SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): November 9, 2017
H/CELL ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
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 Kesner 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 [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 9, 2017, H/Cell Energy Corporation announced its operating results for the third fiscal quarter ended September 30, 2017. 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.
|99.01||Press Release, dated November 9, 2017, issued by H/Cell Energy Corporation*|
* Furnished herewith.
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 9, 2017||By:||/s/ ANDREW HIDALGO|
|Chief Executive Officer|
H/Cell Energy Reports FY2017 Third Quarter Results
Flemington, NJ, November 9, 2017 (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 third fiscal quarter ended September 30, 2017.
For the three months ended September 30, 2017, HCCC generated revenue of $1,338,571 and a net loss of $52,446 or ($0.01) in earnings per share, fully diluted. For the nine months ended September 30, 2017, HCCC generated revenue of $5,136,074 and net income of $98,912 or $0.01 in earnings per share, fully diluted.
Andrew Hidalgo, CEO of HCCC, commented, “We are pleased to be profitable year-to-date through nine months. We experienced some project completion delays in the third quarter, however, our Australian operation was profitable and they are positioned nicely for the fourth quarter with approximately $962,000 of backlog yet to be invoiced. In addition, we have $5.9 million in active bids. From a balance sheet perspective, HCCC is healthy with over $400,000 in cash and assets of approximately $1.4 million. We look forward to a strong finish for FY2017.”
About H/Cell Energy Corporation:
H/Cell Energy Corporation is a systems integrator that focuses on the design and implementation of clean energy solutions including solar, battery technology and hydrogen energy systems. In addition, through its Pride Group subsidiary based in Australia, HCCC also provides security systems integration. HCCC serves the residential, commercial and government sectors. Please visit our website at www.hcellenergy.com for more information.
Forward Looking Statements:
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These forward-looking statements are based on current expectations and actual results could differ materially. H/Cell Energy Corporation does not undertake an obligation to update or revise any forward-looking statement. The information set forth herein speaks only as of the date hereof.
H/Cell Energy Corporation
H/CELL ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
|September 30, 2017||December 31, 2016|
|Cash and cash equivalents||$||421,071||$||537,867|
|Accounts receivable (net retention)||817,657||650,886|
|Costs and earnings in excess of billings||15,641||91,904|
|Total current assets||1,268,044||1,294,825|
|Property and equipment, net||104,764||99,816|
|Security deposits and other non-current assets||8,583||8,497|
|LIABILITIES AND STOCKHOLDERS’ EQUITY|
|Accounts payable and accrued expenses||$||536,340||$||661,237|
|Management fees payable – related party||47,000||52,000|
|Billings in excess of costs and earnings||87,736||83,538|
|Sales tax payable||58,739||114,085|
|Total current labilities||729,815||910,860|
|Commitments and contingencies|
Common Stock - $0.0001 par value; 25,000,000 shares authorized;
7,041,579 and 3,131,579 shares issued and outstanding
as of September 30, 2017 and December 31, 2016, respectively
Preferred Stock - $0.0001 par value; 5,000,000 shares authorized;
0 shares issued and outstanding
|Additional paid-in capital||1,319,072||1,283,422|
|Accumulated other comprehensive loss||(26,461||)||(50,806||)|
|Total stockholders’ equity||651,576||492,278|
|TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY||$||1,381,391||$||1,403,138|
H/CELL ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS – OTHER COMPREHENSIVE INCOME
|For the Three Months Ended September 30,||
For the Nine Months
Ended September 30,
|(As restated)||(As restated)|
|Cost of goods sold|
|Direct costs – related party||37,304||-||87,649||1,500|
|Total cost of goods sold||907,673||891,876||3,519,747||2,798,361|
|Research and development||-||-||-||2,000|
|General and administrative expenses||437,344||347,194||1,379,415||1,790,700|
|Management fees – related party||46,000||34,000||138,000||102,000|
|Total operating expenses||483,344||381,194||1,517,415||1,894,700|
|Income (Loss) from operations||(52,446||)||11,292||98,912||(659,716||)|
|Net income (loss)||$||(52,446||)||$||11,292||$||98,912||$||(659,716||)|
|Other comprehensive income (loss), net|
|Foreign currency translation adjustment||5,928||127,487||24,345||181,863|
|Comprehensive income (loss)||$||(46,518||)||$||138,779||$||123,257||$||(477,853||)|
|Earnings (Loss) per share|
|Weighted average common shares outstanding|