 31, 2024 and 2023, net loss attributable to common stockholders was $33.5 million and $25.1 million, respectively, and net loss per common share was $0.07 and $0.06, respectively. The increase is primarily due to the lack of gain on extinguishment of finance obligations and debt, net during the three months ended July 31, 2024 (compared to the gain that benefitted the comparable prior year period), partially offset by a decrease in loss from operations and the increased net loss attributable to noncontrolling interests for the three months ended July 31, 2024 compared to the three months ended July 31, 2023. The net loss per common share for the three months ended July 31, 2024 benefited from the higher number of weighted average shares outstanding due to share issuances since July 31, 2023.
Previous wording
Our revenues and cost of revenues for the six months ended April 30, 2024 and 2023 were as follows:
Current wording
Our revenues and cost of revenues for the nine months ended July 31, 2024 and 2023 were as follows:
Previous wording
Total revenues for the six months ended April 30, 2024 of $39.1 million reflects a decrease of $36.3 million from $75.4 million for the same period in the prior year. Cost of revenues for the six months ended April 30, 2024 of $57.9 million reflects a decrease of $18.4 million from $76.3 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.
Current wording
Total revenues for the nine months ended July 31, 2024 of $62.8 million reflects a decrease of $38.1 million from $100.9 million for the same period in the prior year. Cost of revenues for the nine months ended July 31, 2024 of $87.8 million reflects a decrease of $22.2 million from $110.0 million for the same period in the prior year. A discussion of the changes in product revenues, service agreements revenues, generation revenues and Advanced Technologies contract revenues follows.
Previous wording
Our product revenues and related costs for the six months ended April 30, 2024 and 2023 were as follows:
Current wording
Our product revenues and related costs for the nine months ended July 31, 2024 and 2023 were as follows:
Previous wording
There were no product revenues for the six months ended April 30, 2024 compared to $9.1 million for the six months ended April 30, 2023. Our December 2021 Settlement Agreement with POSCO Energy Co., Ltd. and its subsidiary, Korea Fuel Cell Co., Ltd. (“KFC”), included an option to purchase an additional 14 modules (in addition to the 20 modules that were purchased by KFC during fiscal year 2022). This option included a material right related to an extended warranty obligation for the modules. The option was not exercised by KFC as of the expiration date of December 31, 2022 and, as a result, the Company recognized $9.1 million of product revenues for the six months ended April 30, 2023, which represents the consideration allocated to the material right if the option had been exercised.
Current wording
Product revenues for the nine months ended July 31, 2024 was $0.3 million compared to $9.1 million for the nine months ended July 31, 2023. Our December 2021 Settlement Agreement with POSCO Energy Co., Ltd. and its subsidiary, Korea Fuel Cell Co., Ltd. (“KFC”), included an option to purchase an additional 14 modules (in addition to the 20 modules that were purchased by KFC during fiscal year 2022). This option included a material right related to an extended warranty obligation for the modules. The option was not exercised by KFC as of the expiration date of December 31, 2022 and, as a result, the Company recognized $9.1 million of product revenues for the nine months ended July 31, 2023, which represents the consideration allocated to the material right if the option had been exercised.
Previous wording
Cost of product revenues increased $0.8 million for the six months ended April 30, 2024 to $5.3 million, compared to $4.5 million in the same period in the prior year. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, increased to approximately $5.0 million for the six months ended April 30, 2024, compared to approximately $4.4 million for the six months ended April 30, 2023.
Current wording
Cost of product revenues increased $2.1 million for the nine months ended July 31, 2024 to $9.5 million, compared to $7.4 million in the same period in the prior year. Manufacturing variances, primarily related to production volumes and unabsorbed overhead costs, increased to approximately $8.6 million for the nine months ended July 31, 2024, compared to approximately $6.8 million for the nine months ended July 31, 2023.
Previous wording
For the six months ended April 30, 2024, we operated at an annualized production rate of approximately 31.8 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 33.4 MW for the six months ended April 30, 2023.
Current wording
For the nine months ended July 31, 2024, we operated at an annualized production rate of approximately 31.1 MW in our Torrington, CT manufacturing facility, compared to an annualized production rate of 31.9 MW for the nine months ended July 31, 2023.
