HYGS Hydrogenics Corporation New

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2015.

 

Commission File Number: 000-31815

 

HYDROGENICS CORPORATION - CORPORATION HYDROGENIQUE

(Translation of registrant's name into English)

 

220 Admiral Boulevard, Mississauga, Ontario, L5T 2N6

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F [  ]      Form 40-F [x]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):       

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):       

 

 

 

 

 

EXHIBIT LIST

 

 

Exhibit		Description
99.1		Press Release dated November 10, 2015 titled "Hydrogenics Reports Third Quarter 2015 Results"
99.2		Third Quarter 2015 Management's Discussion and Analysis of Financial Condition and Results of Operations
99.3		Third Quarter 2015 Consolidated Financial Statements and Results of Operations
99.4		PowerPoint Presentation titled "Q3 2015 Investor Presentation"
99.5		Form 52-109f2 - Certification of Annual Filings Full Certificate - Chief Executive Officer
99.6		Form 52-109f2 - Certification of Annual Filings Full Certificate - Chief Financial Officer

 

 

 

 

 

 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.

	HYDROGENICS CORPORATION - CORPORATION HYDROGENIQUE
Date: November 10, 2015	By:	/s/ ROBERT MOTZ
		Name: Robert Motz
		Title: Chief Financial Officer

 

EXHIBIT 99.1

Hydrogenics Reports Third Quarter 2015 Results

Company on Track for Improved Operating Performance Heading Into 2016

MISSISSAUGA, Ontario, Nov. 10, 2015 (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 third quarter 2015 financial results. Results are reported in US dollars and are prepared in accordance with International Financial Reporting Standards (IFRS).

Third Quarter Highlights

"During the third quarter we saw an increase in revenue sequentially versus the first half of 2015 and recently noted a number of operating achievements that position us well for a pickup in orders going forward," said Daryl Wilson, President and Chief Executive Officer. "E.ON inaugurated our 1.5 megawatt PEM energy storage system in Hamburg, Germany – our second reference site with this key customer and an important strategic milestone for Power-to-Gas installations. We also realized the start of commercial operations at Kolon Hydrogenics' initial one megawatt fuel cell power facility in South Korea. These events are being heralded by industry and government officials alike as groundbreaking in terms of our PEM hydrogen technology, which can be scaled for much greater energy applications. We look forward to additional orders from Kolon in the near future, once testing is complete, and Korea remains a very attractive market committed to using fuel cells for large-scale power generation – as recent activity attests.

"We delivered our first electrolysis units to Kurion during the quarter for the previously-announced purification of tritiated waste water. Subject to final pilot program results, this technology could represent substantial opportunities at Fukushima and other nuclear sites around the world. Overall, we expect to see a pickup in energy storage demand, fuel cell bus deliveries, and fueling station awards heading into 2016, along with the aforementioned Kolon orders. The Company remains well positioned for a broad array of hydrogen-based energy applications, our backlog is strong, and we are excited about the leading role we play across the hydrogen value chain."

Summary of Results for the Quarter Ended September 30, 2015

• Revenue was $9.6 million for the third quarter versus $11.1 million last year. Excluding the foreign exchange impact of $1.6 million, reflecting the decline in the value of the euro relative to the US dollar in the third quarter of 2015 compared with 2014, revenue increased $0.2 million year-over-year.
   
• Cash operating costs declined 9% to $3.5 million for the three months ended September 30, 2015 compared to $3.9 million for the three months ended September 30, 2014, primarily reflecting lower SG&A expenses due to the impact of lower exchange rates on expenses denominated in euros and Canadian dollars, as well as a slight decrease in R&D expenses.
   
• Gross profit was 21.8% of revenue for the quarter, versus 27.6% in the prior-year period, reflecting a change in product mix as well as higher indirect overhead costs as a percent of revenue when compared to the prior-year period.
   
• Adjusted EBITDA² loss was $1.4 million for the quarter compared with an Adjusted EBITDA² loss of $0.7 million in the third quarter of 2014, reflecting the aforementioned items. 
   
• Net loss was $2.2 million, or $(0.21) per share, in the quarter compared with a net loss of $1.3 million, or $(0.13) per share, in the third quarter of 2014.
   
• Hydrogenics secured $5.7 million of orders for renewable energy storage, industrial gas and power system applications during the quarter, resulting in a backlog of $98.9 million as of September 30, 2015. Order backlog movement during the third quarter (in millions) was as follows:

						Expected Revenue
						Recognition
				Orders
	June 30,			Delivered/	September	During	Beyond
	2015	Orders		Revenue	30, 2015	next 12	next 12
	backlog	Received	FX	Recognized	backlog	months	months
OnSite Generation	$26.8	$3.5	$0.1	$7.6	$22.8	$19.7	$3.1
Power Systems	75.5	2.2	0.4	2.0	76.1	6.9	69.2
Total	$102.3	$5.7	$0.5	$9.6	$98.9	$26.6	$72.3

• The Company exited the third quarter with $8.7 million of cash and restricted cash, a $1.7 million decrease from December 31, 2014, primarily reflecting: (i) $8.7 million of cash used in operating activities; (ii) $1.4 million related to the purchase of property, plant and equipment and; (iii) the foreign exchange impact of $0.5 million on euro and Canadian-denominated cash balances; partially offset by (iv) $9.0 million of net operating borrowings, including the Company's new $7.5 million credit facility.

Notes

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.
    
2. 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 November 10, 2015 to review the third 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: 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 fuelled 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 obligations 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.

Reconciliation of Cash Operating Costs to Operating Costs and Adjusted EBITDA to Net Loss
(in thousands of US dollars)
(unaudited)
Cash operating costs
	Three months ended		Nine months ended
	September 30		September 30
	2015	2014	2015	2014
Selling, general and administrative expenses	$ 2,566	$ 2,846	$ 7,724	$ 9,392
Research and product development expenses	1,045	1,160	3,106	2,991
Total operating costs	$ 3,611	$ 4,006	$ 10,830	$ 12,383
Less: Depreciation of property, plant and equipment and intangibles	(95)	(81)	(272)	(235)
Less: Compensation costs indexed to share price	174	120	408	(473)
Less: Stock-based compensation losses	(163)	(170)	(457)	(462)
Cash operating costs	$ 3,527	$ 3,875	$ 10,509	$ 11,213
Adjusted EBITDA
	Three months ended		Nine months ended
	September 30		September 30
	2015	2014	2015	2014
Net loss	$ (2,192)	$ (1,262)	$ (9,319)	$ (5,135)
Finance loss (income)	682	323	2,785	977
Depreciation of property, plant and equipment and intangible assets	138	206	448	524
Compensation indexed to share price	(174)	(120)	(408)	473
Stock-based compensation expense	163	170	457	462
Adjusted EBITDA	$ (1,383)	$ (683)	$ (6,037)	$ (2,699)

Hydrogenics Corporation
Condensed Interim Consolidated Balance Sheets
(in thousands of US dollars)
(unaudited)
	September 30,	December 31,
	2015	2014
Assets
Current assets
Cash and cash equivalents	$ 6,930	$ 6,572
Restricted cash	1,271	3,228
Trade and other receivables	11,906	12,900
Inventories	16,163	14,698
Prepaid expenses	621	747
	36,891	38,145
Non-current assets
Restricted cash	512	621
Investment in joint venture	1,883	2,150
Property, plant and equipment	2,770	1,873
Intangible assets	201	157
Goodwill	4,267	4,609
	9,633	9,410
Total assets	$ 46,524	$ 47,555
Liabilities
Current Liabilities
Operating borrowings	$ 2,241	$ --
Trade and other payables	9,960	13,156
Derivative liability	111	--
Warranty provisions	1,814	1,392
Deferred revenue	9,746	6,771
	23,872	21,319
Non-current liabilities
Other non-current liabilities	10,270	3,464
Non-current warranty provisions	747	1,155
Non-current deferred revenue	5,082	6,141
	16,099	10,760
Total liabilities	39,971	32,079
Equity
Share capital	348,275	348,259
Contributed surplus	20,262	18,927
Accumulated other comprehensive loss	(3,063)	(2,108)
Deficit	(358,921)	(349,602)
Total equity	6,553	15,476
Total equity and liabilities	$ 46,524	$ 47,555

Hydrogenics Corporation
Consolidated Interim Statements of Operations and Comprehensive Loss
(in thousands of US dollars, except share and per share amounts)
(unaudited)
	Three months ended		Nine months ended
	September 30,		September 30,
	2015	2014	2015	2014
Revenues	$ 9,644	$ 11,093	$ 24,543	$ 29,875
Cost of sales	7,543	8,026	20,247	21,650
Gross profit	2,101	3,067	4,296	8,225
Operating expenses
Selling, general and administrative expenses	2,566	2,846	7,724	9,392
Research and product development expenses	1,045	1,160	3,106	2,991
	3,611	4,006	10,830	12,383
Loss from operations	(1,510)	(939)	(6,534)	(4,158)
Finance income (expenses)
Interest expense, net	(446)	(105)	(942)	(369)
Foreign currency gains (losses), net	382	(156)	(381)	(365)
Loss from joint venture	(127)	(62)	(86)	(62)
Other finance losses, net	(491)	--	(1,376)	(181)
Finance income (loss), net	(682)	(323)	(2,785)	(977)
Loss before income taxes	(2,192)	(1,262)	(9,319)	(5,135)
Income tax expense	--	--	--	--
Net loss for the period	(2,192)	(1,262)	(9,319)	(5,135)
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations and joint venture	(79)	(985)	(955)	(1,052)
Comprehensive loss for the period	$ (2,271)	$ (2,247)	$ (10,274)	$ (6,187)
Net loss per share
Basic and diluted	$ (0.22)	$ (0.13)	$ (0.92)	$ (0.54)

Hydrogenics Corporation
Consolidated Interim Statements of Cash Flows
(in thousands of US dollars)
(unaudited)
	Three months ended		Nine months ended
	September 30,		September 30,
	2015	2014	2015	2014
Cash and cash equivalents provided by (used in):
Operating activities
Net loss for the period	$ (2,192)	$ (1,262)	$ (9,319)	$ (5,135)
(Increase) decrease in restricted cash	118	(1,425)	2,065	(1,616)
Items not affecting cash:
Amortization and depreciation	138	206	448	524
Other finance losses, net	111	--	111	181
Unrealized foreign exchange losses (gains)	227	(230)	(29)	(140)
Unrealized loss on joint venture	128	62	86	62
Accreted non-cash and unpaid interest	219	133	685	366
Payment of post-retirement benefit liability	--	(25)	--	(70)
Portion of borrowings recorded as a reduction from research and development expenses	--	--	--	(118)
Stock-based compensation	163	170	457	462
Stock based compensation – RSUs and DSUs	(174)	(120)	(408)	473
Warrant issuance	--	--	885	--
Net change in non-cash working capital	326	(1,790)	(1,575)	(7,887)
Cash used in operating activities	(936)	(4,281)	(6,594)	(12,898)
Investing activities
Investment in joint venture	--	(947)	--	(947)
Proceeds from disposals	--	--	--	9
Purchase of property, plant and equipment	(674)	(20)	(1,553)	(545)
Receipt of IDF government funding	--	--	118	--
Purchase of intangible assets	--	(3)	(81)	(83)
Cash used in investing activities	(674)	(970)	(1,516)	(1,566)
Financing activities
Repayment of repayable government contributions	(52)	(50)	(162)	(439)
Proceeds of borrowings, net of transaction costs	--	--	6,866	854
Proceeds of operating borrowings	2,240	--	6,062	--
Repayment of operating borrowings	(1,658)	--	(3,809)	--
Common shares issued	--	5	9	13,666
Cash provided by financing activities	530	(45)	8,966	14,081
Effect of exchange rate fluctuations on cash and cash equivalents held	(6)	(663)	(498)	(740)
Increase (Decrease) in cash and cash equivalents during the period	(1,086)	(5,959)	358	(1,123)
Cash and cash equivalents - Beginning of period	8,016	16,659	6,572	11,823
Cash and cash equivalents - End of period	$ 6,930	$ 10,700	$ 6,930	$ 10,700

CONTACT: Hydrogenics Contacts: Bob Motz, Chief Financial Officer Hydrogenics Corporation (905) 361-3660 investors@hydrogenics.com Chris Witty Hydrogenics Investor Relations (646) 438-9385 cwitty@darrowir.com

EXHIBIT 99.2

 

 

 

 

 

 

 

 

 

 

 

Hydrogenics Corporation

 

Third Quarter 2015

Management’s Discussion and Analysis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following Management’s Discussion and Analysis (“MD&A”) of Hydrogenics Corporation (“Hydrogenics” or the “Company”) should be read in conjunction with the Company’s Condensed Interim Consolidated Financial Statements and related notes for three and nine months ended September 30, 2015 and the Audited Consolidated Financial Statements and related notes for the year ended December 31, 2014. The Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The Company uses certain non-IFRS financial performance measures in this MD&A. For a detailed reconciliation of each of the non-IFRS measures used in this MD&A, please see the discussion under “Non-IFRS Measures” below.

