Hydrogenics Reports Second Quarter 2019 Results

Outlook Improving; Acquisition by Cummins announced

Mississauga, Ontario, CANADA

MISSISSAUGA, Ontario, Aug. 12, 2019 (GLOBE NEWSWIRE) -- Hydrogenics Corporation (NASDAQ: HYGS; TSX: HYG) ("Hydrogenics" or "the Company"), a leading developer and manufacturer of hydrogen generation and hydrogen-based power modules, today reported second quarter 2019 financial results. Results are reported in US dollars and are prepared in accordance with International Financial Reporting Standards (IFRS).

Recent Highlights

“Quarterly revenue rose to $10.4 million in the quarter – up 37% year-over-year – and we continue to work towards cementing our first commercial rail production order with Alstom for fuel cell systems that will serve the Hydrail Commuter Trains in Germany,” said Daryl Wilson, President and Chief Executive Officer. “We’re very proud that our innovative heavy-duty mobility applications are setting the standard for trains and buses alike and, with partners like Alstom, the Company will be able to accelerate adoption in Asia, Europe, and the Americas faster than could be achieved on our own. In so doing, we’re helping drive the hydrogen economy of tomorrow.”

On June 28, we announced that we had entered into an arrangement agreement with Cummins Inc. (“Cummins”) and Atlantis AcquisitionCo Canada Corporation (the “Purchaser”), a subsidiary of Cummins, pursuant to which the Purchaser has agreed to acquire all of the outstanding common shares of the Company (the “Shares”), other than Shares owned by The Hydrogen Company, a wholly owned subsidiary of L’Air Liquide S.A., for US$15.00 in cash per Share (the “Transaction”). The Hydrogen Company has agreed to exchange its Shares for shares of the Purchaser pursuant to the Transaction. The consideration per Share to be received by the Company’s shareholders (the “Shareholders”) (other than The Hydrogen Company and its affiliates and any dissenting Shareholder) in connection with the Transaction represents a premium of 21.6% over the 30-day volume-weighted average price (“VWAP”) of the Shares on the NASDAQ and 38.8% over the 90-day VWAP on the NASDAQ for the period ending June 27, 2019.

There will be a special meeting of Shareholders on August 29, 2019, at which Shareholders of record as of July 15, 2019, will vote on a special resolution to approve the Transaction. Subject to the outcome of this meeting and the satisfaction or waiver of all other conditions precedent, the Company expects the Transaction to close in September 2019.

Summary of Results for the Quarter Ended June 30, 2019 (compared to the Quarter Ended June 30, 2018 unless otherwise noted)

  • The Company posted revenue of $10.4 million for the second quarter of 2019, a 37% increase over the same period in 2018.  
  • Gross margin decreased to 12.9% in the second quarter of 2019 from 27.6% last year, primarily reflecting product mix as well as additional costs for warranty provisions and inventory obsolescence. In the prior-year period, Hydrogenics delivered equipment for several large projects with higher margins, and warranty provisions (no longer required) were extinguished in the period.
  • Cash operating costs1 increased $0.1 million, to $4.7 million, in the 2019 second quarter compared to $4.6 million in 2018. Selling, General and Administrative (“SG&A”) expenses rose by $1.5 million year-over-year, primarily reflecting $0.8 million of one-time transaction and professional costs associated with the Arrangement Agreement announced June 28, 2019, whereby the Company will be acquired by Cummins, Inc. (“Cummins”). This increase was partially offset by reduction in net Research and Development (“R&D”) expenses, primarily related to the completion of non-recurring development projects.
  • The Company’s Adjusted EBITDA2 loss increased $0.8 million, to $3.3 million, in the second quarter of 2019 from $2.5 million in the prior-year period. This variance reflects $0.8 million in one-time expenses associated with the aforementioned Arrangement Agreement.
  • Net loss was $4.8 million, or $(0.25) per share, for the 2019 second quarter versus a similar net loss of $4.8 million, or $(0.31) per share, in the same period last year.
  • The Company ended the second quarter of 2019 with a backlog at $144.1 million, securing orders of $4.4 million for Power-to-Gas systems, fueling stations, industrial gas applications and mobility systems. Order backlog movement during the second quarter (in $ millions) was as follows:
 March 31, 
2019 backlog
Orders ReceivedFXOrders Delivered/ Revenue RecognizedJune 30, 
2019 backlog
OnSite Generation$  40.0$  3.5$   0.1$  7.6$  36.0
Power Systems 110.0 0.9 - 2.8 108.1
Total$  150.0$  4.4$  0.1$  10.4$  144.1
  • Of the above backlog of $144.1 million, the Company expects to recognize $59.9 million in the following 12 months as revenue. In addition, revenue for the year ending December 31, 2019 will also include orders both received and delivered during the balance of 2019.


