SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[Mark One]
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission file number 1-14204
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FUELCELL ENERGY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 06-0853042
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3 GREAT PASTURE ROAD, DANBURY, CONNECTICUT 06813
-----------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (203) 825-6000
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(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the Registrant's Common Stock, par value
$.0001, as of June 12, 2000 was 7,684,731.
<PAGE>
FUELCELL ENERGY, INC
FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Unaudited Consolidated Condensed
Financial Statements:
Consolidated Condensed Balance Sheets as of 2
April 30, 2000 and October 31,1999
Consolidated Condensed Statements of Operations 3
for the three months ended April 30, 2000
and April 30, 1999
Consolidated Condensed Statements of Operations 4
for the six months ended April 30, 2000
and April 30, 1999
Consolidated Condensed Statements of Cash Flows 5
for the six months ended April 30, 2000
and April 30, 1999
Notes to Unaudited Consolidated Condensed 6
Financial Statements
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 13
Market Risk
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FUELCELL ENERGY, INC.
Consolidated Condensed Balance Sheets
(Dollars in thousands)
(Unaudited)
APRIL 30, OCTOBER 31,
2000 1999
----------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 64,486 6,163
Accounts receivable 2,113 2,332
Inventories 311 1,204
Deferred income taxes 291 291
Other current assets 602 405
----------- ------------
Total current assets 67,803 10,395
Property, plant and equipment, net 6,789 7,195
Other assets, net 1,996 2,241
----------- ------------
TOTAL ASSETS $ 76,588 19,831
=========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 150 341
Accounts payable 738 484
Accrued liabilities 2,376 1,787
Deferred license fee income 188 29
Advance from vendors 574 550
----------- ------------
Total current liabilities 4,026 3,191
LONG-TERM LIABILITIES:
Long-term debt 1,550 1,625
----------- ------------
Total liabilities 5,576 4,816
----------- ------------
Minority interest 197 200
----------- ------------
COMMON SHAREHOLDERS' EQUITY:
Common stock, ($.0001 par value); 20,000,000
shares authorized: 7,680,257 and 6,325,831
shares issued and outstanding at April 30,
2000 and October 31 1999, respectively 1 --
Additional paid-in capital 71,844 14,142
Retained earnings (1,030) 673
----------- ------------
Total shareholders' equity 70,815 14,815
----------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 76,588 19,831
=========== ============
See notes to consolidated condensed financial statements
2
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FUELCELL ENERGY, INC.
Consolidated Condensed Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended April 30,
2000 1999
------------ ------------
Revenues:
Research and development contracts $ 3,986 4,977
Product sales and revenues 950 811
------------ ------------
Total revenues 4,936 5,788
Costs and expenses:
Cost of product sales and revenues 1,313 524
Administrative and selling expenses 1,774 2,140
Depreciation 380 331
Research and development (a) 3,353 3,366
------------ ------------
Total costs and expenses 6,820 6,361
------------ ------------
Loss from operations (1,884) (573)
License fee income, net 67 77
Interest expense (33) (39)
Interest and other income, net 139 44
------------ ------------
Loss before provision for
income taxes (1,711) (491)
Provision for income taxes - 282
Minority interest loss 3 -
------------ ------------
Net loss $ (1,708) (773)
============ ============
Loss per share:
Basic loss per share $ (0.26) (0.12)
============ ============
Basic shares outstanding 6,537,729 6,246,047
============ ============
Diluted loss per share: $ (0.26) (0.12)
============ ============
Diluted shares outstanding 6,537,729 6,246,047
============ ============
(a) Includes costs of:
Research and development under contracts $ 2,761 3,029
Research and development costs 592 337
------------ ------------
$ 3,353 3,366
============ ============
See notes to consolidated condensed financial statements
3
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FUELCELL ENERGY, INC.
