425 1 a09-23048_3425.htm 425

 

Filed pursuant to Rule 425 under the Securities Act of 1933, as amended

Filed by: Hydrogenics Corporation

Subject Company: Algonquin Power Income Fund

Exchange Act File Number of Subject Company: 333-141569

 

GRAPHIC

PRESS RELEASE

 

Hydrogenics Reports Second Quarter 2009 Results

 

Mississauga, Ontario. August 14, 2009 — Hydrogenics Corporation (NASDAQ: HYGS; TSX: HYG), a leading developer and manufacturer of hydrogen generation and fuel cell products, today reported second quarter 2009 results. Results are reported in US dollars and are prepared in accordance with Canadian generally accepted accounting principles.

 

Financial  Highlights

 

·                  Received shareholder and court approvals to move forward with a previously announced non-dilutive financing transaction that will bring roughly C$10.8 million before transaction costs, to bolster our balance sheet.

 

·                  Revenues were $5.5 million and $11.1 million for the three and six months ended June 30, 2009, decreases of 36% and 35%, respectively, from the comparable periods in 2008, excluding our Test Systems business unit.

 

·                  Gross margin was 16% for the three months ended June 30, 2009, a decrease of seven percentage points from the comparable period in 2008. Gross margin was 22% for the six months ended June 30, 2009, an increase of three percentage points from the six months ended June 30, 2008.

 

·                  Cash operating costs, a non-GAAP measure, defined as selling, general and administrative expenses, and research and product development expenses, net, less stock-based compensation expense, were $6.2 million, a 9% decrease from $6.9 million in the second quarter of 2008.  Cash operating costs for the second quarter of 2009 include: (i) $1.2 million of transaction-related expenses associated with our proposed transaction with the trustees of Algonquin Power Income Fund; (ii) $0.2 million of costs associated with deferred compensation arrangements indexed to our share price; and (iii) $0.2 million of costs attributed to our Test Systems business unit.

 

·                  Cash and cash equivalents, restricted cash and short-term investments were $11.9 million at June 30, 2009, a $3.8 million sequential quarterly decrease from the first quarter of 2009 reflecting: (i) a $5.5 million EBITDA loss; and (ii) $0.2 million of other items, partially offset by (iii) a $1.9 million decrease in non-cash working capital.

 

·                  Order backlog as at June 30, 2009 was $15.3 million, more than half of which is anticipated to be delivered and recognized as revenue in 2009.

 



 

“This quarter was more challenging than expected from an operating standpoint as contract decisions were delayed due to ongoing global economic conditions, impacting both revenues and gross margin.  However, we continue to see a very active pipeline of opportunities across our business units, which we anticipate will lead to improved sequential results as the year progresses,” said Daryl Wilson, President and Chief Executive Officer.  “Operations at our Belgian electrolyser production facility have been returned to full capacity after a period of turn down and rotating employee lay-offs in April thorugh June.  After our successful completion of demonstration units in India, we are in discussions along with our OEM partner, to secure substantial orders with major Indian telecommunications companies.  Our bidding activity and customer interest gives us confidence in much better order intake performance in the second half of this year.

 

Results for the second quarter of 2009 compared to the second quarter of 2008

 

Revenues, exclusive of our Test Systems business unit, were $5.5 million, a decrease of 36%, reflecting lower revenues in both our OnSite Generation and Power Systems business units due to the timing of project deliveries and lower order intake.

 

Gross profit, expressed as a percentage of revenues, was 16% (22% in the second quarter of 2008), attributed to decreased cost synergies and overhead absorption resulting from lower revenues.

 

Cash operating costs, a non-GAAP measure, defined as selling, general and administrative expenses, and research and product development expenses, net, less stock-based compensation expense, were $6.2 million, a 9% decrease from $6.9 million in the second quarter of 2008.  Cash operating costs for the second quarter of 2009 include: (i) $1.2 million of transaction related expenses associated with our proposed transaction with the trustees of Algonquin Power Income Fund; (ii) $0.2 million of costs associated with deferred compensation arrangements indexed to our share price; and (iii) $0.2 million of costs attributed to our Test Systems business unit.

 

Net loss was $6.0 million for the second quarter of 2009, a 39% increase from $4.3 million in the second quarter of 2008.