  1. Cash operating costs are defined as the sum of SG&A and R&D, less amortization and depreciation, and stock-based compensation expense inclusive of compensation costs indexed to the Company’s share price. This is a non-IFRS measure and may not be comparable to similar measures used by other companies. Management uses this measure as a rough estimate of the amount of fixed costs to operate the Corporation and believes this is a useful measure for investors for the same purpose.
  1. Adjusted EBITDA is defined as net loss excluding stock-based compensation (both cash settled long term compensation indexed to share price and share based compensation), other finance income and expenses, depreciation and amortization. These items are considered by management to be outside of Hydrogenics’ ongoing operational results.  Adjusted EBITDA is a non-IFRS measure and may not be comparable to similar measures used by other companies.

Conference Call Details
Hydrogenics will hold a conference call at 10:00 a.m. EDT on August 12, 2019 to review the second quarter results. The telephone number for the conference call is (877) 307-1373 or, for international callers, (678) 224-7873.  A live webcast of the call will also be available on the company's website, www.hydrogenics.com.

An archived copy of the conference call and webcast will be available on the company's website, www.hydrogenics.com, approximately six hours following the call. 

About Hydrogenics
Hydrogenics Corporation is a world leader in engineering and building the technologies required to enable the acceleration of a global power shift. Headquartered in Mississauga, Ontario, Hydrogenics provides hydrogen generation, energy storage and hydrogen power modules to its customers and partners around the world. Hydrogenics has manufacturing sites in Germany, Belgium and Canada and service centers in Russia, Europe, the US and Canada.

Forward-looking Statements
This release contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, and under applicable Canadian securities law. These statements are based on management’s current expectations and actual results may differ from these forward-looking statements due to numerous factors, including: the failure to obtain necessary approvals or satisfy the conditions to closing the Transaction, including the requisite approval from the Shareholders at the special meeting of Shareholders to be held on August 29, 2019; the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement in respect of the Transaction; material adverse changes in the business or affairs of Hydrogenics; either party’s failure to consummate the Transaction when required; our inability to increase our revenues or raise additional funding to continue operations, execute our business plan, or to grow our business; inability to address a slow return to economic growth, and its impact on our business, results of operations and consolidated financial condition; our limited operating history; inability to implement our business strategy; fluctuations in our quarterly results; failure to maintain our customer base that generates the majority of our revenues; currency fluctuations; failure to maintain sufficient insurance coverage; changes in value of our goodwill; failure of a significant market to develop for our products; failure of hydrogen being readily available on a cost-effective basis; changes in government policies and regulations; failure of uniform codes and standards for hydrogen fueled vehicles and related infrastructure to develop; liability for environmental damages resulting from our research, development or manufacturing operations; failure to compete with other developers and manufacturers of products in our industry; failure to compete with developers and manufacturers of traditional and alternative technologies; failure to develop partnerships with original equipment manufacturers, governments, systems integrators and other third parties; inability to obtain sufficient materials and components for our products from suppliers; failure to manage expansion of our operations; failure to manage foreign sales and operations; failure to recruit, train and retain key management personnel; inability to integrate acquisitions; failure to develop adequate manufacturing processes and capabilities; failure to complete the development of commercially viable products; failure to produce cost-competitive products; failure or delay in field testing of our products; failure to produce products free of defects or errors; inability to adapt to technological advances or new codes and standards; failure to protect our intellectual property; our involvement in intellectual property litigation; exposure to product liability claims; failure to meet rules regarding passive foreign investment companies; actions of our significant and principal shareholders; dilution as a result of significant issuances of our common shares and preferred shares; inability of US investors to enforce US civil liability judgments against us; volatility of our common share price; and dilution as a result of the exercise of options. Readers should not place undue reliance on Hydrogenics’ forward-looking statements. Investors are encouraged to review the section captioned “Risk Factors” in Hydrogenics’ regulatory filings with the Canadian securities regulatory authorities and the US 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 obligation 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 paragraph.