Consolidated Condensed Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
Six Months Ended April 30,
2000 1999
------------ ------------
Revenues:
Research and development contracts $ 7,487 11,137
Product sales and revenues 1,049 935
------------ ------------
Total revenues 8,536 12,072
Costs and expenses:
Cost of product sales and revenues 1,416 605
Administrative and selling expenses 2,444 3,501
Depreciation 765 661
Research and development (a) 5,886 8,463
------------ ------------
Total costs and expenses 10,511 13,230
------------ ------------
Loss from operations (1,975) (1,158)
License fee income, net 130 61
Interest expense (70) (92)
Interest and other income, net 211 109
------------ ------------
Loss before provision for
income taxes (1,704) (1,080)
Provision for income taxes 2 41
Minority interest loss 3 -
------------ ------------
Net loss $ (1,703) (1,121)
============ ============
Loss per share:
Basic loss per share $ (0.27) (0.18)
============ ============
Basic shares outstanding 6,434,787 6,221,915
============ ============
Diluted loss per share: $ (0.27) (0.18)
============ ============
Diluted shares outstanding 6,434,787 6,221,915
============ ============
(a) Includes costs of:
Research and development under contracts $ 4,623 7,303
Research and development costs 1,263 1,160
------------ ------------
$ 5,886 8,463
============ ============
See notes to consolidated condensed financial statements
4
<PAGE>
FUELCELL ENERGY, INC.
Consolidated Condensed Statements of Cash Flows
For the Six Months Ended April 30,
(Dollars in thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
2000 1999
----------------- ----------------
Cash flows from operating activities:
Net loss $ (1,703) (1,121)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Compensation for options granted 67 67
Depreciation and amortization 970 865
(Loss) on disposal of property 40 -
Minority interest income (loss) (3) -
Changes in operating assets and liabilities:
Accounts receivable 219 (317)
Inventories 893 (59)
Other current assets (197) 434
Accounts payable 254 (183)
Accrued liabilities 589 251
Advances from vendors 24 302
Deferred license fee income 159 175
----------------- ----------------
Net cash used in operating activities 1,312 414
----------------- ----------------
Cash flows from investing activities:
Capital expenditures (401) (335)
Payments on other assets 42 (3)
----------------- ----------------
Net cash used in investing activities (359) (338)
----------------- ----------------
Cash flows from financing activities:
Transfer of minority interest to Evercel, Inc. - (3,082)
Repayments of debt (266) (371)
Common stock issued 57,536 72
----------------- ----------------
Net cash provided by (used) in financing activities 57,270 (3,381)
----------------- ----------------
Net increase (decrease) in cash and cash equivalents 58,223 (3,305)
----------------- ----------------
Cash and cash equivalents-beginning of period 6,163 10,304
Cash and cash equivalents-end of period $ 64,486 6,999
================= ================
Supplemental disclosure of cash paid during the period for:
Interest $ 60 92
Income taxes $ 41 100
Other non cash transactions:
Conversion of convertible preferred stock - 600
Net assets transferred to Evercel, Inc. - 669
</TABLE>
See notes to consolidated condensed financial statements
5
<PAGE>
FUELCELL ENERGY, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
NOTE 1: NATURE OF THE BUSINESS
FuelCell Energy, Inc. formerly Energy Research Corporation (the "Company") was
founded in 1969 to develop fuel cells and specialized batteries. These efforts
resulted in the Company obtaining various patents and expertise in
electrochemical technologies. Since 1983, the Company has concentrated on
developing products availing itself of substantial funding from the United
States Department of Energy ("DOE"), the United States Department of Defense
("DOD"), and other outside sources such as MTU-Friedrichshafen GmbH ("MTU"), a
subsidiary of DaimlerChrysler. The Company has developed the Direct
FuelCell(Trade Mark), which it believes has significant advantages in terms of
fuel efficiency and cost over competing fuel cell technologies for the
stationary power generation market. The Company has also entered into strategic
alliances with federal and municipal agencies, MTU, Marubeni Corporation of
Japan, and Bath Iron works to help develop, site, test, market and distribute
the Companies fuel cells worldwide. In addition to providing research and
development under contracts, the Company is currently in the process of
commercializing its Direct FuelCell technology and expects to incur losses as
we expand our product development, commercialization program and manufacturing
operations.
NOTE 2: BASIS OF PRESENTATION
The accompanying consolidated condensed financial statements of the Company are
unaudited and have been prepared in accordance with generally accepted
accounting principles. The financial statements as of October 31, 1999, have
been derived from audited financial statements. Certain information and footnote
disclosure normally included in the Company's annual consolidated financial
statements have been condensed or omitted. The interim consolidated financial
statements, in the opinion of management, reflect all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the financial
position of the Company as of April 30, 2000 and the results of operations for
the three and six months ended April 30, 2000 and 1999 and cash flows for such
six month periods have been included. Certain prior year amounts have been
reclassified to be consistent with the current year presentation.
The results of operations for the three and six months ended April 30, 2000 and
1999 are not necessarily indicative of the results to be expected for the full
year. The reader should supplement the information in this document with prior
disclosures in the Company's 1999 Annual Report on Form 10-K/A.
