UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition
On August 15, 2022, Fluence Energy, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the third fiscal quarter of fiscal year 2022. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with the issuance of the press release, the Company is holding a public conference call and webcast on August 16, 2022, at 8:30 a.m. EDT. The accompanying investor presentation materials will be available on the Company’s website at: www.fluenceenergy.com, by selecting Investors, and News, Events & Presentations.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as expressly stated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File formatted in iXBRL. | ||||
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 hereunto duly authorized.
| FLUENCE ENERGY, INC. | ||||||||
| Date: August 15, 2022 | By: | /s/ Francis Fuselier | ||||||
| Francis Fuselier | ||||||||
| SVP, General Counsel and Secretary | ||||||||
Exhibit 99.1
Fluence Energy, Inc. Reports Third Quarter 2022 Results
Strong Cash Generation Showcases Backlog Conversion and Balance Sheet Strength
ARLINGTON, Va., August 15, 2022 (GLOBE NEWSWIRE) – Fluence Energy, Inc. (Nasdaq: FLNC) (“Fluence” or the “Company”), a leading global pure-play provider of energy storage products and services as well as digital applications for renewables and storage, today announced its results for the three months ended June 30, 2022.
Strategic and Operational Highlights
Third Fiscal Quarter Ended June 30, 2022
•Slightly slower contracting in the third fiscal quarter following two outstanding quarters:
◦Entered into 311 MW of energy storage product contracts during the quarter;
◦Entered into 81 MW of energy service contracts during the quarter; and
◦Entered into 804 MW of Fluence IQ digital contracts during the quarter.
•First nine months of fiscal year 2022 energy storage product order intake of 1,493 MW already surpasses all of prior fiscal year order intake of 1,311 MW; and
•Launched Fluence Academy's online training program to advance industry knowledge of energy storage operations.
Recent Developments
•Opened India technology center underscoring commitment to the region and execution of global product strategy; and
•Entered into a binding agreement to form a partnership with ReNew Power in India, expected to commence operation in October.
Financial Results
•Third fiscal quarter financial results:
◦Revenue of $239 million, down 14% year over year, in line with expectations given the recent COVID-19 related lockdowns in China.
◦Gross profit margin was approximately negative 2% an improvement of three percentage points from approximately negative 5% for the same quarter last year, in line with expectations.
◦Net loss of $61 million, compared to net loss of $39 million for the same quarter last year, in line with expectations.
◦Adjusted EBITDA1 for the third fiscal quarter was negative $48 million, compared to negative $35 million for the same quarter last year.
◦Total cash and cash equivalents was approximately $762 million as of June 30, 2022, an increase of approximately $39 million from March 31, 2022, stronger than expected.
1 *Non-GAAP Financial Metric. See the section below titled “Non-GAAP Financial Measures” for more information regarding the Company's use of non-GAAP financial measures, as well as a reconciliation to the most directly comparable financials measure stated in accordance with GAAP.
1
•Total backlog2 of $2.1 billion as of June 30, 2022, comprised of approximately $1.8 billion from energy storage products, and approximately $0.3 billion from recurring revenues businesses (energy storage services and Fluence IQ). This compares to our March 31, 2022 total backlog of $2.2 billion.
Executive Summary
Commenting on the quarter, Manuel Perez Dubuc, the Company’s Chief Executive Officer, said “We continue to make progress on mitigating the headwinds impacting our margins. Thanks to the team's dedication in establishing relationships with multiple shipping and logistics companies in December of last year, we are now starting to see the benefits of these relationships with our shipping partners offering better terms and greater optionality. Additionally, we are making strides in diversifying our suppliers. However, we continue to see a tight battery and inverter market in 2023. We remain focused on reducing our project cost overruns as we install and commission our products and expect these headwinds to ease as we progress through the coming quarters.
