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In conjunction with the closing of the Facility, on October 31, 2019, the Company drew down $14,500,000 (the “Initial Funding”) to fully repay debt outstanding with NRG Energy, Inc. (“NRG”) and Generate Lending, LLC (“Generate”) and to fund dividends to be paid to the holders of the Company’s 5% Series B Cumulative Convertible Perpetual Preferred Stock (“Series B Preferred Stock”) on or before November 15, 2019
As of the Initial Funding, the following projects whose assets are not pledged as collateral for the Facility are included in Excluded Assets: (a) the Bridgeport Project; (b) the Pfizer Project; (c) the Riverside Regional Water Quality Control Project; (d) the Santa Rita Jail Project; (e) the Triangle Street Project; (f) the UC Irvine Medical Center Project; (g) the CCSU Project and (h) the Groton Project.
Subject to the satisfaction of certain conditions precedent, a second draw (the “Second Funding”) of $65,500,000 will be made on or about November 22, 2019 to fully repay outstanding third party debt of the Company with respect to certain other Company projects, including to repay the outstanding construction loan to Fifth Third Bank on the Groton Project and the outstanding loan to Webster Bank on the CCSU Project as well as to fund remaining going forward construction costs and anticipated capital expenditures relating to the Groton Project (a 7.4 MW project), the LIPA Yaphank Solid Waste Management Project (a 7.4 MW project), the Tulare BioMAT project (a 2.8 MW project), and the Bolthouse Project (a 5.0 MW project). Simultaneously with the Second Funding, the lien on the Company’s intellectual property assets will be released and a lien will be granted to the Agent to secure the Facility on the assets of the Groton Project and CCSU Project as well as with respect to the equity interests in such projec
https://www.lbbusinessjournal.com/sce-halts-toyotas-plans-for-fuel-cell-power-plant-in-long-beach
Damn. I hope they can have some other PR at tomorrow's Long Beach FC seminar.
The appendix to the Generate loan a few 8ks ago had an interesting list of collateral....https://www.sec.gov/Archives/edgar/data/886128/000156459019036266/fcel-ex102_40.htm
More digging
I think the court case #3 below shows why Groton is scheduled to be completed in the Spring of 2020...
No other outstanding cases as far as I can tell.
1. JCI USA INC. v. FUELCELL ENERGY, INC.
Case was filed on July 1 and withdrawn on 10-24 (!) for $216,000:
http://civilinquiry.jud.ct.gov/CaseDetail/PublicCaseDetail.aspx?DocketNo=DBDCV195015330S
2. ASCENSION INDUSTRIES v. FUELCELL ENERGY, INC.
Case was filed on June 18 and withdrawn on July 12 for about $3 m
3. FUELCELL ENERGY, INC. v. TOWN OF GROTON
Case was filed to get property tax-free status for faculty.
http://civilinquiry.jud.ct.gov/CaseDetail/PublicCaseDetail.aspx?DocketNo=HHBCV176038440S
September 30:
After considering input from the parties at a status conference, the court enters the following scheduling order:
1. Discovery is to be complete by 12/31/19.
2. The parties will file cross motions for summary judgment on the issue of the tax exempt status of the
property on 3/2/20.
3. Any reply briefs will be due on 3/31/20.
1. Discovery is to be complete by 12/31/19.
2. The parties will file cross motions for summary judgment on the issue of the tax exempt status of the
property on 3/2/20.
3. Any reply briefs will be due on 3/31/20.
In late September, a Buffalo, N.Y.-area maker of industrial filtration systems withdrew a lawsuit in Connecticut Superior Court in which it had sought $3 million from FuelCell, alleging unpaid invoices. Last week, a White Plains, N.Y.-based subsidiary of Nippon Chemical withdrew its own litigation filed last January, in which it claimed FuelCell had refused payment on four tons of lithium aluminate used as a compound in its fuel cells, which create electricity through a chemical process.