On November 16, 1999, the Company paid a stock dividend of one additional share
of common stock for every two shares of the Company's common stock held on
November 1, 1999, the record date. All per share data and the number of shares
of common stock have been adjusted retroactively to give effect to the stock
dividend.
In accordance with the License Assistance Agreement between the Company and
Evercel, Inc. ("Evercel"), Evercel has agreed to provide all services and
assistance necessary to effectively fulfill on behalf of the Company all of the
Company's obligations under the joint venture contract for Xiamen Three
Circles--ERC Battery Corp., Ltd. (the "Joint Venture") and the related license
agreement until such time as the Company obtains the approval from the Chinese
partner and appropriate Chinese governmental authority for the assignment of
such agreements to Evercel. In return for such assistance, the Company will pay
to Evercel or Evercel will pay to the Company an amount equal to the sum of all
money, dividends, profits, reimbursements, distributions and payments actually
paid to the Company or paid by the Company in cash or in kind or otherwise
accruing to the Company pursuant to the Joint Venture contract and related
license agreement.
6
<PAGE>
NOTE 3: ADDITIONAL BOARD MEMBER
On March 31, 2000, the Company named Thomas R. Casten to the Company's board of
directors. Mr. Casten has served as CEO and president of Trigen Energy
Corporation from 1980 to 1999 and is the author of "Turning off the
Heat"(Prometheus Press, October 1998)
7
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FUELCELL ENERGY, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
CONTINUED
NOTE 4: NET LOSS PER SHARE
Basic and diluted loss per share are calculated based upon the provisions of
SFAS 128, adopted in 1998, using the following data:
THREE MONTHS SIX MONTHS
ENDED APRIL 30, ENDED APRIL 30,
2000 1999 2000 1999
---- ---- ---- ----
Weighted average basic
Common Shares 6,537,729 6,246,047 6,434,787 6,221,915
Effect of dilutive securities
Stock options - - - -
Weighted Average Basic
Common Shares Adjusted
for diluted calculation 6,537,729 6,246,047 6,434,787 6,221,915
The computation of diluted loss per share for the second quarter and year to
date follows the basic calculation since common stock equivalents were
antidilutive. The weighted average number of options outstanding for the six
months ended April 30, 2000 and 1999 was 818,162 and 549,528 respectively.
NOTE 5: SUBSEQUENT EVENTS
On June 7, 2000, the Company's common stock began trading on the NASDAQ National
Market under the ticker symbol FCEL. The stock formerly traded on the American
Stock Exchange under the symbol FCL.
8
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the accompanying
Condensed Financial Statements and Notes thereto included within this report,
and our audited financial statements and notes thereto included in our Annual
Report on From 10-K/A for the fiscal year end October 31, 1999. In addition to
historical information, this Form 10-Q and the following discussion contain
forward looking statements, including statements regarding the Company's plans
and expectations regarding the development and commercialization of its fuel
cell technology. Our actual results could differ materially from those
projected. Factors that could cause such a difference are included but not
limited to, those set forth under the caption "Risk Factors" in our Annual
Report on Form 10K/A filed for the fiscal year ended October 31, 1999.
RESULTS OF OPERATIONS
COMPARISON THREE MONTHS ENDED APRIL 30, 2000 AND APRIL 30, 1999
Revenues decreased 15% to $4,936,000 in the second quarter of 2000 from
$5,788,000 for the same period in the last year. The decrease was due to reduced
activities on our research and development contracts amounting to $991,000.
Product sales and revenues increased $139,000 due to $551,000 in revenue from a
demonstration project awarded in the quarter which was partially offset by
reduced revenues from shipments of fuel cell stacks to MTU. For the remainder of
the fiscal year, we expect research and development contract and product sales
revenues to increase as the DOE Cooperative Agreement, Navy Phase II contract,
and demonstration revenues increase.
Cost of product sales and revenues increased 151% to $1,313,000 in the second
quarter of 2000 from $524,000 in the same period last fiscal year. The increase
was due to the recognition of costs associated with the demonstration project
awarded in the quarter. We anticipate that costs of demonstration projects will
exceed demonstration project revenues.
Administrative and selling expense decreased 17% to $1,774,000 in the second
quarter of 2000 from $2,140,000 in the same period last year. This decrease was
due to the reduction of funding under the Cooperative Agreement and the
associated February 1999 staffing reduction, and legal and professional fees
associated with the spin-off of Evercel in February 1999. Depreciation increased
15% to $380,000 in the second quarter of 2000 from $330,000 in the same period
last year as a result of capital additions.