Previous wording
Service agreements revenues for the six months ended April 30, 2024 decreased $37.1 million to $3.0 million from $40.1 million for the six months ended April 30, 2023. The decrease in service agreements revenues during the six months ended April 30, 2024 was primarily driven by the fact that there were no module exchanges during the period. During the six months ended April 30, 2023, there were two new module exchanges at the plant in Woodbridge, CT, which originally achieved commercial operations in fiscal year 2017, and ten new module exchanges at the plants owned by Korea Southern Power Company in Korea, which achieved commercial operations in fiscal year 2018.
Current wording
Service agreements revenues for the nine months ended July 31, 2024 decreased $45.5 million to $4.4 million from $49.9 million for the nine months ended July 31, 2023. The decrease in service agreements revenues during the nine months ended July 31, 2024 was primarily driven by the fact that there were no module exchanges during the period. During the nine months ended July 31, 2023, there were one new module exchange at the plant at Trinity College, two new module exchanges at the plant in Woodbridge, CT, which originally achieved commercial operations in fiscal year 2017, and 12 new module exchanges at the plants owned by Korea Southern Power Company in Korea, which achieved commercial operations in fiscal year 2018.
Previous wording
Cost of service agreements revenues decreased $27.9 million to $3.2 million for the six months ended April 30, 2024 from $31.1 million for the six months ended April 30, 2023. Cost of service agreements revenues includes maintenance and operating costs and costs of module exchanges. The decrease reflects lower costs as there were no module exchanges during the six months ended April 30, 2024.
Current wording
Cost of service agreements revenues decreased $36.3 million to $4.3 million for the nine months ended July 31, 2024 from $40.6 million for the nine months ended July 31, 2023. Cost of service agreements revenues includes maintenance and operating costs and costs of module exchanges. The decrease in costs is primarily due to the fact that there were no module exchanges during the nine months ended July 31, 2024, compared to fifteen module exchanges during the nine months ended July 31, 2023.
Previous wording
Overall gross loss from service agreements revenues was $0.2 million for the six months ended April 30, 2024, which decreased from a gross profit of $9.0 million for the six months ended April 30, 2023. The overall gross margin was (5.7)% for the six months ended April 30, 2024 compared to a gross margin of 22.5% in the comparable prior year period. Gross margin was lower during the six months ended April 30, 2024 primarily due to the lack of module exchanges during the six months ended April 30, 2024 and the fact that the comparable prior year period included module exchanges that were performed pursuant to service agreements with higher margins.
Current wording
Overall gross profit from service agreements revenues was $0.1 million for the nine months ended July 31, 2024, which reflects a decrease from a gross profit of $9.3 million for the nine months ended July 31, 2023. The overall gross margin was 2.2% for the nine months ended July 31, 2024 compared to a gross margin of 18.6% in the comparable prior year period. Gross margin was lower during the nine months ended July 31, 2024 primarily due to the lack of module exchanges during the nine months ended July 31, 2024 and the fact that the comparable prior year period included module exchanges that were performed pursuant to service agreements with higher margins.
Previous wording
Revenues from generation for the six months ended April 30, 2024 totaled $24.6 million, which represents an increase of $6.6 million from revenue recognized of $18.0 million for the six months ended April 30, 2023. The increase reflects revenue of $1.3 million generated by the Toyota Project, which became operational during the first quarter of fiscal year 2024, and revenue of $6.7 million generated by the Derby Projects, both of which became operational in December 2023, partially offset by lower revenue from other plants due to lower output resulting from routine maintenance activities. Generation revenues for the six months ended April 30, 2024 and 2023 reflect revenue from electricity generated under our PPAs, the sale of renewable energy credits, and additionally for the six months ended April 30, 2024, the sale of hydrogen from the Toyota Project.
Current wording
Revenues from generation for the nine months ended July 31, 2024 totaled $38.0 million, which represents an increase of $9.0 million from revenue recognized of $29.0 million for the nine months ended July 31, 2023. The increase reflects revenue of $2.2 million generated by the Toyota Project, which became operational during the first quarter of fiscal year 2024, and revenue of $11.4 million generated by the Derby Projects, both of which became operational in December 2023, partially offset by lower revenue from other plants due to lower output resulting from routine maintenance activities. Generation revenues for the nine months ended July 31, 2024 and 2023 reflect revenue from electricity generated under our PPAs, the sale of renewable energy credits, and additionally for the nine months ended July 31, 2024, the sale of hydrogen from the Toyota Project.