From a local CT newspaper a day or so ago...
https://www.fra.dot.gov/eLib/details/L20646
This is a weird one. Data from a couple of years ago but final report just out.
https://arpa-e-foa.energy.gov/TeamingPartners.aspx?foaid=f379ce05-d43b-40b2-8466-b5bedbe8d62f
I like the past tense in the last paragraph:
FuelCell Energy invites the interested parties to work collectively toward deployment of an intriguing technology for carbon capture from the flue gas of power plants and industrial complexes. The technology is carbonate fuel cells, which has been demonstrated globally in MW-scale power plants. The carbonate fuel cell is versatile, with the capability to perform carbon capture from the flue gas of other plants while generating ultra-clean electric power using a supplemental fuel such as biogas or natural gas. Systems can also be configured using carbonate fuel cells to produce by-product hydrogen gas for export or other uses by the host facility, such as for process needs at refineries. The flexibility of hydrogen production stems from the internal reforming capabilities of the carbonate fuel cell technology, without the need for complex external reforming unit operations. It also has been shown that the carbonate fuel cell destroys ~70% of NOX in the flue gas, reducing or eliminating capital and operating costs for NOX destruction equipment. Overall, the additional benefits of simultaneous power generation, hydrogen recovery, and NOx destruction provides the added values that will benefit the reduction of the cost of CO2 capture down to acceptable levels.
One of the great features of the technology is the modularity of the carbonate fuel cell hardware, providing an affordable approach to carbon capture, with systems that can be configured to capture >90% of the CO2 in the exhaust of a plant, or smaller systems that can be added in as little as 10% capture increments with no appreciable change in the cost of power and with minimum capital outlay. The technology is versatile to be applied to flue gas resulting from the combustion of a variety of fuel sources including coal, natural gas, and even biomass. As an example, a recent study was focused on carbonate fuel cell application to the flue gas of a biomass fed power plant in Great Britain.
As Lazlo famously said, Jack, welcome back to the fight. And this time our side will win.
Yaphank!
https://www.tulare.ca.gov/home/showdocument?id=13141
Inside baseball on Tulare from mid-September. Issues getting the biogas but Tulare stepped up and will buy and re-sell.
Thank you - I appreciate the clarification. Let's hope we can hear something soon about them.
I would be really surprised if the two LIPA have PPAs. In the 10q they were not yet part of backlog. I expect or rather hope for news soon but that information has not yet been made public if you're correct.
Max and if you look at the 8k with the Generate loan, there seems to be some Clare Rose equipment located in New Jersey on the list of collateral. it seems to me they are pre positioning equipment so they can "start" the project ASAP and get the tax credit for it...
It doesn't look like Mr Few is there. Perhaps in Europe pursuing a sale? That was one of their near term goals I think.
look at Allen Adriani on Liink. In.
$FCEL So last Friday must have sucked at FCE HQ. They were probably taking a lap after Hercules. Good job team we got our payoff!
Then Generate sends their Dear John letter. NRG is now in play. $2m payoff to them ASAP (first annex is them so Few must have made some calls).
Then really quick response to Generate gets a $3m payoff plus 125k in legal expenses to extend their payoff a couple of months.
BTW, the Generate agreement has $22m in collateral that FCE pledged. There is one module in Bakersfield with the rest in CT.
$4m of that collateral for one of the LIPA projects without a PPA and is currently in NJ and not CT....
So any new senior lender would get $22m of collateral for a loan of $7m (because they paid off $3m).
I wonder what they worked on this week?
https://www.sec.gov/Archives/edgar/data/886128/000119380517000035/0001193805-17-000035-index.htm
the think you posted was a part of this...
so the 50m ATM was based on an s3 filing for 150m from January 2017. They have used 50m. I assume they can enter into a news sales agreement for ATM II but for a higher price? They have 185m shares out but can issue 225m. so if they get the stock.price to 1.5 then they could issue an ATM for 40 to 50m, right?
https://www.hydrogen.energy.gov/pdfs/review19/2019_amr_report_hydrogen_fuel.pdf
They must be pleased: from 9-23
Hossein Ghezel-Ayagh P -177
This project was rated 3.6 for its accomplishments and progress toward overall project and U.S. Department of Energy (DOE) goals.
• The researchers achieved outstanding achievements within the short term of this project thanks to their strong research background in this field. The achievement so far guarantees the success of the overall project objective and DOE goal.
• Excellent progress has been achieved, and several milestones have been completed ahead of schedule.
• Significant progress has been made toward project objectives.
Question 4: Relevance/potential impact
This is a very important, very high-impact project.