Total research and development expense remained relatively unchanged from period
to period.
Income from operations resulted in a loss of $1,884,000 in the second quarter of
2000 compared to a loss of $573,000 in the same period last year. The increased
loss was due to costs, associated with the demonstration project awarded in the
second quarter and the incurring of certain unallowable government contracting
costs associated with the raising of capital in the second quarter. The Company
expects that, as the Company continues to accelerate its efforts to
commercialize and demonstrate its fuel cell technology, costs will exceed
revenues for the year.
License fee and royalty income, net, resulted in $67,000 of income in the second
quarter of 2000 compared to $77,000 in the same period last year.
9
<PAGE>
Interest expense decreased to $33,000 in the second quarter of 2000 from $39,000
in the same period last year. The decrease is attributable to the reduction of
the indebtedness of the Company.
Interest and other income, net, increased to $139,000 in the second quarter of
2000 from $44,000 in the same period last year. The increase is a result of cash
from the secondary offering being invested for ten days of the quarter.
The Company did not recognize a tax provision or benefit in the current quarter.
The Company believes that, due to its efforts to commercialize its Direct
Fuelcell technology, it will incur losses, which will result in no tax benefit
for the fiscal year.
RESULTS OF OPERATIONS
COMPARISON SIX MONTHS ENDED APRIL 30, 2000 AND APRIL 30, 1999
Revenues decreased 29% to $8,536,000 in the 2000 period from $12,072,000 in the
1999 period. The decrease was due to reduced activities on our research and
development contracts amounting to $2,450,000, and a $1,200,000 contract with
MTU that shipped in January 1999. Product sales and revenues increased $114,000
due to revenue from a demonstration project awarded in the second quarter.
Cost of product sales and revenues increased 134% to $1,416,000 in the 2000
period from $605,000 in the 1999 period. The increase was due to the recognition
of costs associated with the new demonstration project.
Administrative and selling expense decreased 30% to $2,444,000 in the 2000
period from $3,501,000 in the 1999 period. This decrease was due to the February
1999 staffing reduction, and legal and professional fees incurred with the
spin-off of Evercel in February 1999. Depreciation increased 16% to $765,000 in
the 2000 period from $661,000 in the 1999 period.
Total research and development decreased 31% to $5,886,000 in the 2000 period
from $8,463,000 in the 1999 period. Costs associated with research and
development under contracts decreased 37% on lower volume. Costs associated with
research and development efforts to commercialize our fuel cell technology
increased compared to the 1999 period which included battery development costs
of Evercel, Inc., until the February 1999 spin-off.
Income from operations resulted in a loss of $1,975,000 in the 2000 period
compared to a loss of $1,158,000 in the 1999 period. The increased loss was due
to costs incurred on the demonstration project awarded in the second quarter and
certain unallowable government contracting costs associated with the raising of
capital.
License fee and royalty income, net, resulted in $130,000 of income in the 2000
period compared to $61,000 in the same period last year. Lower net license fee,
royalty income and related costs in 1999 was the result of the Chinese license
agreement and the Xiamen joint venture which was transferred to Evercel, Inc. as
part of the February 1999 spin-off.
Interest expense decreased to $70,000 in the 2000 period from $92,000 in the
1999 period. The decrease is attributable to the reduction of the indebtedness
of the Company.
Interest and other income, net, increased to $211,000 in the 2000 period from
$109,000 in the 1999 period. The increase is a result of cash from the secondary
offering being invested for ten days of the second quarter.
10
<PAGE>
The Company believes that, due to its efforts to commercialize its Direct
Fuelcell technology, it will incur losses, which will result in no tax benefit
for the fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations are funded primarily through cash generated from
operations, borrowings, and sales of equity. Cash from operations includes
revenue from government contracts and cooperative agreements, demonstration
projects, license fees, interest income and sales of fuel cell components
primarily to MTU.
At April 30, 2000 the Company had working capital of $63,777,000 including
$64,486,000 of cash and cash equivalents, compared to working capital of
$7,204,000 including $6,163,000 of cash and cash equivalents at October 31,
1999. The increase in working capital is due primarily to the increase in cash
and cash equivalents as the Company raised net proceeds of $57,565,000 after
$3,535,000 of underwriting discounts, commissions, fees, and other expenses in
April 2000 from the sale of 1,300,000 shares of common stock. During the six
months ended April 30, 2000, the Company acquired $401,000 in fixed assets and
repaid $266,000 of debt.