Previous wording
Cost of generation revenues totaled $42.3 million in the six months ended April 30, 2024, compared to $33.7 million in the six months ended April 30, 2023. The overall increase in cost of generation revenues is related to the increased size of the installed fleet with the Toyota Project and Derby Projects achieving commercial operations in the first quarter of fiscal year 2024, as well as maintenance activities performed at the Tulare BioMAT and Groton projects during the first quarter of 2024. Both six month periods include expensed construction and gas costs related to the Toyota Project, which were $6.1 million in the six months ended April 30, 2024, compared to $11.6 million in the six months ended April 30, 2023. During the six months ended April 30, 2024, the Company incurred a mark-to-market net loss of $4.2 million related to
Current wording
Cost of generation revenues totaled $61.1 million in the nine months ended July 31, 2024, compared to $51.2 million in the nine months ended July 31, 2023. The overall increase in cost of generation revenues is primarily related to the increased size of the installed fleet with the Toyota Project and Derby Projects achieving commercial operations in the first quarter of fiscal year 2024, as well as maintenance activities performed at the Tulare BioMAT and Groton projects during the first quarter of fiscal year 2024. Both nine month periods include expensed construction and gas costs related to the Toyota Project, which were $6.3 million in the nine months ended July 31, 2024, compared to $17.8 million in the
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Current report — wording carried from elsewhere
Cost of generation revenues totaled $18.8 million in the three months ended July 31, 2024, compared to $17.5 million in the three months ended July 31, 2023. The overall increase in cost of generation revenues is primarily related to the increased size of the installed fleet with the Toyota Project and Derby Projects achieving commercial operations in the first quarter of fiscal year 2024. Both periods include expensed construction costs related to the Toyota Project, which were $0.2 million in the three months ended July 31, 2024, compared to $6.2 million in the three months ended July 31, 2023 (which also included expensed gas costs). During the three months ended July 31, 2024, the Company incurred a
Current report — wording carried from elsewhere
during the nine months ended July 31, 2023 primarily due to an increase in compensation expense resulting from an increase in headcount in support of sales, marketing and business expansion, partially offset by lower legal, consulting and shareholder relations expenses.
Current report — wording carried from elsewhere
July 31, 2024 and 2023 was $2.0 thousand and $0.6 million, respectively. The provision for income tax recorded for the nine months ended July 31, 2023 reflects the realization of withholding taxes on customer deposits.
Current report — wording carried from elsewhere
as amended by the Amendment, the “Amended Sales Agreement”), with respect to an at the market offering program under which the Company may, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million(exclusive of any amounts previously sold under the 2022 Sales Agreement prior to its amendment).
Current report — wording carried from elsewhere
During the three months ended July 31, 2024, approximately 95.2 million shares of the Company’s common stock were sold under the Amended Sales Agreement at an average sale price of $0.71 per share, resulting in gross proceeds of approximately $67.3 million before deducting sales commissions and fees, and net proceeds to the Company of approximately $65.9 million after deducting sales commissions totaling approximately $1.3 million and fees totaling approximately $0.1 million.
Current report — wording carried from elsewhere
To date, we have not achieved profitable operations or sustained positive cash flow from operations. The Company’s future liquidity, for the remainder of fiscal year 2024 and in the long-term, will depend on its ability to (i) timely complete current projects in process within budget, (ii) increase cash flows from its generation operating portfolio, including by meeting conditions required to timely commence operation of new projects, operating its generation operating portfolio in compliance with minimum performance guarantees and operating its generation operating portfolio in accordance with revenue expectations, (iii) obtain financing for project construction and manufacturing expansion, (iv) obtain permanent
Current report — wording carried from elsewhere
financing, long-term debt, tax equity and sale-leasebacks for our project asset portfolio, but there can be no assurance that such financing can be attained, or that, if attained, it will be retained and sufficient.