In this MD&A, all currency amounts (except per unit amounts) are in thousands and, unless otherwise stated, they are in thousands of United States dollars (“US Dollars”). The information presented in this MD&A is as of November 9, 2015, unless otherwise stated.

Additional information about Hydrogenics, including our 2014 Audited Consolidated Financial Statements and our Annual Report on Form 40-F, which is filed in Canada as our annual information form, is available on our website at www.hydrogenics.com, on the SEDAR website at www.sedar.com, and on the EDGAR filers section of the U.S. Securities and Exchange Commission website at www.sec.gov.

This document contains forward-looking statements, which are qualified by reference to, and should be read together with the “Forward-looking Statements” cautionary notice on page 21 of this MD&A.

“Hydrogenics” or the “Company” or the words “our,” “us” or “we” refer to Hydrogenics Corporation and its subsidiaries.

 

 

 

 

 

 

 

 

 

Management’s Discussion and Analysis Table of Contents
Section	Description	Page
1	Overall Performance	4
2	Operating Results	7
3	Financial Condition	11
4	Summary of Quarterly Results	12
5	Outlook	12
6	Liquidity	13
7	Capital Resources	15
8	Off-Balance Sheet Arrangements	16
9	Related Party Transactions	16
10	Critical Accounting Estimates	16
11	Changes in Accounting Policies and Recent Accounting Pronouncements	17
12	Disclosure Controls	17
13	Internal Control Over Financial Reporting	17
14	Reconciliation of Non-IFRS Measures	18
15	Risk Factors	19
16	Outstanding Share Data	22
17	Forward-looking Statements	22

 

 

 

 

1        Overall Performance

Selected Financial information

(in thousands of US dollars, except per share amounts)

 

 

		Three months ended September 30,								2015 vs 2014				Nine months ended September 30,								2015 vs 2014
			2015				2014				% Favourable (Unfavourable)				2015				2014				% Favourable (Unfavourable)
OnSite Generation		$	7,633			$	7,435				3	%		$	15,469			$	20,912				(26	%)
Power Systems			2,011				3,658				(45	%)			9,074				8,963				1	%
Total Revenue			9,644				11,093				(13	%)			24,543				29,875				(18	%)
Gross profit			2,101				3,067				(31	%)			4,296				8,225				(48	%)
Gross Margin %			22	%			28	%							18	%			28	%
Selling, General and Administrative Expenses			2,566				2,846				10	%			7,724				9,392				18	%
Research and Product Development Expenses			1,045				1,160				10	%			3,106				2,991				(4	%)
Loss from Operations			(1,510	)			(939	)			(61	%)			(6,534	)			(4,158	)			(57	%)
Net Loss			(2,192	)			(1,262	)			(74	%)			(9,319	)			(5,135	)			(81	%)
Net Loss Per Share			(0.22	)			(0.13	)			(69	%)			(0.92	)			(0.54	)			(70	%)
Cash Operating Costs1			3,527				3,875				9	%			10,509				11,213				6	%
Adjusted EBITDA1			(1,383	)			(683	)			(102	%)			(6,037	)			(2,699	)			(124	%)
Cash used in Operating Activities			(987	)			(4,281	)			77	%			(6,641	)			(12,898	)			49	%
Cash  and  Cash Equivalents (including Restricted Cash)			8,713				14,340				(39	%)			8,713				14,340				(39	%)
Total Assets			46,524				50,376				(8	%)			46,524				50,376				(8	%)
Total Non-Current Liabilities (excluding Deferred Revenue)			11,017				4,822				(128	%)			11,017				4,822				(128	%)

______________________

1	Cash operating costs and Adjusted EBITDA are Non-IFRS measures.  Refer to section 14 - Reconciliation of  Non-IFRS Measures.

 

 

Highlights for the three months ended September 30, 2015 compared to the three months ended September 30, 2014

 

·

Revenues decreased by $1.4 million or 13% to $9.6 million for the three months ended September 30, 2015 compared to $11.1 million for the same period of the prior year. Excluding the impact of the weakening of the euro, which impacted revenue by approximately $1.6 million, revenue increased by $0.2 million. The OnSite Generation business had an increase in revenue, partially offset by a decrease in revenue in the Power Systems business. During the third quarter of 2015, the Company received new orders for $5.7 million (2014 - $13.0 million) consisting of $3.5 million (2014 - $12.1 million) for the OnSite Generation business and $2.2 million (2014 - $0.9 million) for the Power Systems business. Total backlog for the third quarter of 2015 was $98.9 million compared to $66.9 million for the same period a year ago.

 

																						Expected Revenue Recognition
		June 30, 2015 backlog				Orders Received				FX				Orders Delivered/ Revenue Recognized				September 30, 2015 backlog				During next 12 months				Beyond next 12 months
OnSite Generation		$	26.8			$	3.5			$	0.1			$	7.6			$	22.8			$	19.7			$	3.1
Power Systems			75.5				2.2				0.4				2.0				76.1				6.9				69.2
Total		$	102.3			$	5.7			$	0.5			$	9.6			$	98.9			$	26.6			$	72.3

 

·

Gross profit was 21.8% of revenue for the quarter, versus 27.6% in the prior-year period, reflecting a change in product mix as well as higher indirect overhead costs as a percent of revenue when compared to the prior-year period.

·

Selling, general and administrative (“SG&A”) expenses for the third quarter of 2015 of $2.6 million were lower by $0.2 million or 10% compared to $2.8 for the prior year quarter. Excluding mark-to-market adjustments on the deferred share units (“DSUs”) in the current and prior year quarter, and the restricted share units (“RSUs”) in the prior year quarter and DSUs in the current and prior year quarter, SG&A expenses decreased by $0.2 million primarily due to the lower value of the euro and Canadian dollars when compared to the US dollar. Additionally there was no mark-to-market adjustment on the RSUs in current quarter due to their vesting and being paid out at the end of 2014.

 

·

Research and product development (“R&D”) expenses were $1.0 million for the three months ended September 30, 2015 compared to $1.2 in the same period of 2014.

 

·

Cash used in operating activities during the third quarter of 2015 decreased by $3.3 million to $1.0 million compared to $4.3 million used in the third quarter of 2014 with the decrease largely due to the change in non-cash working capital, partially offset by the decrease in margin.

 

·

Cash operating costs decreased by $0.4 million to $3.5 million for the three months ended September 30, 2015 compared to $3.9 million for the three months ended September 30, 2014, with the lower costs due to reduced SG&A and R&D expenses in the current year.

 

·

Adjusted EBITDA loss increased to $1.4 million for the three months ended September 30, 2015 from $0.7 million for the same period last year. The decline resulted mainly from a reduction in revenues, combined with lower margin sales, partially offset by a decrease in SG&A and R&D expenses as discussed above.

 

·

Net loss increased by $0.9 million or $0.08 per share to $2.2 million or $0.21 per share in the current quarter from $1.3 million or $0.13 per share, primarily due to the lower margins as indicated above.

 

Highlights for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014

 

·

Revenues decreased by $5.3 million or 18% to $24.5 million for the nine months ended September 30, 2015 compared to $29.9 million for the same period of the prior year. Excluding the impact of the weakening of the euro, which impacted revenue by approximately $5.0 million, revenue decreased by $0.3 million. The decrease in revenue was due to a decrease in the execution of sales orders in the period in the OnSite Generation business, partially offset by an increase in revenue in the Power Systems business segment. During the first nine months of 2015, the Company received new orders for $65.3 million (2014 - $41.9 million) consisting of $11.9 million (2014 - $25.8 million) for the OnSite Generation business and $53.4 million (2014 - $16.1 million) for the Power Systems business. Total backlog as at September 30, 2015 was $98.9 million compared to $66.9 million for the same period a year ago.

 

																						Expected Revenue Recognition
		Dec 31, 2014 backlog				Orders Received				FX				Orders Delivered/ Revenue Recognized				September 30, 2015 backlog				During next 12 months				During next 12 months
OnSite Generation		$	28.3			$	11.9			$	(2.0	)		$	15.4			$	22.8			$	19.7			$	3.1
Power Systems			33.9				53.4				(2.1	)			9.1				76.1				6.9				69.2
Total		$	62.2			$	65.3			$	(4.1	)		$	24.5			$	98.9			$	26.6			$	72.3

 

·

Gross profit was 17.5% of revenue for the quarter, versus 27.5% in the prior-year period, reflecting a change in product mix, a strategic project delivered in the quarter that had a lower than average margin profile and higher indirect overhead costs as a percentage of revenue when compared to the prior-year period.

·

SG&A expenses for the nine months ended September 30, 2015 of $7.7 million were lower by $1.7 million or 18% compared to $9.4 million for the same period of the prior year quarter. Excluding mark-to-market adjustments on the DSUs in the current and prior year period, and the RSUs in the prior year quarter and DSUs in the current and prior year period, SG&A expenses decreased by $0.7 million primarily due to the lower value of the euro and Canadian dollar when compared to the US dollar. The mark-to-market adjustments in the prior year period resulted in an increase in SG&A of $0.5 million as the share price increased from $20.42 in the first quarter prior year to $30.05, before decreasing to $18.87 in the third quarter prior year. In the current year quarter, the decrease in SG&A resulting from the share price decreasing from $15.42 to $10.50 was $0.4 million. Additionally there was no mark-to-market adjustment on the RSUs in the current period due to their vesting and being paid out at the end of 2014.

 

·

R&D expenses were $3.1 million for the nine months ended September 30, 2015 compared to $3.0 million in the comparable period of 2014 and increased as a result of decreased R&D funding of $0.8 million as well as decreased R&D spending of $0.6 million. This reduction is due to the timing of R&D project spending as well as eligibility and submissions for R&D funding.

 

·

Net loss for the nine months ended September 30, 2015, was $9.3 million or $0.92 per share compared to a net loss of $5.1 million or $0.54 per share for the same quarter of the prior year. The net loss in the current period reflects i) the lower revenues and lower margins ($3.9 million); ii) an increase in other finance loss due to the issuance of warrants ($0.9 million) and fair value adjustments relating to held for trading foreign exchange forward contract ($0.5 million); iii) increased interest expense due to interest expense on the institutional long-term debt entered into in 2015 ($0.3 million), financing costs related to the institutional long-term debt ($0.2 million) as well as accelerating interest accretion relating to the loan with the Province of Ontario ($0.1 million); and iv) a slight increase in R&D expenses ($0.1 million). This was partially offset by the decrease in SG&A expenses above.

 

 

·

Cash operating costs decreased 6% to $10.5 million for the nine months ended September 30, 2015 compared to $11.2 million for the nine months ended September 30, 2014, primarily reflecting lower SG&A expenses due to the impact of lower exchange rates on expenses denominated in Euros and Canadian dollars.

 

·

Adjusted EBITDA loss increased to $6.0 million for the nine months ended September 2015 from $2.7 million for the same period last year. The decline resulted from decreased revenue, combined with lower margin sales and slightly higher research and development costs in the current year period, partially offset by a reduction in SG&A expenses excluding mark-to-market adjustments on RSU’s and DSU’s.

 

2         Operating Results

 

Business Segment Review

 

We report our results in two business segments, being OnSite Generation and Power Systems. Our reporting structure reflects the way we manage our business and how we classify our operations for planning and measuring performance. The corporate office and administrative support is reported under Corporate and Other.

OnSite Generation

 

Our OnSite Generation business segment is primarily based in Oevel, Belgium and develops products for industrial gas, hydrogen fueling and renewable energy storage markets.

Historically the demand for onsite generation of hydrogen gas has been driven by relatively modest market applications for industrial hydrogen. A typical unit for these applications would generate 20-60 normal cubic meters of hydrogen and consume 100-300kW of electrical energy. Recently we have seen several applications which would consume 10-100 megawatts (MW) of power, which is 100-300 times larger than a typical industrial unit to date. The emergence of these applications has appeared slowly with customer and government support. Today several third party studies and internal work by lead customers suggests substantial long term opportunity for “power to gas”, an application for energy conversion and storage. Very large scale industrial applications are also appearing such as detritiation of contaminated waste water at nuclear reactor sites.

Our OnSite Generation products are also sold to merchant gas companies and end-users requiring high purity hydrogen for industrial applications. These uses of our product are subject to fluctuation in new capital expenditures and plant expansions. We also sell and service products for hydrogen fueling stations for transportation applications.

The worldwide market for hydrogen is estimated at $5 billion annually. We believe the annual market for on-site hydrogen generation equipment is approximately $100 million to $200 million, although the size of the addressable market for on-site hydrogen generation equipment could more than double if energy storage and electrolysis based hydrogen fueling stations gain widespread acceptance.