• The project is relevant to high-temperature water electrolysis.
The project benefits from its use of FCE’s proven and scaled-up SOFC stack platform.
https://nj.gov/emp/comments
I am not clear what the issue is?
If you click on the link I provided (copied again) there is an alphabetical list of organizations who provided comments. Fuelcell Energy is listed. You may to scroll down a bit.
I wanted to put the head links people could see the context and if desired read other comments.
If you click on the FCE link, you will see a four page submission from FCE in mid September describing what they see as their value in fuel cells and in relation to the NJ plan.
Yea but the four page FCE submissions is interesting- it is dated mid-September and outlines what they see as their value proposition. interesting to me no mention of sub-mw, SOFC, natural gas let down plants or even their fuelcell as a battery hydrogen argument but I guess this is a pretty targetted document. It does not reek of despair or bankruptcy.
https://nj.gov/emp/comments
an interesting read from mid-September...
https:www.ct.govcsccwpview.asp?a=2397&Q=608810&PM=1
Well Derby is on the CT Siting docket...
and they can't pay the FCELB dividends? I wonder if us beleaguered longs could apply.
Still I guess it bodes well for the future.
Tomorrow is the deadline for 1 FC conditioning at Groton per the 8k on 8-13.
I have been in this frigging stock for many years. The problem of over promising seems to be over but there are at least a few things that we can expect (and are overdue):
- Triangle Street a PPA or selling it off
- The last two LIPA PPAs
- Groton should be very soon
- Tulare
- Commercialization of SOFC with a sale?
- POSCO - more info at any time
- Derby
- Selling of tax equity in other LIPA project
-Toyota update
- and carbon capture or something with Excelon
- a small European sale for a sub megawatt project
- Campbell soup
- Coyote Creek/canyon in California (forgot the exact name)
- update on UK study
- I am probably missing a few things.
- so they have lots of things that could happen at almost any time...
what do you think it means?
from CT Green Bank March 27 meeting of the Deployment committee. Putting the full item because I like extensive DD and this gives some interesting background on some of their recent finances. This was later approved... CT Green Bank helped pay for Triangle. There are other ones but this is enough I think.
4. Investment Business
a. Proposed Reallocation of Exposure to FuelCell Energy Credit Exposure
Mr. Hunter presented reallocation of credit exposure by detailing FCE’s acquisition of
the Bridgeport Fuel Cell Project from Dominion Energy. Liberty Bank and Fifth Third
Bank (Ohio based) are the Senior co-lenders at $25Mil with the CT Green Bank
(“Green Bank”) providing a $6Mil subordinate loan—reallocated from existing loan
BFCP. FCE is ready to go next week and the closing will be by Friday, April 12, 2019.
The existing loan transaction requires a Project Special Project Vehicle (SPV) to place
a “performance assurance” with Eversource as required under the Energy Purchase
Agreement (EPA). The current performance assurance is satisfied with a corporate
guaranty from Dominion. However, FCE’s SPV will need to source a letter of credit to
satisfy this requirement; letter of credit will need to be cash collateralized for $1.8Mil.
Similar to the existing loan to FCE, the proposal is to fund the cash collateral needed
to backstop the letter of credit for Eversource by reallocating exposure from theTriangle project. The Green Bank Board previously approved the Triangle Project in
2018 and the proposal is to reduce the exposure to the Triangle project from $5Mil to
$3.2Mil (a reduction of $1.8Mil).
Ms. Bronisz asked about the change from Webster Bank N.A. (“Webster”) to another
lender (i.e., Fifth Third). Mr. Hunter responded that Webster’s prior credit officer for
that region had already approved the deal but—after a change of personnel—the new
officer decided not to proceed with full approval. Since The Fifth Third Bank already
had a construction loan approval for the New London Subbase transaction underway,
they were able to quickly diligence the Bridgeport transaction and approved the deal.
Ms. Bronisz stated that Webster is missing out on transaction and hopeful that they
may be able to make offerings in the future. Ms. Bronisz also asked about whether
an engineer was hired by Green Bank. Mr. Hunter stated that an engineering firm was
hired by the other financiers and Green Bank benefitted from that review.