Hydrogenics Contacts:

Marc Beisheim, Chief Financial Officer
Hydrogenics Corporation
(905) 361-3660

Chris Witty
Hydrogenics Investor Relations
(646) 438-9385

Reconciliation of Cash Operating Costs to Operating Costs and Adjusted EBITDA to Net Loss
(in thousands of US dollars)

Cash operating costs

 Three months ended
June 30,
Six months ended
June 30,

  2019  2018   2019  2018  
Selling, general and administrative expenses$ 4,476  $3,024 $8,583  $5,860 
Research and product development expenses 1,695   1,880   3,504   3,961 
Total operating costs$ 6,171  $4,904 $ 12,087  $9,821 
Less: Amortization and depreciation   (366) (89)  (599) (192)
Less: Loss on disposal of assets    (2) (3)    (4) (6)
Less: DSUs recovery (expense)   (971) 62    (1,433) 388 
Less: Stock-based compensation expense     (151) (243)     (387) (465)
Cash operating costs$ 4,681  $4,631 $  9,664  $9,546 

Adjusted EBITDA

 Three months ended
June 30
Six months ended
June 30,
  2019  2018  2019  2018 
Net loss$(4,766)$(4,801)$(7,413)$(6,755)
Loss (gain) from joint ventures (21)  1,492   (26) 1,561 
Finance loss (income), net (31) 506  580   412 
Income tax expense   –    –   –   300 
Amortization and depreciation 417   175  797   352 
DSUs expense (recovery) 971   (62) 1,433   (388)
Stock-based compensation expense  151   243  387   465 
Adjusted EBITDA$(3,279)$(2,447)$(4,242)$(4,053)

Hydrogenics Corporation
Condensed Interim Consolidated Balance Sheets
 (in thousands of US dollars)

June 30,
  December 31,
Current assets    
Cash and cash equivalents$ 16,741 $ 7,561 
Restricted cash  769   935 
Trade and other receivables   8,022   6,728 
Contract assets  3,789   4,534 
Inventories  18,940   17,174 
Prepaid expenses  2,008   1,960 
   50,269   38,892 
Non-current assets    
Restricted cash  225   241 
Contract assets  2,795   1,689 
Investment in joint ventures  1,731   1,644 
Right-of-use assets  3,521   – 
Property, plant and equipment  2,846   2,867 
Intangible assets  200   232 
Goodwill  4,332   4,359 
   15,650   11,032 
Total assets$ 65,919 $ 49,924 
Current liabilities    
Trade and other payables$ 8,628 $ 9,068 
Contract liabilities  13,870   14,581 
Financial liabilities  6,121   3,359 
Provisions  1,867   2,041 
Deferred funding  1,888   1,744 
   32,374   30,793 
Non-current liabilities    
Other liabilities  7,632   5,711 
Contract liabilities  642   1,420 
Provisions  799   810 
Deferred funding  179   229 
    9,252   8,170 
Total liabilities  41,626   38,963 
Share capital  408,456   387,911 
Contributed surplus  20,940   20,717 
Accumulated other comprehensive loss  (2,704)  (2,681)
Deficit   (402,399)  (394,986)
Total equity  24,293   10,961 
Total equity and liabilities$ 65,919 $ 49,924 