 

Selected Financial Information

 

		Three months ended September 30,												Nine months ended September 30
			2015				2014				% Favourable (Unfavourable				2015				2014				% Favourable (Unfavourable)
Revenues		$	7,633			$	7,435				3	%		$	15,469			$	20,912				(26	%)
Gross profit			1,183				1,817				(35	%)			2,113				4,730				(55	%)
Gross margin %			16	%			24	%			(37	%)			14	%			23	%			(40	%)
SG&A expenses			665				855				22	%			1,898				2,520				25	%
R&D expenses			480				250				(92	%)			1,381				1,024				(35	%)
Segment income (loss)		$	38			$	712				(95	%)		$	(1,166	)		$	1,186				(200	%)

 

Revenues increased by $0.2 million or 3% to $7.6 million for the three months ended September 30, 2015 compared to $7.4 million for the same period of 2014. Sales through September 30, 2015 consisted of electrolyzer products to customers in industrial gas markets, a fueling station application, as well as revenue related to a portion of an energy storage application. Revenues were $15.4 million for the nine months of 2015 compared to $20.9 million for the same period in 2014, due to a decline in new capital expenditures and plant expansion expenditures as well as the weakening of the euro which impacted revenue by approximately $3.2 million. Orders awarded for the three months ended September 30, 2015 were $3.5 million (September 30, 2014 – $12.1 million). At September 30, 2015 the backlog was $22.8 million (September 30, 2014 – $27.0 million), with $19.7 million of this backlog expected to be recognized as revenue in the next twelve months.

Gross Margin declined in the third quarter of 2015 to 16% compared to 24% in the third quarter of 2014 primarily due to higher margin projects in the prior year. Gross margin was 14% for the nine months ended September 30, 2015 compared to 23% for the same period last year.

SG&A Expenses were lower at $0.7 million and $1.9 million for the three and nine months ended September 30, 2015 compared to $0.9 million and $2.5 million for the same periods of the previous year as a result of the decline in the euro versus the US dollar in the translation of these expenses.

R&D Expenses were $0.5 million and $1.4 million during the third quarter and nine months ended September 30, 2015 and $0.3 million and $1.0 million for the three and nine months ended September 30, 2015. This increase over the prior year periods is a result of one funding project being in the active build phase, as well as reduced grant funding in the current year periods.

Segment Gain (Loss) decreased $0.7 million to a gain of less than $0.1 million for the three months ended September 30, 2015 compared to a gain of $0.7 million for the same period of the prior year largely due to the lower margin sales in the current period. Segment loss was $1.2 million for the nine months ended September 30, 2015 compared to income of $1.2 million for the same period of the prior year.

Power Systems

 

Our Power Systems business segment is primarily based in Mississauga, Canada, with a satellite facility in Gladbeck, Germany. Our Power Systems business is based on proton exchange membrane (“PEM”) fuel cell technology, which transforms chemical energy liberated during the electrochemical reaction of hydrogen and oxygen into electrical energy. Our HyPM^® branded fuel cell products are based on our extensive track record of on-bench testing and real-time deployments across a wide range of stationary and motive power profiles. Our HyPM^® products are configured into multiple electrical power outputs ranging from three kilowatts to multiple megawatts with ease of integration, high reliability and operating efficiency, delivered from a highly compact unit.

Our target markets include stationary power applications, backup power for telecom, data centre installations and motive power applications, such as trains, buses, trucks and utility vehicles. Additionally, our products are sold for prototype field tests intended to be direct replacements for traditional lead-acid battery packs for motive applications. The military, historically an early technology adopter, is a specialized market for our innovative fuel cell based products. Our target addressable markets (stationary power, telecom back up power, data centre and mobility) are estimated to be in excess of $2 billion specifically related to hydrogen power technology.

The worldwide market for data centre backup power is estimated to be in excess of $6 billion and the market for telecom backup power is estimated to be $2 to $3 billion in the United States alone, based on a complete displacement of existing products serving this market.

 

 

Selected Financial Information

 

		Three months ended September 30,												Nine months ended September 30,
			2015				2014				% Favourable (Unfavourable				2015				2014				% Favourable (Unfavourable)
Revenues		$	2,011			$	3,658				(45	%)		$	9,074			$	8,963				1	%
Gross profit			918				1,250				(27	%)			2,183				3,495				(38	%)
Gross margin %			46	%			34	%			33	%			24	%			39	%			(38	%)
SG&A expenses			987				1,016				3	%			2,882				3,131				8	%
R&D expenses			558				902				38	%			1,699				1,952				13	%
Segment loss		$	(627	)		$	(668	)			6	%		$	(2,398	)		$	(1,588	)			(51	%)

 

Revenues increased $0.1 million or 1% to $9.1 million in the nine months ended September 30, 2015 due to a delivery in the first quarter of 2015 for a large project to a research organization in Germany. In the third quarter ended September 30, 2015 revenues decreased $1.6 million compared to the third quarter ended September 30, 2014 due to the lack of one large delivery which occurred in the prior period quarter, combined with the weakening of the euro which also impacted revenue by approximately $0.5 million. Revenue for the nine months ended September 30, 2015 excluding the foreign exchange impact due to the weakening of the euro, increased $1.5 million. Orders awarded for the three months ended September 30, 2015 were $2.2 million (September 30, 2014 - $0.9 million). At September 30, 2015, backlog was $76.1 million (September 30, 2014 - $39.9 million) of confirmed orders for Power Systems’ products and services, with $6.9 million of this backlog expected to be recognized as revenue in the next twelve months.

Gross Margin improved to 46% during the third quarter of 2015 from 34% for the third quarter of the prior year. Gross margin for the nine months ended September 30, 2015 was 24% compared to 39% for the same period of the prior year, with the decline in the current period due to product mix with a larger percentage of higher margin engineering services in the prior year and the impact of the lower margin German project to a research organization in the current period.

SG&A Expenses decreased by less than $0.1 million to $1.0 million for the three months ended September 30, 2015 compared to $1.0 million for the three months ended September 30, 2014. Expenses were lower in the current year as a result of the translation of the largely Canadian dollar expenses at lower Canadian dollar exchange rates versus the US dollar, partially offset by an increase in G&A costs due to increased business activities. SG&A expenses were $2.9 million for the nine months ended September 30, 2015 compared to $3.1 million in the comparable period in 2014 lower in the current year as a result of the translation of the largely Canadian dollar expenses at lower Canadian dollar exchange rates versus the US dollar, partially offset by an increase in G&A costs due to increased business activities.

R&D Expenses were $0.6 million and $1.7 million during the three and nine months ended September 30, 2015 a reduction from $0.9 million and $2.0 million during the same periods of the prior year.

Segment loss was $0.6 million and $2.4 million for the three months and nine months ended September 30, 2015 compared to $0.7 million and $1.6 million for the three and nine months ended September 30, 2014, primarily due to the lower margin projects during the current year partially offset by the reduction in R&D expenses.

 

 

Corporate and Other

Selected Financial Information

		Three months ended September30,												Nine months ended September 30
			2015				2014				% Favourable (Unfavourable)				2015				2014				% Favourable (Unfavourable)
SG&A expenses		$	914			$	975				6	%		$	2,944			$	3,741				21	%
R&D expenses			7				8				38	%			26				15				(73	%)
Net other finance losses			(326	)			-				(100	%)			(1,376	)			(181	)			(660	%)
Gain (loss) on joint venture			(127	)			(62	)			105	%			(86	)			(62	)			(39	%)
Interest income (expense)			(446	)			(105	)			(325	%)			(942	)			(369	)			(155	%)
Foreign exchange gains (losses) net			217				(156	)			239	%			(381	)			(365	)			(4	%)
Segment Loss		$	(1,603	)		$	(1,306	)			(23	%)		$	(5,755	)		$	(4,733	)			(22	%)

 

SG&A Expenses remained consistent for the three months ended September 30, 2015 compared to the three months ended September 30, 2014 primarily due to the impact of the mark-to-market adjustment on RSUs and DSUs in the current year as explained above, offset by the reduction due to the lower value of the euro and Canadian dollar when compared to the US dollar in the current quarter. SG&A expenses decreased by $0.8 million or 21% for the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014 primarily due to the impact of the mark-to-market adjustment on RSUs and DSUs in the current year as explained above, as well as a reduction due to the lower value of the euro and Canadian dollar when compared to the US dollar in the current quarter.

R&D Expenses were less than $0.1 million for the third quarter of 2015, consistent with the same period of the prior year and reflect the cost of maintaining our intellectual property.

Net other finance losses were $0.3 million for the third quarter of 2015, representing fair value adjustments relating to held for trading foreign exchange forward contracts.

Foreign exchange gains (losses) for the third quarter increased to a gain of $0.4 million from a loss of $0.2 million primarily due to the revaluation of euro and Canadian dollar net assets at the current exchange rates.

3        Financial Condition

			September 30,				December 31,				Increase/(decrease)
			2015				2014				$				%
Cash, cash equivalents, restricted cash and short-term investments		$	8,713			$	10,421				(1,708	)			(16	%)
Trade and other receivables			11,906				12,900				(994	)			(8	%)
Inventories			16,163				14,698				1,465				10	%
Operating borrowings			2,241				-				2,241				-
Trade and other payables			9,960				13,156				(3,196	)			24	%
Derivative liability			111				-				111				100	%
Warranty provisions (current and non-current)			2,561				2,547				(14	)			(1	%)
Deferred revenue (current and non-current)			14,828				12,912				1,916				15	%
Other non-current liabilities		$	10,270			$	3,464				6,806				196	%

 

 

Cash, cash equivalents, restricted cash and short-term investments were $8.7 million, a decrease of $1.7 million or 16%. Refer to Section 6 - Liquidity for a discussion of the change in cash, cash equivalents, restricted cash and short-term investments.

Trade and other receivables were $11.9 million, a decrease of $1.0 million or 8% due to the collection of outstanding receivables in the period and the revaluation of Canadian and euro receivables at current rates partially offset by an increase in accrued receivables relating to the contract for integrated power propulsion systems for an OEM, where revenue and receivables are recognized using the percentage of completion method, for which the timing of the cash collected on outstanding receivables for this project does not correspond to recognition of the revenue and receivables.

Inventories were $16.2 million compared to $14.7, an increase of 10%. Excluding the foreign exchange impact as a result of the lower value of the euro and Canadian dollar when compared to the US dollar in the current period, inventories in fact increased approximately $2.8 million as a result of our increased commercial activity and increases in expected product deliveries during 2015 and early 2016.

Trade and other payables were $10.0 million and were lower by $3.2 million compared to $13.2 million at the end of December 31, 2014 as a result of suppliers payments for inventory shipped during the fourth quarter, as well as a reduction due to the foreign exchange impact as a result of the lower value of the euro and Canadian dollar when compared to the US dollar in the current quarter.

Warranty provisions were $2.6 million consistent with the prior period.

Deferred revenues were $14.8 million, an increase of $1.9 million or 15% reflecting customer deposits received on order bookings in the OSG business segment, partially offset by a reduction due to the foreign exchange impact as a result of the lower value of the euro and Canadian dollar when compared to the US dollar in the current quarter.

Other non-current liabilities were $10.3 million at September 30, 2015, a increase of $6.8 million or 196%, due to the new loan entered into in the second quarter of 2015.

 

4        Summary of Quarterly Results

The following table highlights selected financial information for the eight consecutive quarters ended September 30, 2015.

			2015 Q3				2015 Q2				2015 Q1				2014 Q4				2014  Q3				2014  Q2				2014  Q1				2013 Q4
Revenues		$	9,644			$	7,368			$	7,531			$	15,673			$	11,093			$	10,723			$	8,059			$	11,000
Gross Profit			2,101				1,042				1,153				2,989				3,067				3,240				1,918				2,705
Gross Margin %			22	%			14	%			15	%			19	%			28	%			30	%			24	%			25	%
Adjusted EBITDA1			(1,381	)			(2,341	)			(2,313	)			160				(683	)			(288	)			(1,728	)			(165	)
Net (Loss) Income			(2,191	)			(3,700	)			(3,427	)			612			$	(1,262	)		$	(125	)		$	(3,748	)		$	(3,100	)
Net (Loss) income Per Share - (Basic and Fully Diluted)		$	(0.22	)		$	(0.37	)		$	(0.34	)		$	0.06			$	(0.13	)		$	(0.01	)		$	(0.40	)		$	(0.35	)
Weighted Average Common Shares Outstanding			10,092,375				10,091,498				10,090,481				10,089,891				10,089,508				9,605,220				9,073,527				9,003,960

1.        Adjusted EBITDA is a Non-IFRS measure, refer to Section 14 – Reconciliation of Non-IFRS Measures.

 

5        Outlook

Our strategy is to profitably grow hydrogen energy solutions for diverse applications globally. During the second and third quarter several important milestones were realized in support of this strategy. Most notably we commissioned our second power to gas facility with E.ON. This milestone firmly establishes the commercial scale building block for much multi megawatt facilities in the future. We have communicated the pipeline condition for this application at approximately 80 megawatt of projects worth in excess of $80 million. The realization and timing of these opportunities is dependent on competitive process, funding and policy evolution in the European Union. In addition, we delivered and successfully commissioned a 1 megawatt stationary fuel cell power plant in South Korea with our partner Kolon. Contingent upon the success of the pilot plant this opportunity has the potential to scale into a multi-megawatt installation at the current pilot site and other sites. The third milestone achieved this year is the company’s largest commercial order for propulsion systems with Alstom Transport at 50 million euros. This opportunity shows the commercial maturity and strong competitive positioning of our fuel cell technology. We anticipate further opportunity for our heavy duty fuel cell modules in other propulsion applications in the near future. Finally, we recently disclosed our participation with our partner Kurion for a process to remove tritium from nuclear reactor waste water. Should the current pilot prove successful and be selected by the Japanese government, Hydrogenics would supply an electrolysis process for more than 100 megawatt. The timing and full realization of these four opportunities cannot be assured or specifically established. It is however important to understand the magnitude of these opportunities and the transformative impact that any one of them will have on the business going forward.

