FCEL Q2 2018 10-Q

Fuelcell Energy Inc (FCEL) SEC Quarterly Report (10-Q) for Q3 2018

FCEL Q2 2018 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

Commission file number: 1-14204

FUELCELL ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

06-0853042

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3 Great Pasture Road

Danbury, Connecticut

06810

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (203) 825-6000

Indicate by check mark whether the registrant (1) has filed all 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.  Yes   ☒     No   ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   ☒     No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐   (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes   ☐     No   ☒

Number of shares of common stock, par value $0.0001 per share, outstanding as of September 4, 2018:  93,342,799

FUELCELL ENERGY, INC.

FORM 10-Q

Table of Contents

Page

PART I - FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements (unaudited) .

Consolidated Balance Sheets as of July 31, 2018 and October 31, 2017.

3

Consolidated Statements of Operations and Comprehensive Loss for the three months ended July 31, 2018 and 2017.

4

Consolidated Statements of Operations and Comprehensive Loss for the nine months ended July 31, 2018 and 2017.

5

Consolidated Statements of Cash Flows for the nine months ended July 31, 2018 and 2017.

6

Notes to Consolidated Financial Statements.

7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations .

24

Item 3.

Quantitative and Qualitative Disclosures about Market Risk .

42

Item 4.

Controls and Procedures .

42

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings .

43

Item 1A.

Risk Factors .

43

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

58

Item 3.

Defaults Upon Senior Securities.

58

Item 4.

Mine Safety Disclosures.

58

Item 5.

Other Information.

58

Item 6.

Exhibits .

59

Signatures

60

2