UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): November 8, 2018
H/CELL ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 000-55802 | 47-4823945 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
97 River Road, Flemington, NJ 08822
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (908) 837-9097
Copy of correspondence to:
James M. Turner, Esq.
Marc J. Ross, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th Floor
New York, New York 10036
Tel: (212) 930-9700 Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
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. ¨
Item 2.02 Results of Operations and Financial Condition.
On November 8, 2018, H/Cell Energy Corporation announced its operating results for the third fiscal quarter ended September 30, 2018. A copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.01 | Press Release, dated November 8, 2018, issued by H/Cell Energy Corporation* |
* Furnished herewith.
| 2 |
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| H/CELL ENERGY CORPORATION | ||
| Date: November 8, 2018 | By: | /s/ ANDREW HIDALGO |
| Andrew Hidalgo | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 99.01
H/Cell Energy Reports FY2018 Third Quarter Financial Results
Flemington, NJ, November 8, 2018 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen energy systems, has announced financial results for its fiscal 2018 third quarter ended September 30, 2018.
For the three months ended September 30, 2018, HCCC generated revenue of $1,839,491 and a net loss of $267,328, or ($0.04) in earnings per share fully diluted, which includes $69,199 in non-cash charges. For the nine months ended September 30, 2018, HCCC generated revenue of $5,575,640 and a net loss of $364,342, or ($0.05) in earnings per share fully diluted, which includes $200,848 in non-cash charges. As of September 30, 2018, HCCC has submitted overall proposals in the amount of $12,751,061 and had a backlog of projects to complete totaling $715,595. The balance sheet as of September 30, 2018 remained solid with $331,236 in cash, $3,548,607 in assets and $417,338 in working capital.
Andrew Hidalgo, CEO of HCCC, commented, “In the third quarter, we committed to investing in the expansion of the renewable energy effort at our Pride Group subsidiary in Australia, which resulted in significant capital expenditures in labor, training and business development. We believe this investment will be the key to launching our renewable energy efforts in the Asia-Pacific region as we are currently quoting many projects in a very active market. Further, our PVBJ subsidiary had a higher level of material purchases in the third quarter for projects to be completed in the fourth quarter. In addition to the capital expenditures for growth initiatives, we absorbed non-cash charges in the third quarter and the year-to-date financials for compliance purposes. Non-cash charges do not affect the cash flow performance or working capital of HCCC. Our subsidiaries are performing well exclusive of these corporate expenses. We have recently initiated several hydrogen energy projects and combined with our continued investments in expanding the renewable energy market effort, we are very encouraged about the future quarters. HCCC continues to build momentum by training our existing subsidiaries in clean energy, identifying many new opportunities and expanding our customer base. We look forward to future growth and building shareholder value.”
About H/Cell Energy Corporation:
H/Cell Energy Corporation is an integrator that focuses on the design and implementation of clean energy solutions including solar, battery, fuel cell and hydrogen generation systems. In addition, through its subsidiaries, HCCC also provides environmental systems and security systems integration. HCCC serves the residential, commercial and government sectors. Please visit our website at www.hcellenergy.com for more information.
Forward Looking Statements:
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These forward-looking statements are based on current expectations and actual results could differ materially. H/Cell Energy Corporation does not undertake an obligation to update or revise any forward-looking statement. The information set forth herein speaks only as of the date hereof.