 

 

 

Although year-to-date results were negatively impacted by order timing and the weakening euro to the US dollar, we are experiencing a willingness on the part of utilities and regulatory agencies to increase spending in the growing problem areas related to energy storage and grid stabilization and our pipeline remains robust. We are also seeing a gradual maturation around the regulatory framework needed to integrate energy storage into an overall energy framework to permit its cost effective rollout. In addition, we continue to witness governments in many jurisdictions showing a willingness to increase spending on alternative energy projects for the same purpose. We believe we are well positioned to benefit from government initiatives in Canada, the European Union (particularly in Germany) and the United States (particularly in California), which we expect will positively impact our business. Recently, an increase in interest in our power-to-gas application and orders for energy storage and fueling stations in Europe, California, the UK and other geographies has signaled what we believe could be a significant increase in opportunities in the markets we serve.

 

The traditional on-site industrial hydrogen market has seen weakness in the most recent quarter. Success in this market is correlated to the economies of regions which do not have ready access to hydrogen delivery by truck or pipeline. As costs of truck transport rise the competitiveness of the onsite solution improves.

 

Over the past few years, we have taken significant steps to reduce operating and product costs, streamline our operations and consolidated financial position. At September 30, 2015, our order backlog was $98.9 million (September 30, 2014 - $66.9 million) spread across numerous geographical regions, of which $26.6 million is expected to be recorded as revenue in the next twelve months.

 

However, as a global company, we are subject to the risks arising from adverse changes in global economic and political conditions. Economic conditions in leading and emerging economies have been, and remain, unpredictable. In particular, currency fluctuations could have the impact of significantly reducing revenue and gross margin as well as the competitive positioning of our product portfolio. These macroeconomic and geopolitical changes could result in our current or potential customers reducing purchases or delaying shipment which could cause revenue recognition on these products to shift into into 2016.

 

6        Liquidity

 

Cash Used in Operating Activities

 

		Three months ended September 30												Nine months ended September 30
			2015				2014				$ Change				2015				2014				$ Change
Net loss		$	(2,192	)		$	(1,262	)		$	(929	)		$	(9,319	)		$	(5,135	)		$	(4,184	)
(Increase) decrease in restricted cash			118				(1,425	)			1,543				2,065				(1,616	)			3,681
Changes in non-cash working capital			326				(1,790	)			2,079				(1,575	)			(7,887	)			6,279
Other items not affecting cash			812				196				602				2,235				1,740				481
Cash used in operating activities		$	(936	)		$	(4,281	)		$	3,295			$	(6,594	)		$	(12,898	)		$	6,257

 

Cash used in operating activities during the third quarter of 2015 decreased by $3.3 million to $1.0 million compared to $4.3 million used in the third quarter of 2014 with the decrease largely due to the change in non-cash working capital, partially offset by the decrease in margin.

Changes in restricted cash decreased by $1.5 million as a result of the release of restricted cash related to letters of credit for customer deposits upon the shipment of their orders during the quarter.

 

 

Cash Used in Investing Activities

 

		Three months ended September 30												Nine months ended September 30
			2015				2014				$ Change				2015				2014				$ Change
Proceeds on disposals		$	-			$	-			$	-			$	-			$	9			$	(9	)
Purchases of property, plant and equipment			(674	)			(20	)			(603	)			(1,553	)			(545	)			(843	)
Receipt of IDF government funding			-				-				-				118				-				118
Purchase of intangibles			-				(3	)			3				(81	)			(83	)			2
Investment in joint venture			-				(947	)			947				-				(947	)			(947	)
Cash used in investing activities		$	(674	)		$	(970	)		$	347			$	(1,516	)		$	(1,566	)		$	97

 

Cash used in investing activities during the third quarter of 2015 decreased by $0.3 million to $0.7 million compared to $1.0 million used in the third quarter of 2014 with the decrease largely due to the purchases of property, plant and equipment in the third quarter of 2015 compared to the investment in the joint venture which occurred in the third quarter of 2014.

 

Cash Provided By Financing Activities

 

		Three months ended September 30												Nine months ended September 30
			2015				2014				$ Change				2015				2014				$ Change
Repayment of repayable government contributions		$	(52	)		$	(50	)		$	(2	)		$	(162	)		$	(439	)		$	277
Proceeds of borrowings			-				-				-				6,866				854				6,012
Proceeds of operating borrowings			2,240				-				2,240				6,062				-				6,062
Repayment of operating borrowings			(1,658	)			-				(1,659	)			(3,810	)			-				(3,810	)
Common shares issued on stock options exercised			-				5				5				9				13,666				(13,657	)
Cash provided by financing activities		$	530				(45	)		$	575			$	8,966			$	14,081			$	5,115

Cash provided by financing activities for the three months ended September 30, 2015 increased by $0.6 million. In the second quarter of the prior year, the Company received proceeds from common shares issued on warrant and option exercises of $13.7 million. In the second quarter of the current year, the Company entered into a loan agreement with a syndicate of lenders for a $7.5 million loan, with net proceeds of $6.9 million.

Contractual Obligations

 

			Total				Less than 1 year				1-3 years				4-5 years				After 5 years
Long-term debt1		$	13,797			$	826			$	9,202			$	1,948			$	1,821
Operating borrowings			2,241				2,241				-				-				-
Operating leases			3,195				816				1,203				799				377
Purchase obligations			9,836				9,835				1				-				-
Repayable government contributions			435				214				221				-				-
Total contractual obligations2		$	29,504			$	13,932			$	10,627			$	2,747			$	2,198

 

1.	Represents the undiscounted amounts payable as disclosed below under “Other Loan Facilities”.
2.	The table excludes the DSU liability of $934 included in our current liabilities which relate to units that are only settled once a director resigns as a director.

 

 

Credit and Loan Facilities

 

On May 7, 2015, Hydrogenics entered into a loan agreement with a syndicate of lenders for an 18 month loan of $7.5 million, included in the terms of the loan agreement, was the issuance of 250,000 warrants to lenders. Each warrant is exercisable for one common share of the Company at an exercise price of US$15.00 per common share. The loan bears interest at an annual rate of 11%.

At September 30, 20 15, €4.9 million or approximately $5.5 million was drawn as standby letters of credit and bank guarantees and €2.0 million or approximately $2.2 million was drawn as an operating line against a €7.0 Belgian credit facility. At September 30, 2015, the Company had availability of less than €0.1 million or less than $0.1 million (December 31, 2014 - $4.1 million) under this facility for use only as letters of credit and bank guarantees.

The credit facility bears interest at EURIBOR plus 1.45% per annum and is secured by a €1 million first charge covering all assets of our Belgian subsidiary (the “Borrower”). The credit facility contains a negative pledge precluding the Borrower from providing security over its assets. Additionally, the Borrower is required to maintain a solvency covenant, defined as equity plus current account, divided by total liabilities of not less than 25% and ensure that its intercompany accounts with Hydrogenics do not fall below a defined level. At September 30, 2015, the Borrower was in compliance with these covenants.

At September 30, 2015 $1.5 million was drawn as standby letters of credit and bank guarantees against a $4.7 million Canadian credit facility. At September 30, 2015, the Company had C$3.2 million (December 31, 2014 - $1.9 million) available under this facility for use only as letters of credit and bank guarantees. Included in the above, is an outstanding bank guarantee for less than €0.1 million (December 31, 2014 – less than €0.1 million) for the Company’s Germany subsidiary.

These letters of credit and bank guarantees relate primarily to obligations in connection with the terms and conditions of the Company’s sales contracts. The standby letters of credit and letters of guarantee may be drawn on by the customer if the Company fails to perform its obligations under the sales contracts.

On September 28, 2011, we entered into a loan agreement with the Province of Ontario’s Ministry of Economic Development, Strategic Jobs and Investment Fund for funding up to C$6.0 million. Eligible costs had to be incurred between October 1, 2010 and September 30, 2015. After this five-year period, the loan bears interest at a rate of 3.67% and will require repayment at a rate of 20% per year of the outstanding balance for the five years subsequent to the sixth anniversary of the first disbursement. There is no availability remaining under this facility at September 30, 2015. The loan is collateralized by a general security agreement covering assets of the Company. Additionally, the loan requires that we maintain a minimum cash deposit in a Canadian Financial institution.

The Company may need to take additional measures to increase its liquidity and capital resources, including obtaining additional debt or equity financing, pursuing joint-venture partnerships, equipment financings or other receivables financing arrangements. The Company may experience difficulty in obtaining satisfactory financing terms. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on Hydrogenics’s results of operations or financial condition.

 

7        Capital Resources

The Company considers its capital employed to consist of shareholders’ equity and total debt, net of cash and cash equivalents as follows:

 

			September 30, 2015				December 31, 2014
Shareholders’ equity		$	6,553			$	15,476
Operating borrowings			2,241				-
Long term debt and repayable government contributions			10,274				3,475
Total			19,068				18,951
Less cash and cash equivalents and restricted cash			8,713				10,421
Capital Employed		$	10,355			$	8,530

 

The Company’s financial objective when managing capital is to make sure that we have the cash and debt capacity and financial flexibility to fund our ongoing business objectives including operating activities, investments and growth in order to provide returns for our shareholders and other stakeholders.

We monitor our capital structure and makes adjustments according to market conditions in an effort to meet our objectives given the Company’s operating and financial performance and current outlook of the business and industry in general. The Company’s alternatives to fund future capital needs include cash flows from operating activities, debt or equity financing, adjustments to capital spending and/or sale of assets. The capital structure and these alternatives are reviewed by management and the board of directors of the Company on a regular basis to ensure the best mix of capital resources to meet the Company’s needs.

 

8         Off-Balance Sheet Arrangements

 

We do not have any material obligations under forward foreign exchange contracts, guarantee contracts, retained or contingent interests in transferred assets, outstanding derivative instruments or non-consolidated variable interests.

9         Related Party Transactions

 

In the normal course of operations, we subcontract certain manufacturing functions to a company owned by a family member of a senior officer, director, and shareholder of the Company. Hydrogenics made purchases of less than $0.1 million for the three and nine months ended September 30, 2015 (three and nine months ended September 30, 2014 – less than $0.1 million, and $0.2 million) from this related company. At September 30, 2015, the Company had an accounts payable balance due to this related party of less than $0.1 million (2014 – less than $0.1 million). We believe that transactions with this company are consistent with those we have with unrelated third parties.

 

On May 28, 2014, the Company entered into a joint arrangement with Kolon Water & Energy to form the joint venture Kolon Hydrogenics and the Company holds an equity investment in this joint venture. During 2014, the Company sold the joint venture a one megawatt power generation unit for $3.1 million and at the end of September 30, 2015 the Company had a receivable of $0.9 million owing from the joint venture, which is included in accrued accounts receivable. The majority of this receivable will be invoiced shortly after September 30, 2015 as it is dependent upon site acceptance procedures.

All related party transactions involve the parent company and there are no related party transactions to disclose for the Company’s subsidiaries.

 

10      Critical Accounting Estimates

 

The Company’s management make judgments in it process of applying the Company’s accounting policies in the preparation of its consolidated financial statements. In addition, the preparation of financial information requires that the Company’s management make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

 

 

The critical judgments, estimates and assumptions applied in the preparation of Company’s financial information are reflected in Note 3 of the Company’s 2014 annual audited consolidated financial statements.

 

11      Changes in Accounting Policies and Recent Accounting Pronouncements

 

Our accounting policies and information on the adoption and impact of new and revised accounting standards the Company was required to adopt effective January 1, 2015 are disclosed in Note 2 of our condensed consolidated interim financial statements for the three months ended September 30, 2015.

 

12      Disclosure Controls

 

We have established disclosure controls and procedures that are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under Canadian and US securities legislation is recorded, processed, summarized, and reported within the time periods specified in such rules and forms and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer (who are our Chief Executive Officer and Chief Financial Officer, respectively) as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation and as described below under "Internal Control over Financial Reporting", our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2015.

 

13      Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and the CFO and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS.

Our management, including our CEO and CFO, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud might occur and not be detected.

 

 

Management assessed the effectiveness of the Company’s internal control over financial reporting at September 30, 2015, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission as published in 2013. Based on this evaluation, management has concluded that the Company’s internal controls over financial reporting were effective as of September 30, 2015.

 

14       Reconciliation of Non-IFRS Measures

 

Non-IFRS financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), “Adjusted EBITDA” and “cash operating costs” are used by management to provide additional insight into our performance and financial condition. We believe these non-IFRS measures are an important part of the financial reporting process and are useful in communicating information that complements and supplements the consolidated financial statements.