 

Results for the six months ended June 30, 2009 compared to the six months ended June 30, 2008

 

Revenues were $11.1 million for the six months ended June 30, 2009, a decrease of 35%, exclusive of Test Systems revenues primarily attributed to $6.3 million of decreased revenues in our OnSite Generation business unit.

 

Gross profit, expressed as a percentage of revenues, was 22% (20% in 2008) reflecting increased gross profit generated by our OnSite Generation business unit resulting from operational improvements, partially offset by decreased cost synergies and overhead absorption resulting from lower revenues.

 

Cash operating costs were $11.5 million, a 7% decrease from $12.4 million in 2008 primarily attributed tooverall decreased costs resulting from our business streamlining initiatives, as well as the absence of $0.9 million of deferred compensation arrangements indexed to our

 

2



 

share price, offset by: (i) $1.2 million of transaction related expenses associated with our proposed transaction  with the trustees of Algonquin Power Income Fund; (ii) $0.6 million of costs associated with business streamlining initiatives; (iii) $0.3 million of costs assosciated with deferred compensation arrangements indexed to our share price; and (iv) $0.2 million of costs attributed to our Test Systems business unit.

 

Net loss was $10.0 million for the six months ended June 30, 2009, an increase of 16% from $8.6 million in 2008.

 

Liquidity

 

Cash and cash equivalents, restricted cash and short-term investments were $11.9 million as at June 30, 2009, a $3.8 million sequential quarterly decrease from the first quarter of 2009 reflecting: (i) a $5.5 million EBITDA loss; and (ii) $0.2 million of other items, partially offset by (iii) a $1.9 million decrease in non-cash working capital.

 

Order backlog

 

Order backlog as at June 30, 2009 was $15.3 million, as follows (in $ millions):

 

 

 

Mar. 31, 2009
Backlog

 

Orders
Received

 

Orders
Delivered

 

Jun. 30, 2009
Backlog

 

 

 

 

 

 

 

 

 

 

 

OnSite Generation

 

$

11.7

 

$

2.4

 

$

3.8

 

$

10.3

 

Power Systems

 

6.0

 

0.7

 

1.7

 

5.0

 

Total

 

$

17.7

 

$

3.1

 

$

5.5

 

$

15.3

 

 

In addition to the $11.1 million of revenue recognized in the six months ended June 30, 2009, we currently expect to deliver and recognize as revenue, the substantial majority of our OnSite Generation backlog and one-third of our Power Systems backlog.

 

Conference Call Details

 

Hydrogenics will hold a conference at 10 a.m. ET on August 14, 2009 to review the second quarter 2009 results.   The conference call number is (866) 223-7781.  A live webcast of the call will also be available at www.hydrogenics.com.

 

The webcast will be archived on the site, and investors will be able to access an encore recording of the conference call for one week by calling (416) 695-5800, conference ID #2061060. The encore recording will be available two hours after the conference call has concluded.

 

ABOUT HYDROGENICS

Hydrogenics Corporation (www.hydrogenics.com) is a globally recognized developer and provider of hydrogen generation and fuel cell products and services, serving the growing industrial and clean energy markets of today and tomorrow. Based in Mississauga, Ontario, Canada, Hydrogenics has operations in North America and Europe.

 

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This release, in particular the discussion concerning Hydrogenics’ agreement with the trustees of Algonquin Power Income Fund and the “Financial Highlights” section contains forward-looking statements and other statements concerning Hydrogenics’ objectives and strategies and management’s beliefs, plans, estimates and intentions about our achievements, future results, goals, levels of activity, performance, and other future events. We believe the expectations reflected in our forward-looking statements are reasonable, although we cannot guarantee achievements, future results, levels of activity, performance or other future events.  These statements are based on management’s current expectations and actual results may differ from these forward-looking statements due to numerous factors, including risks related to our ability to successfully execute our business plan, which includes an increase in revenue and obtaining additional capital, including completion of the transaction with trustees of Algonquin Power Income Fund; our liquidity; our operating results; our revenue growth; our industry; and our technology and products. Readers should not place undue reliance on Hydrogenics’ forward-looking statements.  Readers are encouraged to review the section captioned “Risk Factors” in Hydrogenics’ regulatory filings with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission for a more complete discussion of factors that could affect Hydrogenics’ future performance.  Furthermore, the forward-looking statements contained herein are made as of the date of this release, and Hydrogenics undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, unless otherwise required by law. The forward-looking statements contained in this release are expressly qualified by this cautionary statement.