I’m pleased to report that thanks to our strong order intake during the third quarter, in the first nine months of fiscal year 2022 we have already surpassed our order intake for all of fiscal year 2021. This achievement reflects the robust demand for our energy storage products, services, and digital applications as the world transitions towards renewable energy.
Additionally, we are encouraged by the progress we're seeing in U.S. policies with the proposed Inflation Reduction Act of 2022. There are several elements of this proposed legislation that would provide significant upside for Fluence, namely the 30% investment tax credit for standalone energy storage. We believe that would provide our business with tremendous opportunities in the U.S. as additional projects are brought forward. While our financial plan has never relied on any subsidies, we are pleased to see the U.S. government take serious steps towards decarbonizing our world.
As we look to close out this fiscal year, we underscore the progress we have made and adversity we have overcome to deliver our customers best in class storage solutions. While we remain under force majeure with many of our battery suppliers, we are encouraged by the increasing volumes we are seeing as our battery suppliers begin to recover from the recent COVID-19 related lockdowns in China. We will continue to explore ways to diversify our battery supply as we engage with players throughout the value chain and we remain committed to reducing our project costs. We are excited about our future and look forward to show further progress on our margins in the fourth quarter.”
Commenting on the Company’s financial results, Dennis Fehr, the Company’s Chief Financial Officer, said “During the third fiscal quarter, we continued to make progress on improving our gross profit while bolstering our liquidity. I am pleased to report our cash position increased over the quarter and sits at more than $760 million as of the end of the third quarter, providing us with the liquidity and stability necessary for the expected working capital build in our fourth quarter and until we reach cash and bottom-line break even in fiscal year 2024. We are focused on maintaining our positive momentum into the fourth quarter and are encouraged by the incremental benefits we see from the Inflation Reduction Act."
Fiscal Year 2022 Total Revenue Guidance
The Company reaffirms fiscal year 2022 total revenue guidance of approximately $1.1 billion at the lower end of the previously provided range. This guidance is predicated on the on-time arrival of products which are currently in transit and the handover to our customers to recognize the related revenue in the remaining 45 days of the quarter. Additionally, this also assumes that headwinds related to ongoing COVID-19 related energy storage product shipping delays and the resulting shifting of our project-related revenue into the next fiscal year will continue to lessen during the fourth quarter.
2 For our energy storage products contracts, contracted backlog includes signed customer orders or contracts under execution prior to when substantial completion is achieved. For service contracts, contracted backlog includes signed service agreements associated with our storage product projects that have not been completed and the associated service has not started. For digital application contracts, contracted backlog includes signed agreements where the associated subscription has not started.
2
Share Count
The shares of the Company’s common stock as of June 30, 2022 are presented below:
| in millions | Common Shares | |||||||
| Class B-1 common stock held by AES Grid Stability, LLC | 58.587 | |||||||
| Class A common stock held by Siemens AG | 58.587 | |||||||
| Class A common stock held by Qatar Holding LLC | 18.493 | |||||||
| Class A common stock held by public | 37.032 | |||||||
Total Class A and Class B-1 common stock outstanding | 172.699 | |||||||
Conference Call Information
The Company will conduct a teleconference starting at 8:30 a.m. EDT on Tuesday, August 16th, 2022, to discuss the results. To participate, analysts are required to register by clicking Fluence Energy Q3 Earnings Call Registration Link. Once registered, analysts will be issued a unique PIN number and dial-in number. Analysts are encouraged to register at least 15 minutes before the scheduled start time.
General audience participants, and non-analysts are encouraged to join the teleconference in a listen-only mode at: Fluence Energy Listen - Only Webcast , or on http://Fluenceenergy.com by selecting Investors, News & Events, and Events & Presentations. Supplemental materials that may be referenced during the teleconference will be available at: www.fluenceenergy.com, by selecting Investors, News & Events, and Events & Presentations.
A replay of the conference call will be available after 1 p.m. on Tuesday, August 16, 2022. The replay will be available on the company’s website at https://Fluenceenergy.com by selecting Investors, News & Events, and Events & Presentations.