Current report — wording carried from elsewhere
No. 5 to the Joint Development Agreement between the Company and EMTEC entered into in April 2024, partially offset by revenue recognition under generation, service and Advanced Technologies agreements since July 31, 2023.
Current report — wording carried from elsewhere
facility could also be undertaken to provide solid oxide module assembly to further enhance overall SOEC manufacturing capacity. The Company has hired and trained additional staff for a 3-shift production operation to support the initial planned expansion to 40 MW and would need to add additional staff as required in the future to realize the potential 80 MW of annualized SOEC production.
Current report — wording carried from elsewhere
Lenders. Additionally, the Company incurred legal fees of approximately $0.2 million in relation to the financing that was not deducted from the debt proceeds.
Current report — wording carried from elsewhere
arranger; and each of Liberty Bank, Amalgamated Bank and Connecticut Green Bank as lenders (collectively with Investec Lender and BMO Lender, the “Lenders”) for a term loan facility in an amount not to exceed $80.5 million (the “Term Loan Facility” and such term loan, the “Term Loan”) and a letter of credit facility in an amount not to exceed $6.5 million (the “LC Facility” and together with the Term Loan Facility, the “OpCo Financing Facility”).
Current report — wording carried from elsewhere
Bank. Taking into consideration the release of such funds, the total net proceeds to the Company from these transactions were approximately $46.1 million.
Current report — wording carried from elsewhere
The Financing Agreement contains certain reporting requirements and other affirmative and negative covenants which are customary for transactions of this type. Included in the covenants are covenants that: (i) the Yaphank Project Company
Current report — wording carried from elsewhere
On August 18, 2023, FuelCell Energy Finance Holdco, LLC (“Groton Holdco Borrower”), a wholly owned subsidiary of FCEF, which, in turn, is a wholly owned subsidiary of Parent, entered into: (i) a Credit Agreement (the “Groton Senior Back Leverage Credit Agreement”) with, by and among Liberty Bank, in its capacities as a lender (“Liberty Lender”),
Current report — wording carried from elsewhere
The portion of the Groton Senior Back Leverage Loan provided by Liberty Lender will accrue interest on the unpaid principal amount calculated from the date of such Groton Senior Back Leverage Loan until the maturity date at a rate per annum equal to 6.75%. The portion of the Groton Senior Back Leverage Loan provided by Amalgamated Lender will accrue interest on the unpaid principal amount calculated from the date of such Groton Senior Back Leverage Loan until the maturity date thereof at 6.07% during all times at which a “Carbon Offset Event” is not continuing and 7.32% at all times at which a “Carbon Offset Event” has occurred and is continuing. A “Carbon Offset Event” is deemed to occur if Groton Holdco Borrower, Parent or any direct or indirect subsidiary thereof does not purchase carbon offsets from an Acceptable Carbon Offset Provider (as defined below) each fiscal year in an amount equal to the lesser of (i) the Annual
Current report — wording carried from elsewhere
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Estimates are used in accounting for, among other things, revenue recognition, lease
Rearranged previous paragraphs (12)
Previous report — wording carried elsewhere
On May 28, 2024, the Company and Gyeonggi Green Energy Co., Ltd. (“GGE”) entered into a long-term service agreement (the “LTSA”) with respect to GGE’s 58.8 megawatt (“MW”) fuel cell power platform in Hwaseong-si, Korea (the “GGE Platform”). The GGE Platform is comprised of 21 SureSource 3000 molten carbonate fuel cells (each a “Plant”). Each Plant is comprised of two 1.4-MW carbonate fuel cell modules. Pursuant to the LTSA, GGE and the Company have agreed that (i) GGE will purchase from the Company 42 1.4-MW carbonate fuel cell modules to replace existing fuel cell modules at the GGE Platform, (ii) the Company will provide certain balance of plant replacement components if and to the extent the parties reasonably determine existing components should be replaced, and (iii) the Company will provide long term operations and maintenance services for the GGE Platform. The total amount payable by GGE under the LTSA for the 42 replacement fuel cell modules, balance of plant replacement components, and service is $159.6 million USD, with payments to be made over time as such replacement fuel cell modules are commissioned and the service obligations under the LTSA for such Plants commence.