 

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)

 

The Company believes Adjusted EBITDA assists investors in comparing a company’s performance on a consistent basis excluding depreciation and amortization, stock-based compensation, including both share settled PSUs and stock options and cash settled RSUs and DSUs, which are non-cash in nature and can vary significantly. We believe that removing these expenses is a better measurement of operational performance. Investors should be cautioned that Adjusted EBITDA, as reported by us, may not be comparable in all instances to Adjusted EBITDA, as reported by other companies.

 

The following table provides a reconciliation of Adjusted EBITDA with net loss:

 

		Three months ended September 30								Nine months ended September 30,
			2015				2014				2015				2014
Net loss		$	(2,192	)		$	(1,262	)		$	(9,319	)		$	(5,135	)
Finance loss (income)			682				323				2,785				977
Depreciation of property, plant and equipment and intangible assets			138				206				448				524
RSUs and DSUs (recovery) expense			(174	)			(120	)			(408	)			473
Stock-based compensation expense (including PSUs)			163				170				457				462
Adjusted EBITDA		$	(1,383	)		$	(683	)		$	(6,037	)		$	(2,699	)

 

Cash Operating Costs

 

We report cash operating costs because management feels they are a key measurement of the normal operating costs required to operate the ongoing business units of the Company. Cash operating costs are regularly reported to the chief operating decision maker and correspond to the definition used in our historical quarterly discussions. Investors should be cautioned that cash operating costs as reported by us may not be comparable in all instances to cash operating costs as reported by other companies.

 

 

The following table provides a reconciliation of cash operating costs with total operating expenses consisting of Selling, general and administrative expenses and Research and product development expenses:

 

		Three months ended September 30								Nine months ended September 30,
			2015				2014				2015				2014
Selling, general and administrative expenses		$	2,566			$	2,846			$	7,724			$	9,392
Research and product development expenses			1,045				1,160				3,106				2,991
Total operating costs		$	3,611			$	4,006			$	10,830			$	12,383
Less: Depreciation of property, plant and equipment  and intangibles			(95	)			(81	)			(272	)			(235	)
Less: RSUs and DSUs			174				120				408				(473	)
Less: Stock-based compensation expense (including PSUs)			(163	)			(170	)			(457	)			(462	)
Cash operating costs		$	3,527			$	3,875			$	10,509			$	11,213

 

 

15     Risk Factors

An investment in our common shares involves risk. Investors should carefully consider the risks and uncertainties described below and in our Annual Information Form. The risks and uncertainties described below and in our Annual Information Form are not the only ones we face. Additional risks and uncertainties, including those that we do not know about now or that we currently deem immaterial, may also adversely affect our business. For a more complete discussion of the risks and uncertainties which apply to our business and our operating results (which are summarized below), please see our Annual Information Form and other filings with Canadian (www.sedar.com) and U.S. securities regulatory authorities (www.sec.gov).

 

Our business entails risks and uncertainties that affect our outlook and eventual results of our business and commercialization plans. The primary risks relate to meeting our product development and commercialization milestones, which require that our products exhibit the functionality, cost and performance required to be commercially viable against competing technologies and that we have sufficient access to capital to fund these activities. There is also a risk that key markets for certain of our products may never develop, or that market acceptance might take longer to develop than anticipated – in particular for applications such as energy storage which require leadership at a government and regulatory level.

 

 

A summary of our identified risks and uncertainties are as follows:

 

Macroeconomic and Geopolitical

•

The uncertain and unpredictable condition of the global economy could have a negative impact on our business, results of operations and consolidated financial condition, or our ability to accurately forecast our results, and it may cause a number of the risks that we currently face to increase in likelihood, magnitude and duration.

 

 

•	Certain external factors may affect the value of goodwill, which may require us to recognize an impairment charge.
•	Significant markets for fuel cell and other hydrogen energy products may never develop or may develop more slowly than we anticipate. This would significantly harm our revenues and may cause us to be unable to recover the losses we have incurred and expect to incur in the development of our products.
•	Changes in government policies and regulations could hurt the market for our products.
•	Lack of new government policies and regulations for the energy storage technologies could hurt the development of our hydrogen energy storage products.
•	Development of uniform codes and standards for hydrogen powered vehicles and related hydrogen refueling infrastructure may not develop in a timely fashion, if at all.
•	We currently face and will continue to face significant competition from other developers and manufacturers of fuel cell power products and hydrogen generation systems. If we are unable to compete successfully, we could experience a loss of market share, reduced gross margins for our existing products and a failure to achieve acceptance of our proposed products.
•	We face competition for fuel cell power products from developers and manufacturers of traditional technologies and other alternative technologies.
•	Rapid technological advances or the adoption of new codes and standards could impair our ability to deliver our products in a timely manner and, as a result, our revenues would suffer.
•	Our involvement in intellectual property litigation could negatively affect our business.
•	If at any time we are classified as a passive foreign investment company under United State tax laws, our US shareholders may be subject to adverse tax consequences.
•	As a result of a strategic alliance entered into with a significant minority shareholder, they own a significant portion of our common shares and may act, or prevent corporate actions, to the detriment of other shareholders.
•	If we fail to maintain the requirements for continued listing on NASDAQ, our common shares could be delisted from trading on NASDAQ, which would materially adversely affect the liquidity of our common shares, the price of our common shares, and our ability to raise additional capital. Future sales of common shares by our principal shareholders could cause our share price to fall and reduce the value of a shareholder’s investment.
•	Our articles of incorporation authorize us to issue an unlimited number of common and preferred shares. Significant issuances of common or preferred shares could dilute the share ownership of our shareholders, deter or delay a takeover of us that our shareholders may consider beneficial or depress the trading price of our common shares.
•	US investors may not be able to enforce US civil liability judgments against us or our directors and officers.
•	Our share price is volatile and we may continue to experience significant share price and volume fluctuations.

 

 

Operating

•	We may not be able to implement our business strategy and the price of our common shares may decline.
•	Our quarterly operating results are likely to fluctuate significantly and may fail to meet the expectations of securities analysts and investors and may cause the price of our common shares to decline.
•	We currently depend on a relatively limited number of customers for a majority of our revenues and a decrease in revenue from these customers could materially adversely affect our business, consolidated financial condition and results of operations.
•	Our insurance may not be sufficient.

 

 

•	Hydrogen may not be readily available on a cost-effective basis, in which case our fuel cell products may be unable to compete with existing power sources and our revenues and results of operations would be materially adversely affected.
•	We could be liable for environmental damages resulting from our research, development or manufacturing operations.
•	Our strategy for the sale of fuel cell power products depends on developing partnerships with OEMs, governments, systems integrators, suppliers and other market channel partners who will incorporate our products into theirs.
•	We are dependent on third party suppliers for key materials and components for our products. If these suppliers become unable or unwilling to provide us with sufficient materials and components on a timely and cost-effective basis, we may be unable to manufacture our products cost-effectively or at all, and our revenues and gross margins would suffer.
•	We may not be able to manage successfully the anticipated expansion of our operations.
•	If we do not properly manage foreign sales and operations, our business could suffer.
•	We will need to recruit, train and retain key management and other qualified personnel to successfully expand our business.
•	We may acquire technologies or companies in the future, and these acquisitions could disrupt our business and dilute our shareholders’ interests.
•	We have no experience manufacturing our fuel cell products on a large scale basis and if we do not develop adequate manufacturing processes and capabilities to do so in a timely manner, we will be unable to achieve our growth and profitability objectives.
•	We may never complete the development of commercially viable fuel cell power products and/or commercially viable hydrogen generation systems for new hydrogen energy applications, and if we fail to do so, we will not be able to meet our business and growth objectives.
•	We must continue to lower the cost of our fuel cell and hydrogen generation products and demonstrate their reliability or consumers will be unlikely to purchase our products and we will therefore not generate sufficient revenues to achieve and sustain profitability.
•	Any failures or delays in field tests of our products could negatively affect our customer relationships and increase our manufacturing costs.
•	The components of our products may contain defects or errors that could negatively affect our customer relationships and increase our development, service and warranty costs.
•	We depend on intellectual property and our failure to protect that intellectual property could adversely affect our future growth and success.
•	Our products use flammable fuels that are inherently dangerous substances and could subject us to product liabilities.

 

Liquidity

•

Our inability to generate sufficient cash flows, raise additional capital and actively manage our liquidity may impair our ability to execute our business plan, and result in our reducing or eliminating product development and commercialization efforts, reducing our sales and marketing efforts, and having to forego attractive business opportunities.

 

Foreign Currency Exchange

•	Our operating results may be impacted by currency fluctuation.

16      Outstanding Share Data

The authorized share capital of the Company consists of an unlimited number of common shares, with no par value, and an unlimited number of preferred shares in series, with no par value. We had 10,092,375 common shares outstanding at September 30, 2015.

 

		2015								2014
			Number				Amount				Number				Amount
Balance at January 1			10,090,325			$	348,259				9,017,617			$	333,312
Issuance of common shares			-				-				1,057,144				14,768
Warrants exercised			-				-				-				-
Stock options exercised			2,050				16				15,089				176
At September 30,			10,092,375			$	348,275				10,089,850			$	348,256

At September 30, 2015, there were 536,174 stock options and 199,772 PSUs outstanding to purchase our common shares. If these securities are exercised, our shareholders could incur dilution.

17      Forward Looking Statements

This MD&A constitutes “forward-looking information,” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking statements”). Forward-looking statements can be identified by the use of words, such as “plans,” “expects,” or “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” or “believes” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. These forward-looking statements relate to, among other things, our future results, levels of activity, performance, goals or achievements or other future events. These forward-looking statements are based on current expectations and various assumptions and analyses made by us in light of our experience and our perceptions of historical trends, current conditions and expected future developments and other factors that we believe are appropriate in the circumstances. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in our forward-looking statements.

These risks, uncertainties and factors include, but are not limited to: our inability to 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; lack of new government policies and regulations for the energy storage technologies; failure of uniform codes and standards for hydrogen fuelled 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; failure to maintain the requirements for continued listing on NASDAQ; 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.

 

These factors may cause the Company’s actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Company’s business. For example, they do not include the effect of business dispositions, acquisitions, other business transactions, asset write-downs or other charges announced or occurring after forward-looking statements are made. The financial impact of such transactions and non-recurring and other special items can be complex and necessarily depends on the facts particular to each of them.

We believe the expectations represented by our forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding the Company’s fiscal 2015 financial performance and may not be appropriate for other purposes. Furthermore, unless otherwise stated, the forward-looking statements contained in this report are made as of the date of this report and we do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise unless required by applicable legislation or regulation. The forward-looking statements contained in this report are expressly qualified by this cautionary statement.

 

 

 

 

 

 

 

 

 

 

 

 

Third Quarter 2015 Management’s Discussion and Analysis

Page 22

EXHIBIT 99.3

 

 

 

 

 

 

 

 

 

Hydrogenics Corporation

 

Third Quarter 2015

Condensed Interim Consolidated Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hydrogenics Corporation

Condensed Interim Consolidated Balance Sheets

(in thousands of US dollars)

(unaudited)

			September 30, 2015				December  31, 2014
Assets
Current assets
Cash and cash equivalents		$	6,930			$	6,572
Restricted cash			1,271				3,228
Trade and other receivables (note 4)			11,906				12,900
Inventories			16,163				14,698
Prepaid expenses			621				747
			36,891				38,145
Non-current assets
Restricted cash			512				621
Investment in joint venture (note 5)			1,883				2,150
Property, plant and equipment			2,770				1,873
Intangible assets			201				157
Goodwill			4,267				4,609
			9,633				9,410
Total assets		$	46,524			$	47,555
Liabilities
Current Liabilities
Operating borrowings (note 6)		$	2,241			$	-
Trade and other payables			9,960				13,156
Derivative liability			111				-
Warranty provisions (note 7)			1,814				1,392
Deferred revenue			9,746				6,771
			23,872				21,319
Non-current liabilities
Other non-current liabilities (note 8)			10,270				3,464
Non-current warranty provisions (note 7)			747				1,155
Non-current deferred revenue			5,082				6,141
			16,099				10,760
Total liabilities			39,971				32,079
Equity
Share capital			348,275				348,259
Contributed surplus			20,262				18,927
Accumulated other comprehensive loss			(3,063	)			(2,108	)
Deficit			(358,921	)			(349,602	)
Total equity			6,553				15,476
Total equity and liabilities		$	46,524			$	47,555

 

Douglas S. Alexander	David C. Ferguson
Chairman	Director

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

 

 

Hydrogenics Corporation

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

(in thousands of US dollars, except share and per share amounts)

(unaudited) 

			Three months ended								Nine months ended
			September 30,								September 30,
			2015				2014				2015				2014
Revenues		$	9,644			$	11,093			$	24,543			$	29,875
Cost of sales			7,543				8,026				20,247				21,650
Gross profit			2,101				3,067				4,296				8,225
Operating expenses
Selling, general and administrative expenses			2,566				2,846				7,724				9,392
Research and product development expenses (note 11)			1,045				1,160				3,106				2,991
			3,611				4,006				10,830				12,383
Loss from operations			(1,510	)			(939	)			(6,534	)			(4,158	)
Finance income (expenses)
Interest expense, net			(446	)			(105	)			(942	)			(369	)
Foreign currency gains (losses), net(1)			217				(156	)			(381	)			(365	)
Loss from joint venture (note 5)			(127	)			(62	)			(86	)			(62	)
Other finance losses, net (note 12)			(326	)			-				(1,376	)			(181	)
Finance loss, net			(682	)			(323	)			(2,785	)			(977	)
Loss before income taxes			(2,192	)			(1,262	)			(9,319	)			(5,135	)
Income tax expense			-				-				-				-
Net loss for the period			(2,192	)			(1,262	)			(9,319	)			(5,135	)
Items that may be reclassified subsequently to net loss
Exchange differences on translating foreign operations and joint venture			(79	)			(985	)			(955	)			(1,052	)
Comprehensive loss for the period		$	(2,271	)		$	(2,247	)		$	(10,274	)		$	(6,187	)
Net loss per share
Basic and diluted (note 13)		$	(0.22	)		$	(0.13	)		$	(0.92	)		$	(0.54	)

 

(1)

For the three and nine months ended September 30, 2015, respectively, a gain of $220 and a gain of $470 relates to foreign exchange on borrowings. For the three and nine months ended September 30, 2014, respectively, a gain of $180 and a gain of $192 relates to foreign exchange on borrowings.