 

ADDITIONAL INFORMATION AND WHERE TO FIND IT

 

This communication is being made in respect of the proposed take-over bid by Hydrogenics Corporation (“Hydrogenics”) to the security holders of Algonquin Power Income Fund (“Algonquin Power”). In connection with the proposed transaction, Hydrogenics has filed a registration statement on Form F-4, containing a take-over bid circular/prospectus, with the U.S. Securities and Exchange Commission (“SEC”), which has not yet become effective. Each of Algonquin Power and Hydrogenics will be filing other documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE TAKEOVER BID CIRCULAR/PROSPECTUS, REGARDING THE PROPOSED TRANSACTION AND ANY OTHER FILED DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final take-over bid circular/prospectus will be mailed to Algonquin Power’s security holders. Investors and security holders will be able to obtain the registration statement containing the take-over bid circular/prospectus and other documents free of charge at the SEC’s web site, www.sec.gov, or from the office of Hydrogenics’ Chief Financial Officer at 5985 McLaughlin Road, Mississauga, Ontario, Canada L5R 1B8 (905) 361-3600.

 

Company Contact:

Lawrence Davis, Chief Financial Officer

Hydrogenics Corporation

(905) 361-3633

investors@hydrogenics.com

 

Investor Relations Contact:

Chris Witty

(646) 438-9385

cwitty@darrowir.com

 

4



 

Hydrogenics Corporation

Interim Consolidated Balance Sheets

(in thousands of US dollars)

(unaudited)

 

 

 

June 30
2009

 

December 31
2008

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

10,428

 

$

21,601

 

Restricted cash

 

1,255

 

1,130

 

Accounts receivable

 

3,424

 

3,974

 

Grants receivable

 

384

 

505

 

Inventories

 

9,485

 

10,101

 

Prepaid expenses

 

832

 

1,161

 

 

 

25,808

 

38,472

 

 

 

 

 

 

 

Restricted cash

 

235

 

 

Property, plant and equipment

 

3,538

 

4,082

 

Goodwill

 

5,025

 

5,025

 

 

 

$

34,606

 

$

47,579

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

15,890

 

$

17,298

 

Unearned revenue

 

3,123

 

4,785

 

 

 

19,013

 

22,083

 

 

 

 

 

 

 

Deferred research and development grants

 

 

13

 

 

 

19,013

 

22,096

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

Common shares

 

307,009

 

307,000

 

Contributed surplus

 

16,510

 

16,300

 

Deficit

 

(301,427

)

(291,420

)

Accumulated other comprehensive loss

 

(6,499

)

(6,397

)

Total deficit and accumulated other comprehensive loss

 

(307,926

)

(297,817

)

 

 

15,593

 

25,483

 

 

 

$

34,606

 

$

47,579

 

 

5



 

Hydrogenics Corporation

Interim Consolidated Statements of Operations

(in thousands of US dollars, except for share and per share amounts)

(unaudited)

 

 

 

Three months ended June 30

 

Six months ended June 30

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

5,540

 

$

8,790

 

$

11,076

 

$

19,501

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

4,683

 

6,817

 

8,588

 

15,663

 

 

 

857

 

1,973

 

2,488

 

3,838

 

Operating expenses

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

4,681

 

5,311

 

8,389

 

9,372

 

Research and product development

 

1,686

 

1,728

 

3,368

 

3,440

 

Amortization of property, plant and equipment

 

160

 

250

 

451

 

521

 

Amortization of intangible assets

 

 

62

 

 

125

 

 

 

6,527

 

7,351

 

12,208

 

13,458

 

Loss from operations

 

(5,670

)

(5,378

)

(9,720

)

(9,620

)

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

Provincial capital tax

 

(153

)

208

 

(153

)

170

 

Interest

 

34

 

386

 

83

 

614

 

Foreign currency gains (losses)

 

(221

)

464

 

(217

)

194

 

 

 

(340

)

1,058

 

(287

)

978

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(6,010

)

(4,320

)

(10,007

)

(8,642

)

Current income tax (recovery)

 

 

(1

)

 

(1

)

Net loss for the period

 

$

(6,010

)

$

(4,319

)