Hydrogenics Corporation
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
(in thousands of US dollars, except share and per share amounts)

 Three months endedSix months ended
 June 30,June 30,
    2019    2018    2019    2018 
Revenues$ 10,455 $ 7,609 $ 18,539 $ 15,756 
Cost of sales  9,102   5,508   13,311   10,417 
Gross profit  1,353   2,101   5,228   5,339 
Operating expenses        
Selling, general and administrative expenses  4,476   3,024   8,583   5,860 
Research and product development expenses  1,695   1,880   3,504   3,961 
   6,171   4,904   12,087   9,821 
Loss from operations  (4,818)  (2,803)  (6,859)  (4,482)
Gains (losses) from joint ventures  21   (1,492)  26   (1,561)
Finance income (loss)        
Interest expense, net  (288) (372)  (572)  (753)
Foreign currency gains (losses), net  182    (177)  (19)  42 
Other finance gains, net  137    43   11    299 
Finance income (loss), net  31   (506)  (580)  (412)
Loss before income taxes  (4,766)  (4,801)  (7,413)  (6,455)
Income tax expense  –   –   –   300 
Net loss for the period  (4,766)  (4,801)  (7,413)  (6,755)
Items that may be reclassified subsequently to net loss:        
Exchange differences on translating foreign operations  157   (887)  (23)  (558)
Comprehensive loss for the period$ (4,609)$ (5,688)$ (7,436)$ (7,313)
Net loss per share        
Basic and diluted$ (0.25)$ (0.31)$ (0.40)$ (0.44)
Weighted average number of common shares outstanding, basic and diluted18,999,286 15,440,888 18,542,928 15,438,894 

Hydrogenics Corporation
Condensed Interim Consolidated Statements of Cash Flows
(in thousands of US dollars)

 Three months ended
 Six months ended
 June 30,
 June 30, 
   2019   2018   2019   2018 
Cash and cash equivalents provided by (used in):            
Operating activities            
Net loss for the period$ (4,766)$(4,801)$ (7,413)$ (6,755)
Decrease (increase) in restricted cash  (145) (266)  178   (279)
Items not affecting cash:            
Loss on disposal of property, plant and equipment  2  3   4   6 
Amortization and depreciation  417  175   797   352 
Gain from change in fair value of warrants  (137) (70)  (11)  (356)
Unrealized foreign exchange loss (gain)  89  (179)  119   (203)
Losses (gains) from joint ventures  (21) 1,492   (26)  1,561 
Accreted interest and fair value adjustment  254  413   614   857 
Stock-based compensation  151  243   387   465 
Stock-based compensation – DSUs  971  (62)  1,433   (388)
Net change in non-cash operating assets and liabilities  (507) (1,416)  (4,687)  (859)
Cash used in operating activities  (3,692) (4,468)  (8,605)  (5,599)
Investing activities            
Purchase of property, plant and equipment (148) (101)  (332)  (335)
Receipt (repayment) of government funding   974   (974)  974 
Purchase of intangible assets (2) (1)  (10)  (1)
Cash provided by (used in) investing activities (150) 872   (1,316)  638 
Financing activities            
Proceeds from common shares issued and stock options exercised, net of issuance costs 21  1   20,381   1 
Principal repayments of long-term debt (500) (500)  (500)  (750)
Interest payments (286) (286)  (330)  (582)
Lease payments (199)    (379)  – 
Repayment of operating borrowings      –   (1,193)
Cash provided by (used in) financing activities (964) (785)  19,172   (2,524)
Increase (decrease) in cash and cash equivalents during the period (4,806) (4,381) 9,251   (7,485)
Cash and cash equivalents – Beginning of period 21,531  18,482  7,561   21,511 
Effect of exchange rate fluctuations on cash and cash equivalents held   16  (254)  (71)  (179)
Cash and cash equivalents – End of period$16,741 $13,847 $ 16,741 $13,847