 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

 

 

Hydrogenics Corporation

Condensed Interim Consolidated Statements of Changes in Equity

(in thousands of US dollars, except share and per share amounts)

(unaudited)

		Common shares																Accumulated other
			Number				Amount				Contributed surplus				Deficit				comprehensive loss (1)				Total equity
Balance at December 31, 2014			10,090,325			$	348,259			$	18,927			$	(349,602	)		$	(2,108	)		$	15,476
Net loss			-				-				-				(9,319	)			-				(9,319	)
Other comprehensive loss			-				-				-				-				(955	)			(955	)
Total comprehensive loss			-				-				-				(9,319	)			(955	)			(10,274	)
Issuance of warrants (notes 8 and 9)			-				-				885				-				-				885
Issuance of common shares on exercise of stock options (note 10)			2,050				16				(7	)			-				-				9
Stock-based compensation expense (note 10)			-				-				457				-				-				457
Balance at September 30, 2015			10,092,375			$	348,275			$	20,262			$	(358,921	)		$	(3,063	)		$	6,553

 

 

		Common shares																Accumulated other
			Number				Amount				Contributed surplus				Deficit				comprehensive loss(1)				Total equity
Balance at December 31, 2013			9,017,617			$	333,312			$	18,449			$	(345,351	)		$	(249	)		$	6,161
Net loss			-				-				-				(5,135	)			-				(5,135	)
Other comprehensive loss			-				-				-				-				(1,052	)			(1,052	)
Total comprehensive loss			-				-				-				(5,135	)			(1,052	)			(6,187	)
Issuance of common shares (note 9)			1,057,144				14,768				-				-				-				14,768
Issuance of common shares on exercise of stock options (note 10)			15,089				176				(64	)			-				-				112
Stock-based compensation expense (note 10)			-				-				462				-				-				462
Balance at September 30, 2014			10,089,850			$	348,256			$	18,847			$	(350,486	)		$	(1,301	)		$	15,316

 

(1)

Accumulated other comprehensive loss represents currency translation adjustments.

 

The authorized share capital of the Company consists of an unlimited number of common shares, with no par value, and an unlimited number of preferred shares in series, with no par value.

 

 

 

 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

 

 

Hydrogenics Corporation

Condensed Interim Consolidated Statements of Cash Flows

(in thousands of US dollars)

(unaudited) 

		Three months ended								Nine months ended
		September 30,								September 30,
			2015				2014				2015				2014
Cash and cash equivalents provided by (used in):
Operating activities
Net loss for the period		$	(2,192	)		$	(1,262	)		$	(9,319	)		$	(5,135	)
(Increase) decrease in restricted cash			118				(1,425	)			2,065				(1,616	)
Items not affecting cash:
Amortization and depreciation			138				206				448				524
Foreign exchange contracts, net of settlements			111				-				111				181
Unrealized foreign exchange losses (gains)			227				(230	)			(29	)			(140	)
Unrealized loss on joint venture (note 5)			127				62				86				62
Accreted non-cash and unpaid interest			220				133				685				366
Payment of post-retirement benefit liability			-				(25	)			-				(70	)
Portion of borrowings recorded as a reduction from research and development expenses (note 8(i))			-				-				-				(118	)
Stock-based compensation (note 10)			163				170				457				462
Stock-based compensation - RSUs and DSUs (note 10)			(174	)			(120	)			(408	)			473
Warrant issuance (note 9)			-				-				885				-
Net change in non-cash working capital (note 14)			326				(1,790	)			(1,575	)			(7,887	)
Cash used in operating activities			(936	)			(4,281	)			(6,594	)			(12,898	)
Investing activities
Investment in joint venture			-				(947	)			-				(947	)
Proceeds from disposals			-				-				-				9
Purchase of property, plant and equipment			(674	)			(20	)			(1,553	)			(545	)
Receipt of IDF government funding (note 15)			-				-				118				-
Purchase of intangible assets			-				(3	)			(81	)			(83	)
Cash used in investing activities			(674	)			(970	)			(1,516	)			(1,566	)
Financing activities
Repayment of repayable government    contributions			(52	)			(50	)			(162	)			(439	)
Proceeds of borrowings, net of transaction costs (note 8)			-				-				6,866				854
Proceeds of operating borrowings (note 6)			2,240				-				6,062				-
Repayment of operating borrowings (note 6)			(1,658	)			-				(3,809	)			-
Common shares issued			-				5				9				13,666
Cash provided by financing activities			530				(45	)			8,966				14,081
Effect of exchange rate fluctuations on cash and cash equivalents held			(6	)			(663	)			(498	)			(740	)
Increase (Decrease) in cash and cash equivalents  during the period			(1,086	)			(5,959	)			358				(1,123	)
Cash and cash equivalents - Beginning of period			8,016				16,659				6,572				11,823
Cash and cash equivalents - End of period		$	6,930			$	10,700			$	6,930			$	10,700
Supplemental disclosure
Interest paid		$	192			$	1			$	194			$	4

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

 

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

Note 1 - Description of Business

Hydrogenics Corporation and its subsidiaries (“Hydrogenics” or the “Corporation” or the “Company”) design, develop and manufacture hydrogen generation products based on water electrolysis technology, and fuel cell products based on proton exchange membrane (“PEM”) technology. The Company has manufacturing plants in Canada and Belgium, a satellite facility in Germany, and a branch office in Russia. Its products are sold throughout the world.

 

Hydrogenics Corporation is incorporated and domiciled in Canada. The address of the Company’s registered head office is 220 Admiral Boulevard, Mississauga, Ontario, Canada. The Company’s shares trade under the symbol “HYG” on the Toronto Stock Exchange and under the symbol “HYGS” on NASDAQ.

 

On November 9, 2015, the Board of Directors authorized the condensed interim consolidated financial statements for issue.

Note 2 - Basis of Preparation and Significant Accounting Policies

These unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2015 have been prepared in accordance with International Accounting Standards (“IAS”) 34, “Interim financial reporting”. The disclosures contained in these unaudited condensed interim consolidated financial statements do not include all of the requirements of International Financial Reporting Standards (“IFRS”) for annual financial statements. The condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2014, which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (“IASB”). The unaudited condensed interim consolidated financial statements are based on accounting policies as described in the 2014 annual consolidated financial statements, except as described below:

 

Warrants

The Company issued warrants in the second quarter of 2015, which have been classified as equity at issuance and recorded in contributed surplus.

 

Research and product development costs

The Company has capitalized development costs as intangible assets, amortized over their estimated useful lives of three years.

 

Financial instruments

Financial assets and financial liabilities are recognized on the trade date - the date on which the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when they are extinguished, which occurs when the obligation specified in the contract is discharged, cancelled or expired. Financial assets and financial liabilities are offset and the net amount reported in the consolidated balance sheets when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the financial asset and settle the financial liability simultaneously.

 

At initial recognition, the Company classifies its financial instruments in the following categories depending on the purpose for which the instruments were acquired, as follows:

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

(i)

Financial assets and financial liabilities at fair value through profit or loss. A financial asset or financial liability is classified in this category if acquired principally for the purpose of selling or repurchasing in the short term. Derivatives are also included in this category, unless designated as hedges. Financial instruments in this category are recognized initially and subsequently at fair value. Transaction costs are expensed in the consolidated statements of operations and comprehensive loss. Gains and losses arising from changes in fair value are presented in the consolidated statements of operations and comprehensive loss within other gains and losses in the period in which they arise. Financial assets and financial liabilities at fair value through profit or loss are classified as current, except for the portion expected to be realized or paid beyond 12 months of the consolidated balance sheet dates, which is classified as non-current. The Company classifies warrants and derivative assets/liabilities at fair value through profit or loss. The measurement of the fair value of an asset or liability is based on assumptions that market participants would use when pricing the asset or liability under current market conditions.

 

The Company also periodically enters into foreign exchange forward contracts to limit its exposure to foreign currency rate fluctuations. These derivatives are recognized initially at fair value and are recorded as either assets or liabilities based on their fair value. Subsequent to initial recognition, these derivatives are measured at fair value and changes to their value are recorded through net loss, unless these financial instruments are designated as hedges.

 

(ii)

Loans and receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company’s loans and receivables comprise trade and other receivables, cash and cash equivalent, and restricted cash, and are classified as current, except for the portion expected to be realized or paid beyond 12 months of the consolidated balance sheet dates, which is classified as non-current. Loans and receivables are initially recognized at fair value. The measurement of the fair value of an asset is based on assumptions that market participants would use when pricing the asset under current market conditions. Subsequently, loans and receivables are measured at amortized cost using the effective interest method less a provision for impairment.

 

(iii)

Financial liabilities at amortized cost. Financial liabilities at amortized cost include trade and other payables, repayable government contributions and long-term debt (see Note 8 - Other Non-current Liabilities). All financial liabilities at amortized cost are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method. At the end of each reporting period, interest accretion related to repayable government contributions and long-term debt is included in interest expense and changes in value attributable to changes in the timing and amount of estimated future cash flows are included in other finance gains and losses, net. Financial liabilities are classified as current liabilities if payment is due within 12 months (or within the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.

 

(iv)

Derivative financial instruments, including hedge accounting. The Company periodically holds derivative financial instruments to hedge its foreign currency risk exposures that are designated as the hedging instrument in a hedge relationship. On initial designation of the hedge, the Company formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80-125 percent. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income. Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and presented in unrealized gains/losses on cash flow hedges in equity. The amount recognized in other comprehensive income is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the statement of operations and comprehensive loss as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

 

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in other comprehensive income and presented in unrealized gains/losses on cash flow hedges in equity remains there until the forecast transaction affects profit or loss.

 

If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss. In other cases, the amount recognized in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit or loss.

 

Note 3 - Accounting Standards Issued But Not Yet Applied

 

In July 2014, the IASB issued a final version of IFRS 9, Financial Instruments, which replaces IAS 39, Financial Instruments: Recognition and Measurement, and supersedes all previous versions of the standard. The standard introduces a new model for the classification and measurement of financial assets and liabilities, a single expected credit loss model for the measurement of the impairment of financial assets and a new model for hedge accounting that is aligned with a company’s risk management activities. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with earlier adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

 

In May 2014, the IASB issued the final revenue standard, IFRS 15, Revenue from Contracts with Customers, which will replace IAS 11, Construction Contracts, IAS 18, Revenue, IFRIC 13, Customer Loyalty Programmes, IFRIC 15, Agreements for the Construction of Real Estate, IFRIC 18, Transfer of Assets from Customers, and SIC 31, Revenue - Barter Transactions Involving Advertising Services. The new standard provides a comprehensive five-step revenue recognition model for all contracts with customers and requires management to exercise significant judgment and make estimates that affect revenue recognition. IFRS 15 will be mandatorily effective for fiscal years beginning on or after January 1, 2017 and interim periods within that year. Earlier application is permitted. In September 2015, the IASB deferred the effective date of the revenue standard to January 1, 2018. The Company is assessing the new standard to determine its impact on the Company’s condensed interim consolidated financial statements.

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

Note 4 - Trade and Other Receivables

 

			September 30,  2015				December 31,  2014
Trade accounts receivable		$	3,363			$	4,469
Less:  Allowance for doubtful accounts			(127	)			(133	)
Net trade accounts receivable			3,236				4,336
Accrued receivables			6,542				6,049
Other receivables			2,128				2,515
Total trade and other receivables		$	11,906			$	12,900

 

Included in accrued receivables is $4,554 relating to receivables which are to be billed according to progress based, specified payment schedules, typical with long term percentage of completion contracts. Management anticipates that $1,690 of this amount will not be billed within the next 12 months.