Previous report — wording carried elsewhere
acquisitions or other business transactions for the purpose(s) of geographic or manufacturing expansion and/or new product or technology development and commercialization, including hydrogen production through our carbonate and solid oxide platforms and storage and carbon capture, sequestration and utilization technologies.
Previous report — wording carried elsewhere
manufacturing and research and development facility in Calgary, Alberta, Canada, and this project will be fully assembled and integrated at our facilities in Connecticut.
Previous report — wording carried elsewhere
CO 2 to verify quantity, quality or purity requirements. In addition, the Company recently began manufacturing carbonate modules optimized for direct flue gas carbon capture at the Torrington facility.
Previous report — wording carried elsewhere
Derby Holdco Borrower’s obligations under the Derby Senior Back Leverage Credit Agreement and the Derby Subordinated Back Leverage Credit Agreement are secured by a lien on all of Derby Holdco Borrower’s assets, consisting principally of its Class B Member Interests (the “Derby Class B Interests”) in Derby Fuel Cell Holdco, LLC (the “Derby Tax Equity Holdco”). The Class A Membership Interests (the “Derby Class A Interests”) in the Derby Tax Equity Holdco
Previous report — wording carried elsewhere
Leverage Lenders to cause, the outstanding loans to become immediately due and payable. In addition to customary events of default for transactions of this kind, the events of default include if a Change of Control occurs (meaning Parent no longer directly or indirectly owns Derby Holdco Borrower), a cross default (meaning that a default under the Derby Senior Back Leverage Loan Facility shall be deemed a default under the Derby Subordinated Back Leverage Loan Facility and vice versa) or if CLPC should become insolvent, is in bankruptcy or commits a specified number of payment defaults with regard to its payment obligations to the Derby Project Companies.
Previous report — wording carried elsewhere
Bank, Fifth Third Bank and Connecticut Green Bank related to the Bridgeport Fuel Cell Project. Further, in connection with the closing on the OpCo Financing Facility and the termination of the senior and subordinated credit agreements with Liberty Bank, Fifth Third Bank and Connecticut Green Bank related to the Bridgeport Fuel Cell Project, Fifth Third Bank and the Bridgeport Project Company agreed that the obligations arising out of the swap transactions contemplated by their related interest rate swap agreement were terminated and waived and the swap agreement was effectively terminated. In addition, in connection with closing on the OpCo Financing Facility, proceeds of the Term Loan were used to repay a portion of Parent’s long-term indebtedness to Connecticut Green Bank in the amount of approximately $1.8 million.
Previous report — wording carried elsewhere
Pursuant to the Financing Agreement, within 30 days of the financial close of the Financing Agreement, OpCo Borrower was required to enter into one or more hedge transactions, with a Lender or an affiliate thereof pursuant to one or more interest rate agreements, to hedge OpCo Borrower’s interest rate exposure relating to the Term Loan from floating to fixed.
Previous report — wording carried elsewhere
Simultaneously with the execution of the Financing Agreement, OpCo Borrower, Investec Bank plc as Collateral Agent and Administrative Agent and Liberty Bank as Depositary Agent entered into a Depositary Agreement (the “Depositary
Previous report — wording carried elsewhere
The portion of the Groton Senior Back Leverage Loan provided by Liberty Lender will accrue interest on the unpaid principal amount calculated from the date of such Groton Senior Back Leverage Loan until the maturity date at a rate per annum equal to 6.75%. The portion of the Groton Senior Back Leverage Loan provided by Amalgamated Lender will
Previous report — wording carried elsewhere
addition to customary events of default for transactions of this kind, the events of default include if a Change of Control occurs (meaning Parent no longer directly or indirectly owns Groton Holdco Borrower), a cross default (meaning that a default under the Groton Senior Back Leverage Loan Facility shall be deemed a default under the Groton Subordinated Back Leverage Loan Facility and vice versa) or if CMEEC should become insolvent, is in bankruptcy or commits a specified number of payment defaults with regard to its payment obligations to the Groton Project Company.
Previous report — wording carried elsewhere
balance of the loan. Upon application of such credit, the Commissioner will recalculate the monthly payments of principal and interest such that such monthly payments shall amortize the then remaining principal balance over the remaining term of loan.