Non-GAAP Financial Measures
We present our operating results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). We believe certain financial measures, such as Adjusted EBITDA, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Net Loss, and Free Cash Flows, which are non-GAAP measures, provide users of our financial statements with supplemental information that may be useful in evaluating our operating performance. We believe that such non-GAAP measures, when read in conjunction with our operating results presented under GAAP, can be used to better assess our performance from period to period and relative to performance of other companies in our industry, without regard to financing methods, historical cost basis or capital structure. Such non-GAAP measures should be considered as a supplement to, and not as a substitute for, financial measures prepared in accordance with GAAP. These measures have limitations as analytical tools, including that other companies, including companies in our industry, may calculate these measures differently, reducing their usefulness as comparative measures. Please refer to the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP measures included in this press release and the accompanying tables contained at the end of this release.
About Fluence
Fluence Energy, Inc. (Nasdaq: FLNC) is a global market leader in energy storage products and services, and digital applications for renewables and storage. With a presence in 30 global markets, Fluence provides an ecosystem of offerings to drive the clean energy transition, including modular, scalable energy storage products, comprehensive service offerings, and the Fluence IQ Platform, which delivers AI-enabled digital applications for managing and optimizing renewables and storage from any provider. Fluence is transforming the way we power our world by helping customers create more resilient and sustainable electric grids. For more information, visit Fluence’s website, or follow us on LinkedIn or Twitter.
Forward-Looking Statements
3
The statements described herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements set forth above under “Fiscal Year 2022 Total Revenue Guidance,” and other statements regarding the Company's future financial performance, anticipated demand for the Company's energy storage products, relationships with new and existing suppliers, the mitigation of the impacts of COVID-19 related shipping delays, and the Company's business strategies, expansion plans, impact of the proposed Inflation Reduction Act or any other proposed legislation, future results of operations, future revenue recognition and estimated revenues, losses, projected costs, prospects, plans and objectives of management. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “may,” “possible,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions and variations thereof and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments, as well as a number of assumptions concerning future events, and their potential effects on our business. These forward-looking statements are not guarantees of performance, and there can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, which include, but are not limited to, our ability to achieve or maintain profitability, our ability to successfully execute our business and growth strategy, including realizing the expected benefits of our partnerships with ReNew, Pexapark and QuantumScape and from our acquisition of Nispera as well as other strategic initiatives we may enter into in the future, our ability to develop new product offerings and services, the potential adverse effects of the ongoing global COVID-19 pandemic, including capacity constraints within the shipping industry, increased shipping costs and delays in the shipping of our energy storage products, projects delays and site closures and cost-overruns, the continuance of headwinds, the passage and adoption into law of the Inflation Reduction Act of 2022, and other factors set forth under Item 1A.“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the Securities and Exchange Commission (“SEC”) on December 14, 2021, Item 1A. “Risk Factors” in our Quarterly Reports on Form 10-Q, and in other filings we make with the SEC from time to time. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements made in this press release. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law.