 

Note 5 - Investment in Joint Venture

 

On May 28, 2014, the Company entered into a joint arrangement with a South Korean company, whereby the parties formed Kolon Hydrogenics to launch and market potential businesses based on products and technologies produced by Hydrogenics for the Korean market. The Company has a 49% equity position in Kolon Hydrogenics and shares joint control. The Board of Directors of the joint venture has four directors consisting of two nominees from each of Hydrogenics and Kolon Water and Energy, and all resolutions are adopted by an affirmative vote of two-thirds. The Company accounts for this joint venture using the equity method in accordance with IFRS 11, Joint Arrangements.

 

			September 30,  2015
Balance at January 1, 2015		$	2,150
Share in profit of the joint venture			(86	)
Foreign currency translation			(181	)
Investment in joint venture		$	1,883

 

Note 6 - Operating Borrowings

 

At September 30, 2015, the Company had a Belgian joint credit and operating line facility of €7,000. Of this, €4,925 or approximately $5,517 was drawn as standby letters of credit and bank guarantees and €2,000 or approximately $2,240 was drawn as an operating line. At September 30, 2015, the Company had availability of less than €75 or approximately $84 (December 31, 2014 - $4,064) under this facility for use as letters of credit and bank guarantees.

 

At September 30, 2015, the Company also had a Canadian credit facility of $4,681. At September 30, 2015, $1,456 was drawn as standby letters of credit and bank guarantees. At September 30, 2015, the Company had $3,225 (December 31, 2014 - $1,879) available under this facility for use only as letters of credit and bank guarantees.

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

Note 7 - Warranty Provisions

 

Changes in the Company’s aggregate warranty provision are as follows:

 

			2015				2014
At January 1,		$	2,547			$	2,893
Additional provisions			1,027				1,702
Utilized during the period			(535	)			(1,187	)
Unused amounts reversed			(334	)			(451	)
Foreign currency translation			(144	)			(192	)
Total warranty provision at September 30,			2,561				2,765
Less Current portion			(1,814	)			(1,693	)
Long-term warranty provision at September 30,		$	747			$	1,072

 

Note 8 - Other Non-current Liabilities

 

Other non-current liabilities are as follows:

 

			September 30,  2015				December 31, 2014
Long-term debt - Institutional (i)		$	7,034			$	-
Long-term debt - Province of Ontario (ii)			2,867				2,922
Non-current post-retirement benefit liability (iii)			192				208
Repayable government contributions (iv)			373				553
Total non-current liabilities			10,466				3,683
Less Current portion of repayable government contribution			(196	)			(219	)
Total other non-current liabilities		$	10,270			$	3,464

 

(i)

Long-term debt – Institutional

 

In the second quarter of 2015, the Company entered into a loan agreement with a syndicate of lenders for an 18 month facility of $7,500. The amortized cost of this loan at September 30, 2015 was $7,034. Included with this loan agreement was the issuance of 250,000 warrants to the lenders. The loan charges interest at an annual rate of 11%. The warrants have been recorded in contributed surplus.

 

(ii)

Long-term debt - Province of Ontario

 

In 2011, the Corporation entered into a loan agreement with the Province of Ontario’s Ministry of Economic Development and Trade, Strategic Jobs and Investment Fund for funding up to C$6,000. Each draw on the loan is calculated based on 50% of eligible costs to a maximum of C$1,500 per disbursement. Eligible costs must be incurred between October 1, 2010 and September 30, 2015.

 

The maturity date of the loan is ten years from the date of the first disbursement. The loan will be interest free for the first five years, commencing on the first day of the month following the date of the first disbursement, if certain criteria are met, such as the retention and creation of a specified number of jobs. After this five-year period, the loan will bear interest at a rate of 3.67%, if all criteria have been met, and will require repayment at a rate of 20% per year of the outstanding balance for the five years subsequent to the sixth anniversary of the first disbursement. If the criteria are not met, the loan will bear interest at a rate of 5.67% per annum for the entire term of the loan commencing from the first disbursement.

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

There is no availability remaining under this facility at September 30, 2015. The loan is collateralized by a general security agreement covering assets of Hydrogenics Corporation. Additionally, the Corporation is required to maintain a minimum balance of cash in Canadian dollars in a Canadian financial institution at all times.

 

The change in carrying value of this liability as at September 30 was as follows:

 

			Nine months ended September 30
			2015				2014
At January 1,		$	2,922			$	2,260
Drawdowns during the period			-				735
Interest accretion during the period			347				282
Foreign exchange revaluation			(402	)			(128	)
At September 30,		$	2,867			$	3,149

 

(iii)

Post-retirement benefit liability

 

The liability at September 30, 2015 relates to defined contribution pension plans in Belgium and is payable in euros. Applicable law states that in the context of defined contribution plans, the employer must guarantee a minimum return of 3.75% on employee contributions and 3.25% on employer contributions. The minimum guaranteed return for defined contributions plans in Belgium results in the employer being exposed to financial risk for the legal obligation to pay further contributions if the fund does not hold sufficient assets to meet the minimum guaranteed return.

 

In the past, the Company did not apply the defined benefit accounting for these plans because higher discount rates were applicable and the return on plan assets provided by insurance companies was sufficient to cover the minimum guaranteed return. Continuous low interest rates offered by the European financial markets resulted in employers in Belgium being required to measure the potential impact of defined benefit accounting for these plans. The Company has estimated the potential additional liabilities as $192 at September 30, 2015. There were no actuarial remeasurements during the nine months ended September 30, 2015.

 

During 2014, the Company had a liability in respect of the value of an unfunded pension obligation. This liability was $nil at September 30, 2015 (September 30, 2014 - $303), due to the death of the beneficiary of this plan.

 

(iv)

Repayable government contributions:

 

The Corporation has received government contributions related to certain historical research and development projects. In 1998, the Company entered into an agreement (the “TPC Agreement”) with Technologies Partnerships Canada (“TPC”), a program of Industry Canada to develop and demonstrate hydrogen fleet fuel appliances.

 

In January 2011, with respect to the TPC Agreement, the Corporation entered into an amended agreement (the “Amendment”) with Industry Canada. Under the terms of the Amendment, C$1,500 will be paid to Industry Canada in quarterly instalments which commenced in January 2011 and will continue until September 2017. An additional payment (the “Contingent Amount”) of 3% of the net proceeds of all equity instrument financing transactions completed by the Corporation on or before September 30, 2017 or the sum of C$800, whichever is the lesser amount, will be paid to Industry Canada. The Corporation has paid C$800 to date under the 3% contingent payment provisions described above, which is the maximum under the agreement.

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

The present value of this obligation at September 30, 2015 was $373 (December 31, 2014 - $553), including the current portion of $196 (December 31, 2014 - $219), which was included in trade and other payables.

			Nine months ended September 30				Nine months ended September 30
			2015				2014
At January 1,		$	553			$	990
Repayments during the period			(162	)			(439	)
Interest accretion during the period			50				84
Foreign currency translation			(68	)			(61	)
Fair value (gain) loss			-				39
At September 30,		$	373			$	613
Less Current portion			(196	)			(226	)
At September 30,		$	177			$	387

 

Fair value gains and losses have been recorded in other finance gains and losses, net of interest expense.

 

Note 9 - Share Capital

 

Common shares

 

			September 30, 2015								September 30, 2014
			Number				Amount				Number				Amount
Balance at January 1			10,090,325			$	348,259				9,017,617			$	333,312
Share offering			-				-				1,000,000				13,545
Warrants exercised			-				-				57,144				1,223
Stock options exercised (note 10)			2,050				16				15,089				176
At September 30,			10,092,375			$	348,275				10,089,850			$	348,256

 

Common share issuance

 

On May 13, 2014, the Company and CommScope, Inc. of North Carolina (“CommScope”) entered into an underwriting agreement to issue 1,500,000 common shares of the Company (1,000,000 from Treasury and 500,000 secondary shares by CommScope) at a price of US$15 per share. The underwriters also retained an overallotment of 225,000 shares that could be issued at any time during the 30 days following the closing of the offering. On May 16, 2014, the Company issued 1,000,000 shares for gross proceeds of $15,000. Net proceeds after underwriting fees and expenses were $13,545.

 

Warrant issuance

 

On May 8, 2015, as part of a loan agreement with a syndicate of lenders, the Company issued 250,000 share purchase warrants. Each warrant is exercisable for one common share of the Company at an exercise price of US$15.00 per common share. The warrants are non-transferrable and expire on May 6, 2019. As a result of this issuance, the fair market value of these warrants of $885 was included in other finance (losses) gains with a corresponding credit to contributed surplus.

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

The fair value of the warrants was determined using the Black-Scholes option pricing model with the following weighted average assumptions:

 

			2015
Risk-free interest rate (%)			0.71	%
Expected volatility (%)			65.6	%
Expected life in years			3
Expected dividend			Nil

 

Expected volatility was determined using the historical volatility for the Company’s share price for the three years prior to the date of grant, as this is the expected life of the warrants.

 

Note 10 - Stock-Based Compensation

 

Under the Company’s previous Stock Option Plan 252,006 stock options were outstanding at September 30, 2015. No further stock options may be issued under this plan.

 

Of the 660,564 shares available under the Omnibus Incentive Plan, to be issued as stock options, restricted share units (“RSUs”) and performance share units (“PSUs”), 284,168 have been granted as stock options and 199,772 have been granted as PSUs and were outstanding at September 30, 2015. The Company has 176,624 units available for issue under this plan at September 30, 2015.

 

Stock options

A summary of the Company’s stock option plan for the nine months ended September 30, 2015 and 2014 is as follows:

 

		2015								2014
			Number of shares				Weighted average exercise price C$				Number of shares				Weighted average exercise price C$
Outstanding, beginning of period			481,403			$	6.99				503,907			$	8.63
Granted			56,821				16.14				-				-
Exercised			(2,050	)			5.56				(14,135	)		$	8.66
Expired			-				-				(5,052	)		$	160.11
Outstanding, end of period			536,174			$	7.97				484,720			$	7.05

 

During the nine months ended September 30, 2015, 56,821 stock options were granted (2014 - nil). All options are for a term of ten years from the date of grant and vest over four years unless otherwise determined by the Board of Directors. The fair value of the stock options was determined using the Black-Scholes option pricing model with the following weighted average assumptions:

 

			2015
Risk-free interest rate (%)			0.88	%
Expected volatility (%)			63.1	%
Expected life in years			5
Expected dividend			Nil

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

Expected volatility was determined using the historical volatility for the Company’s share price for the five years prior to the date of grant, as this is the expected life of the stock options.

 

Stock-based compensation expense for the nine months ended September 30, 2015, related to stock options, was $200 (2014 - $226) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

 

Performance share units

 

During the nine months ended September, 2015, 32,670 PSUs were granted with a fair value of C$527 (2014 - 37,827 units).

 

A summary of the Company’s PSU activity is as follows:

 

			2015				2014
Balance at January 1,			192,320				154,493
Forfeited			(25,218	)			-
PSUs granted			32,670				37,827
At September 30,			199,772				192,320

 

Stock-based compensation expense for the nine months ended September 30, 2015, related to PSUs, was $257 (2014 - $236) and was included in selling, general and administrative expenses with an offsetting increase to contributed surplus.

 

Deferred share units

 

The Company has a deferred share unit plan for non-employee directors, who are entitled to receive all or any portion of their annual cash retainer and meeting fees in the form of DSUs instead of cash. Each DSU is equivalent in value to a common share of the Company. The DSU liability is marked-to-market each reporting period with the offset recorded in selling, general and administrative expenses.

 

A summary of the Company’s DSU activity is as follows:

 

		2015								2014
			Number				Amount				Number				Amount
Balance at January 1,			87,850			$	1,168				131,320			$	2,521
DSU redemptions			-				-				(49,442	)			(1,472	)
DSU compensation expense			8,709				83				3,887				78
DSU fair value adjustments			-				(491	)			-				318
At September 30,			96,559			$	760				85,766			$	1,445

 

For the nine months ended September 30, 2015, the Company recognized $83 (2014 - $78) as expense for the issue of new DSUs and a recovery of $491 (2014 - expense of $318) for the mark-to-market adjustment on the liability.

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

The DSU liability at September 30, 2015 of $760 (2014 - $1,445) was included in trade and other payables. DSUs vest immediately on the date of issuance.

 

Restricted share units

 

The RSU liability at September 30, 2015 was $nil (2014 - $737) as all outstanding units had vested and were paid out at December 31, 2014.