Mr. Hunter further related that the Green Bank has successfully repositioned FCE
projects (Bridgeport and Groton) from higher cost private equity and specialty lender
funding to mainstream local and regional bank lenders (Liberty Bank, Fifth Third Bank
and Amalgamated Bank). Using Green Bank capital subordinated to senior lenders—
$66Mil has been sourced using $11Mil of Green Bank capital (6:1). The Bridgeport
project prepays in 6 years (to Sr lender) and 7 years (to Green Bank). The proposal
is to lend at the parent level approximately $1.8Mil to cash collateralize the letter of
credit for Eversource; security is FCE parent resources, additional security at the
Project SPV level—subordinated to Sr lenders and cash flow sweep (after Green Bank
subordinated loan). With anticipated cash flow and 50% sweep, Green Bank
Performance Assurance Financing Facility is expected to repay 9 months before $6Mil
subordinated loan (6¼ years). Both facilities will benefit from and be repaid with an
additional $40Mil of free cash flow (the last 3-to-4 years of Eversource contract) after
repayment of all debt for the acquisition.
Mr. Hunter reviewed the proforma cash flows and noted that the modules will have
been refreshed after year five and cash flow will be available to pay down Jr debit
balance in year six. Mr. Hunter completed the presentation with a review of the tables
summarizing the current and future credit exposure for all three projects; Bridgeport,
Groton and Triangle in accordance with reallocation proposal, a review of FCE credit
exposure and the recommendation to Board Resolution.
Mr. Hunter related that this work is the successful achievement of diverse financing
No but both partnered with FCE on DoE research Grant's. Exelon is trying to make a case for nuclear energy being a zero or low carbon hydrogen. My sense is Exxon is trying to make traditional generation a low carbon effort through cc.
Exelon = hydrogen with their nukes. Exxon cc with power plants. others cc in steel and chemicals?
Yes there were a series of FERC filings about Triangle. FERC asked them to pay back some small amounts they received before an official interconnection agreement. The FERC application noted in May they were in negotiations for a PPA. FCE answered by saying no we dont. I am not sure if we are waiting for a FERC decision.
The Green Bank agreement let's them sell off some of the Triangle loan for tax reasons. They made amendments to.this loan the same time as Bridgeport.
The 10q notes they are getting Tariff revenue from Triangle. I keep hoping they are going to announce a PPA and then sell it off like they did the first Tulare. They should be able to get between $5 and 7m for it? SWAG.
Triangle street update would be nice....
Oh thanks! Yes I was focusing on the 118.3m figure in the balance sheet. So 7m shares since then. Glad that you were right and they have got some powder for later. when will they use it?
correct me if I am wrong but the report only covers until the end of the quarter.... some of those days were in this quarter....
time travel for stocks is strictly forbidden according to Article 63.3. Klorpus!
actually locomotives were looked at. they ended up going with a Bloom but that was before FCE had their SOFC. Stay tuned?
One question- so we know they had to replace the Bridgeport stacks recently. I forget how they account for that- I imagine they would just use some of their inventory for it but I dont know how it would affect the bottom line for the quarter
.
I agree. I first posted the Excelon thing a few months ago and I am really not sure about the Norwegian thing. My thoughts:
it takes many months to apply for a grant, and it would make sense to.have multiple options to choose from.
The grant with FCE that is ending is supposed to produce an investment plan. So that will provide a different nongovernmental set of funders options.
on the whole I am optimistic but FCE has had so many irons in the fire that cool down (oil sands project, Beacon Falls, many "near term opportunities in Asia") that hydrogen is just a chance.
If you don't some digging FCE cells were even looked at for a locomotive but the Bloom was slightly better. Mind you this was the MCFC and not their SOFC.
I still think that their MCFC tech is good enough and they probably can make it on that for the next few years. Hopefully H tech matures in the meantime.
it would be nice if they offer a license like they did to Exxon to Excellon but I dont know who owns the IP.
ATM is At The Market. FCEL has the ability to sell shares directly to raise money. They seem to be selling lots of shares at .38. So they get much needed money but also cause dilution. They can only sell about $20m but that is a lot of shares.
Stand in line buddy. We all have our pet projects we're waiting to hear about.
More seriously it requires them to build pipeline , I think from some farms. its happening but a bit slowly....
Aw, I was hoping for a new ISO certification.