At April 30, 2000, the Company had $1,700,000 of debt. This credit facility is
scheduled to be paid in monthly installments of $13,000 plus interest and the
remaining balance due in a balloon payment of $1,500,000 in June 2001. The
Company has been approved for a $4,000,000 loan from the Connecticut Development
Authority that will be used to purchase equipment for the manufacturing
facility.
The proceeds from the sale of common stock will be used to support the
commercialization of the Company's Direct FuelCell(Trade Mark) products.
Proceeds will be used to purchase additional manufacturing equipment as well as
for general corporate purposes including research and development, field trial
support and working capital.
The Company plans to initially increase manufacturing capacity to 50MW per year
which will require approximately $16,000,000 to be spent on equipment and
facilities during the remainder of 2000 and the beginning of 2001. Additional
capacity will continue to be added incrementally as demand for Direct
FuelCell(Trade Mark) products increases.
In addition to increasing manufacturing capacity, proceeds will be used for
general corporate purposes including research and development, field trial
support and working capital. Working capital requirements will consist primarily
of increases in inventory as additional demonstrations of Direct FuelCell(Trade
Mark) products are conducted and material purchases increase. Proceeds will also
be used to support the cost of early field trials and demonstration projects
that will likely exceed revenue from these projects.
In December 1994, the Company entered into a Cooperative Agreement with the DOE
pursuant to which the DOE agreed to provide funding to the Company over the next
five years to support the continued development and improvement of the Company's
commercial product. The current aggregate dollar amount of that contract is
$144,000,000 with the DOE providing $95,000,000 in funding. The balance of the
funding is expected to be provided by the Company, the Company's partners or
licensees, other private agencies and utilities. Approximately 90% of the
non-DOE portion has been committed or credited to the project in the form of
in-kind or direct cost share from non-U.S. government sources. This agreement
has been funded through 2000 and although not yet formally approved, we have
submitted a proposal to the DOE to extend this agreement for three additional
years and to provide us with funding of $40,000,000 over this period.
11
<PAGE>
In addition to the DOE Cooperative Agreement, the Company has received a
$3,125,000 cost-shared contract under the Vision 21 program and a $16,500,000
cost-shared contract from the U.S. Navy to demonstrate a marine fuel cell power
plant operating on diesel fuel.
12
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE EXPOSURE
The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's investment portfolio and long term debt obligations.
The investment portfolio includes high quality investment grade short-term money
market instruments with a liquidity factor of three months or less. Cash is
invested overnight with high credit quality financial institutions. The
Company's notes payable expire in 2000 and 2001. Based on the Company's overall
interest exposure, including all interest rate sensitive instruments, a
near-term change in interest rate movements would not materially affect the
consolidated results of operations or financial position of the Company.
13
<PAGE>
PART II OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The FuelCell Energy, Inc. Annual Shareholders' Meeting was held on March 22,
2000.
The meeting involved an election of the following directors to hold office until
the next annual meeting of shareholders. All of the directors on the slate were
elected.
Jerry D. Leitman Bernard S. Baker Hansraj C. Maru
Christopher R. Bentley Thomas L. Kempner Warren D. Bagatelle
Michael Bode James D. Gerson William A. Lawson
John A. Rolls
The results of the voting were as follows:
ELECTION OF DIRECTORS
VOTES VOTES
NAME OF DIRECTOR FOR WITHHELD
Jerry D. Leitman 4,158,390 4,012
Bernard S. Baker 4,158,990 3,412
Hansraj C. Maru 4,157,940 4,462
Christopher R. Bentley 4,157,940 4,462
Thomas L. Kempner 4,159,440 2,962
Warren D. Bagatelle 4,159,440 2,962
Michael Bode 4,159,440 2,962
James D. Gerson 4,158,990 3,412
William A. Lawson 4,159,440 2,962
John A. Rolls 4,159,440 2,962
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT INDEX
(A) EXHIBIT DESCRIPTION
EXHIBIT NO.
27 Financial Data Schedule
10.55 Lease Agreement dated March 8, 2000 between the Company and Technology
Park Associates, L.L.C.
(B) REPORTS ON FORM 8-K
None
14
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
FUELCELL ENERGY, INC.
/S/ JOSEPH G. MAHLER
----------------------
Joseph G. Mahler
Senior Vice President, CFO
Treasurer/Corporate Secretary
Dated: June 15, 2000
