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): May 16, 2019
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.) |
3010 LBJ Freeway, Suite 1200, Dallas, Texas 75234
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 888-6009
Copy of correspondence to:
James M. Turner, Esq.
Marc J. Ross, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37 th 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 ☒
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
| Item 2.02 | Results of Operations and Financial Condition. |
On May 16, 2019, H/Cell Energy Corporation announced its operating results for the fiscal quarter ended March 31, 2019. 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 May 16, 2019, 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: May 16, 2019 | By: | /s/ MATTHEW HIDALGO |
| Matthew Hidalgo | ||
| Chief Financial Officer | ||
| 3 |
Exhibit 99.01
H/Cell Energy Reports FY2019 First Quarter Financial Results
Dallas, TX, May 16, 2019 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (“HCCC”), a company that designs and implements clean energy solutions featuring hydrogen and fuel cell technology, has announced financial results for its first quarter ended March 31, 2019.
For the three months ended March 31, 2019, HCCC generated revenue of $1,704,273 and a net loss of $143,638 which includes $111,153 of non-cash charges that do not affect the cash flow performance or working capital of HCCC. This amounts to a $(0.02) per share loss. Comparatively, for the first quarter ended March 31, 2018, HCCC generated $1,726,324 and a net loss of $110,969 which included $53,001 of non-cash charges. This also amounted to a $(0.02) per share loss.
Andrew Hidalgo, CEO of HCCC, commented, “The first quarter is typically our slowest quarter of the year however, the subsidiaries were profitable and performed well. Excluding non-cash charges that do not affect the cash flow performance or working capital of HCCC, the company posted a small operational loss for the quarter due to among other corporate expenses, the cost of the year-end audit. The balance of the year projections are strong and we have increased our overall bid list from $27 million in the previous quarter to $33 million this quarter, which indicates that activity is rising. We believe our goal of maintaining consistent operational profitability, exclusive of non-cash charges, is within reach and we also believe that the market for advanced clean energy solutions continues to expand in opportunity due to lower cost and more efficient technology. Lastly, we feel our financial condition remains solid with $328,439 in cash and $3,659,042 in assets as of March 31, 2019. We look forward to delivering improved results in the quarters ahead.”
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.
Contact:
H/Cell Energy Corporation
Investor Relations
3010 LBJ Freeway, Suite 1200
Dallas, Texas 75234
972-888-6009 USA
H/CELL ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2019 | December 31, 2018 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 328,439 | $ | 359,134 | ||||
| Accounts receivable | 937,897 | 1,087,381 | ||||||
| Prepaid expenses | 18,772 | 16,282 | ||||||
| Current right-of-use (ROU) asset | 92,269 | - | ||||||
| Costs and earnings in excess of billings | 48,052 | 45,478 | ||||||
| Total current assets | 1,425,429 | 1,508,275 | ||||||
| Property and equipment, net | 494,491 | 476,436 | ||||||
| Security deposits and other non-current assets | 38,992 | 32,530 | ||||||
| Deferred tax asset | 50,000 | 50,000 | ||||||
| Customer lists, net | 78,524 | 83,645 | ||||||
| ROU asset | 167,985 | - | ||||||
| Other long term asset | 30,000 | - | ||||||
| Goodwill | 1,373,621 | 1,373,621 | ||||||
| Total assets | $ | 3,659,042 | $ | 3,524,507 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 695,997 | $ | 891,354 | ||||
| Earn-out payable | 195,132 | 190,736 | ||||||
| Billings in excess of costs and earnings | 41,881 | 195,331 | ||||||
| Sales and withholding tax payable | 54,071 | 59,857 | ||||||
| Current equipment notes payable | 32,052 | 38,991 | ||||||
| Current operating lease liability | 92,269 | - | ||||||
| Current finance lease payable | 72,510 | 65,265 | ||||||
| Current convertible notes payable – related party, net of discounts | 257,659 | - | ||||||
| Income tax payable | 32,259 | 48,643 | ||||||
| Total current liabilities | 1,473,830 | 1,490,177 | ||||||
| Noncurrent liabilities | ||||||||
| Line of credit | 172,715 | 28,359 | ||||||
| Lease operating liability | 167,985 | - | ||||||
| Finance leases | 306,163 | 232,876 | ||||||
| Equipment notes payable | 65,779 | 121,038 | ||||||
| Convertible notes payable – related party, net of discounts | 61,609 | 29,122 | ||||||
| Total noncurrent liabilities | 774,251 | 411,395 | ||||||
| Total liabilities | 2,248,081 | 1,901,572 | ||||||
| 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;
7,621,024 and 7,586,024 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively |
762 | 758 | ||||||
| Additional paid-in capital | 2,896,524 | 2,983,476 | ||||||
| Accumulated deficit | (1,429,402 | ) | (1,285,764 | ) | ||||
| Accumulated other comprehensive loss | (56,923 | ) | (75,535 | ) | ||||
| Total stockholders’ equity | 1,410,961 | 1,622,935 | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 3,659,042 | $ | 3,524,507 | ||||
H/CELL ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - AND OTHER COMPREHENSIVE INCOME
(UNAUDITED)
| For the Three Months Ended March 31, | ||||||||
| 2019 | 2018 | |||||||
| Revenue | ||||||||
| Construction income | $ | 1,704,273 | $ | 1,694,535 | ||||
| Related party | - | 31,789 | ||||||
| Total revenue | 1,704,273 | 1,726,324 | ||||||
| Cost of goods sold | ||||||||
| Direct costs | 1,196,438 | 1,209,413 | ||||||
| Direct costs – related party | - | 31,617 | ||||||
| Total cost of goods sold | 1,196,438 | 1,241,030 | ||||||
| Gross profit | 507,835 | 485,294 | ||||||
| Operating expenses | ||||||||
| General and administrative expenses | 607,052 | 555,184 | ||||||
| Management fees – related party | 19,500 | 19,500 | ||||||
| Total operating expenses | 626,552 | 574,684 | ||||||
| Loss from operations | (118,717 | ) | (89,390 | ) | ||||
| Other expenses | ||||||||
| Interest expense | 1,833 | 3,946 | ||||||
| Interest expense – related party | 36,095 | 14,215 | ||||||
| Change in fair value earn-out | 4,396 | - | ||||||
| (Gain) loss on fixed asset disposal | (17,403 | ) | 3,418 | |||||
| Total other expenses | 24,921 | 21,579 | ||||||
| Income tax provision | - | - | ||||||
| Net loss | $ | (143,638 | ) | $ | (110,969 | ) | ||
| Other comprehensive income (loss), net | ||||||||
| Foreign currency translation adjustment | 18,612 | (10,259 | ) | |||||
| Comprehensive loss | $ | (125,026 | ) | $ | (121,228 | ) | ||
| Loss per share | ||||||||
| Basic | $ | (0.02 | ) | $ | (0.02 | ) | ||
| Diluted | $ | (0.02 | ) | $ | (0.02 | ) | ||
| Weighted average common shares outstanding | ||||||||
| Basic | 7,593,413 | 7,486,024 | ||||||
| Diluted | 7,593,413 | 7,486,024 | ||||||