$

(10,007

)

$

(8,641

)

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.07

)

$

(0.05

)

$

(0.11

)

$

(0.09

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

92,407,095

 

91,765,686

 

92,406,384

 

91,765,688

 

 

6



 

Hydrogenics Corporation

Interim Consolidated Statements of Cash Flows

(in thousands of US dollars)

(unaudited)

 

 

 

Three months ended
June 30

 

Six months ended
June 30

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents provided by (used in)

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

Net loss for the period

 

$

(6,010

)

$

(4,319

)

$

(10,007

)

$

(8,641

)

Items not affecting cash

 

 

 

 

 

 

 

 

 

Amortization of property, plant and equipment

 

160

 

250

 

451

 

521

 

Amortization of intangible assets

 

 

62

 

 

125

 

Unrealized foreign exchange losses

 

71

 

468

 

323

 

316

 

Stock-based compensation expense

 

120

 

175

 

210

 

411

 

Net change in non-cash working capital

 

1,940

 

163

 

(1,725

)

7,163

 

 

 

(3,719

)

(3,201

)

(10,748

)

(105

)

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

 

Decrease in short-term investments

 

 

 

 

15,032

 

Decrease (increase) in restricted cash

 

(157

)

72

 

(361

)

(5,994

)

Purchase of property, plant and equipment

 

(107

)

(10

)

(143

)

(325

)

 

 

(264

)

62

 

(504

)

8,713

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

Repayment of long-term debt

 

 

(1

)

 

(11

)

Deferred research and development grants

 

(9

)

(124

)

70

 

(294

)

Common shares issued, net of issuance costs

 

9

 

 

9

 

 

 

 

 

(125

)

79

 

(305

)

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents during the period

 

(3,983

)

(3,264

)

(11,173

)

8,303

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents — Beginning of period

 

14,411

 

27,027

 

21,601

 

15,460

 

Cash and cash equivalents — End of period

 

$

10,428

 

$

23,763

 

$

10,428

 

$

23,763

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure

 

 

 

 

 

 

 

 

 

Interest paid

 

$

1

 

$

12

 

$

4

 

$

2

 

Income taxes (recovered)

 

 

(65

)

(23

)

(48

)

 

7



 

Hydrogenics Corporation

Interim Consolidated Statements of Shareholders’ Equity

(in thousands of US dollars, except for share and per share amounts)

(unaudited)

 

 

 

Common shares

 

Contributed

 

 

 

Accumulated
other
comprehensive

 

Total
shareholders’

 

 

 

Number

 

Amount

 

surplus

 

Deficit

 

income (loss)

 

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at Dec. 31, 2007

 

91,765,691

 

$

306,872

 

$

15,606

 

$

(277,101

)

$

(4,993

)

$

40,384

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

(8,641

)

 

(8,641

)

Foreign currency translation adjustments

 

 

 

 

 

746

 

746

 

Comprehensive loss

 

 

 

 

 

 

(7,895

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued:

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for partial shares

 

(5

)

 

 

 

 

 

Stock-based compensation expense

 

 

 

411

 

 

 

411

 

Balance at Jun. 30, 2008

 

91,765,686

 

306,872

 

16,017

 

(285,742

)

(4,247

)

32,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

(5,678

)

 

(5,678

)

Foreign currency translation adjustments

 

 

 

 

 

(2,150

)

(2,150

)

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(7,828

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued:

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares on exercise of stock options

 

639,980

 

128

 

 

 

 

128

 

Stock-based compensation expense

 

 

 

283

 

 

 

283

 

Balance at Dec. 31, 2008

 

92,405,666

 

$

307,000

 

$

16,300

 

$

(291,420

)

$

(6,397

)

$

25,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the six months ended June 30, 2009

 

 

 

 

(10,007

)

 

(10,007

)

Foreign currency translation adjustments

 

 

 

 

 

(102

)

(102

)

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(10,109

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued:

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares on exercise of stock options

 

35,000

 

9

 

 

 

 

9

 

Stock-based compensation expense

 

 

 

210

 

 

 

210

 

Balance at Jun.  30, 2009

 

92,440,666

 

$

307,009

 

$

16,510

 

$

(301,427

)

$

(6,499

)

$

15,593

 

 

The authorized capital stock of the Corporation consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series.

 

8