H/Cell Energy Corporation
Investor Relations
908-837-9097 x-2
H/CELL ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2018 | December 31, 2017 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 331,236 | $ | 455,700 | ||||
| Accounts receivable (net retention) | 1,230,621 | 808,050 | ||||||
| Prepaid expenses | 23,282 | 14,669 | ||||||
| Costs and earnings in excess of billings | 73,180 | 51,531 | ||||||
| Total current assets | 1,658,319 | 1,329,950 | ||||||
| Property and equipment, net | 362,933 | 102,573 | ||||||
| Security deposits and other non-current assets | 20,711 | 8,416 | ||||||
| Deferred tax asset | 44,257 | 44,257 | ||||||
| Customer lists, net | 88,766 | - | ||||||
| Goodwill | 1,373,621 | - | ||||||
| Total assets | $ | 3,548,607 | $ | 1,485,196 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 830,708 | $ | 631,385 | ||||
| Management fees payable – related party | - | 31,257 | ||||||
| Earn-out payable | 186,346 | - | ||||||
| Billings in excess of costs and earnings | 51,798 | 87,206 | ||||||
| Sales and withholding tax payable | 45,154 | 61,239 | ||||||
| Current equipment notes payable | 32,538 | - | ||||||
| Current capital lease payable | 68,240 | - | ||||||
| Income tax payable | 26,197 | 98,313 | ||||||
| Total current liabilities | 1,240,981 | 909,400 | ||||||
| Noncurrent liabilities | ||||||||
| Note payable | 222,963 | - | ||||||
| Capital leases | 149,590 | - | ||||||
| Equipment notes payable | 118,606 | - | ||||||
| Convertible note payable – related party, net of discount | 14,268 | - | ||||||
| Total noncurrent liabilities | 505,427 | - | ||||||
| Total liabilities | 1,746,408 | 909,400 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock - $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding | - | - | ||||||
| Common stock - $0.0001 par value; 25,000,000 shares authorized; 7,586,024 and 7,041,579 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 758 | 704 | ||||||
| Additional paid-in capital | 2,967,004 | 1,335,656 | ||||||
| Accumulated deficit | (1,096,096 | ) | (731,754 | ) | ||||
| Accumulated other comprehensive loss | (69,467 | ) | (28,810 | ) | ||||
| Total stockholders’ equity | 1,802,199 | $ | 575,796 | |||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 3,548,607 | $ | 1,485,196 | ||||
H/CELL ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS – OTHER COMPREHENSIVE INCOME
| For the Three Months Ended September 30, | For
the Nine Months Ended | |||||||||||||||
| 2018 | 2017 | 2018 | 2017 | |||||||||||||
| Revenue | ||||||||||||||||
| Construction income | $ | 1,830,992 | $ | 1,292,905 | $ | 5,535,352 | $ | 5,050,155 | ||||||||
| Related party | 8,499 | 45,666 | 40,288 | 85,919 | ||||||||||||
| Total revenue | 1,839,491 | 1,338,571 | 5,575,640 | 5,136,074 | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Direct costs | 1,438,669 | 870,369 | 3,901,125 | 3,432,098 | ||||||||||||
| Direct costs – related party | 9,019 | 37,304 | 40,636 | 87,649 | ||||||||||||
| Total cost of goods sold | 1,447,688 | 907,673 | 3,941,761 | 3,519,747 | ||||||||||||
| Gross profit | 391,803 | 430,898 | 1,633,879 | 1,616,327 | ||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | 607,125 | 437,344 | 1,850,140 | 1,379,415 | ||||||||||||
| Management fees – related party | 19,500 | 46,000 | 58,500 | 138,000 | ||||||||||||
| Total operating expenses | 626,625 | 483,344 | 1,908,640 | 1,517,415 | ||||||||||||
| Income (loss) from operations | (234,822 | ) | (52,446 | ) | (274,761 | ) | 98,912 | |||||||||
| Income tax provision (benefit) | - | - | - | - | ||||||||||||
| Income (loss) before other income and expense | (234,822 | ) | (52,446 | ) | (274,761 | ) | 98,912 | |||||||||
| Other expenses | ||||||||||||||||
| Interest expense | 7,544 | - | 21,636 | - | ||||||||||||
| Interest expense – related party | 19,877 | - | 52,768 | - | ||||||||||||
| Change in fair value earn-out | 4,290 | - | 11,028 | - | ||||||||||||
| Loss on fixed asset disposal | 795 | - | 4,149 | - | ||||||||||||
| Total other expenses | 28,216 | - | 78,553 | - | ||||||||||||
| Net income (loss) | $ | (267,328 | ) | $ | (52,446 | ) | $ | (364,342 | ) | $ | 98,912 | |||||
| Other comprehensive income (loss), net | ||||||||||||||||
| Foreign currency translation adjustment | (7,828 | ) | 5,928 | (40,657 | ) | 24,345 | ||||||||||
| Comprehensive income (loss) | $ | (275,156 | ) | $ | (46,518 | ) | $ | (404,999 | ) | $ | 123,257 | |||||
| Earnings (loss) per share | ||||||||||||||||
| Basic | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.05 | ) | $ | 0.02 | |||||
| Diluted | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.05 | ) | $ | 0.01 | |||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | 7,586,024 | 7,084,436 | 7,469,307 | 6,601,873 | ||||||||||||
| Diluted | 7,586,024 | 7,084,436 | 7,469,307 | 7,526,763 | ||||||||||||