 

A summary of the Company’s RSU activity is as follows:

 

		2015								2014
			Number				Amount				Number				Amount
Balance at January 1,			-			$	-				46,885			$	660
RSU amortization expense			-				-				-				194
RSU fair value adjustments			-				-				-				(117	)
At September 30,			-			$	-				46,885			$	737

 

Note 11 - Research and Product Development Expenses

 

Research and product development expenses are recorded net of non-repayable third party program funding received or receivable. For the nine months ended September 30, 2015 and 2014, research and product development expenses and program funding are as follows:

 

Three months ended September 30,			2015				2014
Research and product development expenses		$	1,346			$	1,790
Government research and product development funding			(301	)			(630	)
Development costs capitalized			-				-
Total		$	1,045			$	1,160

 

 

Nine months ended September 30,			2015				2014
Research and product development expenses		$	4,727			$	5,354
Government research and product development funding			(1,544	)			(2,363	)
Development costs capitalized			(77	)			-
Total		$	3,106			$	2,991

 

 

Note 12 - Other Finance Gains and Losses, Net

 

Components of other finance gains and losses, net are as follows:

 

Three months ended September 30,			2015				2014
Foreign exchange contracts – fair market value adjustment and settlement on held for trading financial instruments		$	(326	)		$	-
Total		$	(326	)		$	-

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

Nine months ended September 30,			2015				2014
Foreign exchange contracts – fair market value adjustment and settlement on held for trading financial instruments		$	(491	)		$	-
Warrant issuance			(885	)			-
Loss from change in fair value of exercised warrants			-				(142	)
Loss from change in net present value of repayable government contribution			-				(39	)
Total		$	(1,376	)		$	(181	)

 

Note 13 - Net Loss Per Share

 

The loss per share for the periods ended September 30, 2015 and 2014 was as follows:

 

			Three months ended September 30								Nine months ended September 30
			2015				2014				2015				2014
Net loss		$	(2,192	)		$	(1,262	)		$	(9,319	)		$	(5,135	)
Weighted average number of shares outstanding - basic and diluted			10,092,375				10,089,508				10,091,458				9,593,140
Net loss per share - basic and diluted		$	(0.22	)		$	(0.13	)		$	(0.92	)		$	(0.54	)

 

No effect has been given to the potential exercise of stock options and warrants in the calculation of diluted net loss per share, as their impact would be anti-dilutive.

 

Note 14 - Condensed Statements of Cash Flows

 

Components of the net change in non-cash working capital are as follows:

 

			Three months ended September 30,								Nine months ended September 30,
			2015				2014				2015				2014
Decrease (increase) in current assets
Trade and other receivables		$	(412	)		$	(2,608	)		$	806			$	(5,222	)
Inventories			(811	)			1,457				(1,465	)			(3,917	)
Prepaid expenses			166				136				126				-
Increase (decrease) in current liabilities
Trade and other payables, including warranty provision			648				(2,875	)			(2,959	)			(2,236	)
Deferred revenue			735				2,100				1,917				3,488
Total		$	326			$	(1,790	)		$	(1,575	)		$	(7,887	)

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

Note 15 - Commitments and Contingencies

 

In November 2014, Hydrogenics entered into an agreement with the Independent Electricity System Operators (“IESO”) to provide a 2MW Power-to-Gas storage unit to the Province of Ontario. It is anticipated that the unit will be put into service in 2016, at which time the service commencement period will begin and will last for a period of 36 months. Hydrogenics will receive a total of C$2,950, paid in equal monthly instalments, in return for IESO’s use of the energy storage solution over the three-year period.

 

In order to partially fund the development of the unit, Hydrogenics and the Province of Ontario, through the Ministry of Research and Innovation (“MRI”), negotiated a forgivable loan facility from the Innovation Demonstration Fund Program (“IDF”). The loan bears interest at 3.23%, is expected to mature on June 30, 2020 and the principal and interest are forgivable upon the satisfaction of certain criteria. Under the terms of the loan agreement, the government has committed to fund up to C$4,000 through a forgivable loan, to be funded at 50% of eligible costs incurred on the project. The total cost of the energy storage solution is expected to be C$8,000, of which C$1,960 of the costs will be funded by Hydrogenics, C$2,040 will be funded by Enbridge and the remaining C$4,000 from the forgivable loan. The project completion date is expected to be December 31, 2016.

 

The forgiveness of the principal and interest on the loan is contingent on a final commercialization report satisfactory to MRI, indicating successful commissioning and verification of the operation of the multi-stack two MW PEM electrolyzer and demonstrated performance capabilities that would be deemed acceptable for ancillary service as per the IESO specifications. The forgivable loan has been accounted for as a government grant as management estimates there is reasonable assurance that the terms of forgiveness will be met.

 

At September 30, 2015, the Company has accumulated total costs in building the unit of $655, which have been classified as property, plant and equipment. The Company has received total funding of $118 under the IDF loan, of which $118 was received in the nine months ended September 30, 2015 and has accrued an additional $159 of funding to be received. The funding amounts have been recorded as a reduction to property, plant and equipment.

 

Note 16 - Related Party Transactions

In the normal course of operations, the Company subcontracts certain manufacturing functions to a company owned by a family member of a senior officer who is also a director of the Company. During the three and nine months ended September 30, 2015, Hydrogenics made purchases of $42 and $81, respectively (2014 - $72 and $153), from this related company. At September 30, 2015, the Company had an accounts payable balance due to this related party of $39 (2014 - $24).

 

At September 30, 2015, the Company had a receivable of $935 owing from its joint venture, Kolon Hydrogenics, which is included in accrued accounts receivable.

 

All related party transactions involve the parent company. There are no related party transactions to disclose for the Company’s subsidiaries.

 

Note 17 - Segmented Financial Information

 

The Company’s two reportable segments include OnSite Generation and Power Systems. Segmentation is based on the internal reporting and organizational structure, taking into account the different risk and income structures of the key products and production processes of the Company. Where applicable, corporate and other activities are reported separately as Corporate and Other. OnSite Generation includes the design, development, manufacture and sale of hydrogen generation products. Power Systems includes the design, development, manufacture and sale of fuel cell products.

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

Financial information by reportable segment for the three and nine months ended September 30, 2015 and 2014 was as follows:

 

Three months ended September 30, 2015			OnSite Generation				Power Systems				Corporate and Other				Total
Revenues from external customers		$	7,633			$	2,011			$	-			$	9,644
Gross profit			1,183				918				-				2,101
Selling, general and administrative expenses			665				987				914				2,566
Research and product development expenses			480				558				7				1,045
Segment gain (loss)			38				(627	)			(921	)			(1,510	)
Interest expense, net			-				-				(446	)			(446	)
Foreign currency gains, net			-				-				327				327
Loss in joint venture			-				-				(127	)			(127	)
Other finance losses, net			-				-				(326	)			(326	)
Earnings (loss) before income taxes		$	38			$	(627	)		$	(1,603	)		$	(2,192	)
Total segment assets			24,673				16,480				5,371				46,524
Total segment liabilities (current and non-current)			15,044				16,285				8,642				39,971

 

The Company’s derivative financial instruments are considered to be segment liabilities, and are included in On-Site Generation.

 

Three months ended September 30, 2014			On-Site Generation				Power Systems				Corporate and Other				Total
Revenues from external customers		$	7,435			$	3,658			$	-			$	11,093
Gross profit			1,817				1,250				-				3,067
Selling, general and administrative expenses			855				1,016				975				2,846
Research and product development expenses			250				902				8				1,160
Segment gain (loss)			712				(668	)			(983	)			(939	)
Interest expense, net			-				-				(105	)			(105	)
Foreign currency losses, net			-				-				(156	)			(156	)
(Loss) in joint venture			-				-				(62	)			(62	)
Other finance losses, net			-				-				-				-
Earnings (loss) before income taxes		$	712			$	(668	)			(1,306	)			(1,262	)
Total segment assets			23,528				17,323				9,525				50,376
Total segment liabilities (current and non-current)			13,404				19,424				2,232				35,060

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

Nine months ended September 30, 2015			On-Site Generation				Power Systems				Corporate and Other				Total
Revenues from external customers		$	15,469			$	9,074			$	-			$	24,543
Gross profit			2,113				2,183				-				4,296
Selling, general and administrative expenses			1,898				2,882				2,944				7,724
Research and product development expenses			1,381				1,699				26				3,106
Segment loss			(1,166	)			(2,398	)			(2,970	)			(6,534	)
Interest expense, net			-				-				(942	)			(942	)
Foreign currency losses, net			-				-				(381	)			(381	)
Loss in joint venture			-				-				(86	)			(86	)
Other finance losses, net			-				-				(1,376	)			(1,376	)
Loss before income taxes		$	(1,166	)		$	(2,398	)		$	(5,755	)		$	(9,319	)

 

 

Nine months ended September 30, 2014			On-Site Generation				Power Systems				Corporate and Other				Total
Revenues from external customers		$	20,912			$	8,963			$	-			$	29,875
Gross profit			4,730				3,495				-				8,225
Selling, general and administrative expenses			2,520				3,131				3,741				9,392
Research and product development expenses			1,024				1,952				15				2,991
Segment gain (loss)			1,186				(1,588	)			(3,756	)			(4,158	)
Interest expense, net			-				-				(369	)			(369	)
Foreign currency losses, net			-				-				(365	)			(365	)
Loss in joint venture			-				-				(62	)			(62	)
Other finance losses, net			-				-				(181	)			(181	)
Earnings (loss) before income taxes		$	1,186			$	(1,588	)		$	(4,733	)		$	(5,135	)

 

Note 18 - Risk Management Arising From Financial Instruments

 

Fair value

 

The carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable and accrued liabilities (excluding the liabilities relating to the RSUs and DSUs) approximate their fair value given their short-term nature. The carrying value of the non-current liabilities approximates their fair value given the difference between the discount rates used to recognize the liabilities in the balance sheets and the market rates of interest is insignificant.

 

Financial assets and liabilities recognized in the balance sheets at fair value must be categorized in accordance with the following levels:

(i)

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

(ii)

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

(iii)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

The fair value of the liabilities relating to the RSUs and DSUs is classified as Level 1. The fair value of the derivative financial instruments are classified as Level 2.

 

The Company has not transferred any financial instruments between Levels 1, 2, or 3 of the fair value hierarchy during the nine months ended September 30, 2015.

 

Financial instruments are classified into one of the following categories: fair value through profit and loss; held-to-maturity; available-for-sale; loans and receivables; and other financial liabilities. The following table summarizes information regarding the carrying values of the Company’s financial instruments:

 

			September 30, 2015				December 31, 2014
Cash and cash equivalents		$	6,930			$	6,572
Restricted cash			1,271				3,228
Restricted cash - non current			512				621
Trade and other receivables			11,906				12,900
Loans and receivables		$	20,619			$	23,321
Trade and other payables		$	9,960			$	13,156
Operating borrowings			2,241				-
Long-term debt			9,746				2,922
Non-current repayable government contributions			242				334
Derivative Liability			111				-
Other financial liabilities		$	22,300			$	16,412

 

Foreign currency risk

 

Foreign currency risk arises because of fluctuations in exchange rates. The Company conducts a significant portion of its business activities in currencies other than the Company’s functional currency of US dollars and the functional currency of its Belgium subsidiary in Euros. This primarily includes Canadian dollar transactions at the parent company and US dollar transactions at the Company’s subsidiaries in Belgium and Germany.

 

The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by converting foreign denominated financial assets into the applicable currency of the subsidiary to the extent practicable to match the obligations of its financial liabilities. The Company also periodically enters into foreign exchange forward contracts to limit its exposure to foreign currency rate fluctuations. All of the foreign exchange forward contracts expire within the following twelve months.

 

Financial assets and financial liabilities denominated in foreign currencies will be affected by changes in the exchange rate between the functional currency and these foreign currencies. This primarily includes cash and cash equivalents; trade and other receivables; trade and other payables and other long-term liabilities which are denominated in foreign currencies.

 

As at September 30, 2015, the Company had foreign exchange forward contracts totaling $2,200 in notional USD and £905 in notional GBP.

 

Hydrogenics Corporation Notes to Condensed Interim Consolidated Financial Statements (in thousands of US dollars, except share and per share amounts) (unaudited)

 

Note 19 - Capital Management

 

The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its growth strategy, fund research and product development, while at the same time, taking a conservative approach toward financial leverage and management of financial risk.

 

The Company’s primary uses of capital are to finance operations and increase non-cash working capital and capital expenditures. The Company currently funds these requirements from existing cash resources, cash raised through share issuances and long-term debt. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its products and services to its customers and returns to its shareholders. The Company monitors its capital on the basis of the adequacy of its cash resources to fund its business plan. In order to maximize the capacity to finance the Company’s ongoing growth, the Company does not currently pay a dividend to holders of its common shares.

 

The Company considers its capital employed as shareholders’ equity and total debt, net of cash and cash equivalents as follows:

 

			September 30, 2015				December 31, 2014
Shareholders’ equity		$	6,553			$	15,476
Operating borrowings			2,241				-
Long-term debt and repayable government contributions			10,274				3,475
Total			19,068				18,951
Less Cash and cash equivalents and restricted cash			8,713				10,421
Total capital employed		$	10,355			$	8,530

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 Q3 Condensed Interim Consolidated Financial Statements

Page 21

EXHIBIT 99.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.5

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Daryl Wilson, President and Chief Executive Officer of Hydrogenics Corporation, certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Hydrogenics Corporation (the “issuer”) for the interim period ended September 30, 2015.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

N/A

5.3

N/A

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 10, 2015.

/s/ Daryl Wilson
Daryl Wilson
President and Chief Executive Officer

EXHIBIT 99.6

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Robert Motz, Chief Financial Officer of Hydrogenics Corporation, certify the following:

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Hydrogenics Corporation (the “issuer”) for the interim period ended September 30, 2015.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

N/A

5.3

N/A

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 10, 2015.

/s/ Robert Motz
Robert Motz
Chief Financial Officer