Contacts
Analyst
Lexington May
+1 713-909-5629
Email : InvestorRelations@fluenceenergy.com
Media
Email: media.na@fluenceenergy.com
4
FLUENCE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS (UNAUDITED)
(U.S. Dollars in Thousands, except share and per share amounts)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Revenue | $ | 115,999 | $ | 264,683 | $ | 258,850 | $ | 430,397 | |||||||||||||||
| Revenue from related parties | 123,011 | 13,512 | 497,771 | 62,164 | |||||||||||||||||||
| Total revenue | 239,010 | 278,195 | 756,621 | 492,561 | |||||||||||||||||||
| Cost of goods and services | 244,207 | 293,150 | 829,714 | 501,702 | |||||||||||||||||||
| Gross (loss) profit | (5,197) | (14,955) | (73,093) | (9,141) | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 18,129 | 4,740 | 42,227 | 17,251 | |||||||||||||||||||
| Sales and marketing | 8,398 | 6,826 | 27,647 | 16,747 | |||||||||||||||||||
| General and administrative | 27,334 | 9,238 | 83,771 | 24,236 | |||||||||||||||||||
| Depreciation and amortization | 1,972 | 1,262 | 4,892 | 3,494 | |||||||||||||||||||
| Interest expense | 573 | 424 | 1,938 | 899 | |||||||||||||||||||
| Other income (expense), net | (205) | 349 | 83 | (162) | |||||||||||||||||||
| Loss before income taxes | (61,808) | (37,096) | (233,485) | (71,930) | |||||||||||||||||||
| Income tax expense | (979) | 1,680 | (493) | 2,874 | |||||||||||||||||||
| Net loss | (60,829) | (38,776) | (232,992) | (74,804) | |||||||||||||||||||
| Net loss attributable to non-controlling interests | $ | (41,482) | $ | (38,776) | $ | (165,656) | $ | (74,804) | |||||||||||||||
| Net loss attributable to Fluence Energy, Inc. | $ | (19,347) | n/a | $ | (67,336) | n/a | |||||||||||||||||
| Weighted average number of Class A common shares outstanding: | |||||||||||||||||||||||
| Basic and diluted | 55,625,566 | n/a | 54,637,372 | n/a | |||||||||||||||||||
| Loss per share of Class A common stock | |||||||||||||||||||||||
| Basic and diluted | $ | (0.35) | n/a | $ | (1.23) | n/a | |||||||||||||||||
Foreign currency translation gain (loss), net of income tax (expense) benefit of $0 in each period | 1,631 | 19 | 1,910 | (710) | |||||||||||||||||||
| Total other comprehensive income (loss) | 1,631 | 19 | 1,910 | (710) | |||||||||||||||||||
| Total comprehensive loss | (59,198) | (38,757) | (231,082) | (75,514) | |||||||||||||||||||
| Comprehensive loss attributable to non-controlling interest | $ | (40,367) | $ | (38,757) | $ | (164,470) | $ | (75,514) | |||||||||||||||
| Total comprehensive loss attributable to Fluence Energy, Inc. | $ | (18,831) | n/a | $ | (66,611) | n/a | |||||||||||||||||
5
FLUENCE ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(U.S. Dollars in Thousands, except share and per share amounts)
| June 30, 2022 | September 30, 2021 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 676,951 | $ | 36,829 | |||||||
| Restricted cash | 75,093 | 1,240 | |||||||||
Trade receivables, net of allowances ($82 and $90 at June 30, 2022 and September 30, 2021, respectively) | 93,196 | 46,664 | |||||||||
| Unbilled receivables | 101,139 | 101,975 | |||||||||
| Receivables from related parties | 49,318 | 33,362 | |||||||||
| Advances to suppliers | 62,197 | 9,741 | |||||||||
| Inventory, net | 453,713 | 389,787 | |||||||||
| Other current assets | 39,140 | 41,917 | |||||||||
| Total current assets | 1,550,747 | 661,515 | |||||||||
| Non-current assets | |||||||||||
| Property and equipment, net | 9,292 | 8,206 | |||||||||
| Intangible assets, net | 53,496 | 36,057 | |||||||||
| Goodwill | 25,214 | 9,176 | |||||||||
| Deferred income tax asset | 1,184 | 1,184 | |||||||||
| Advances to suppliers | 17,500 | — | |||||||||
| Debt issuance cost | 2,793 | 222 | |||||||||
| Other non-current assets | 12,349 | 1,315 | |||||||||
| Total non-current assets | 121,828 | 56,160 | |||||||||
| Total assets | $ | 1,672,575 | $ | 717,675 | |||||||
| Liabilities, Stockholders’ Equity, Members’ Deficit, and Mezzanine Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 220,586 | $ | 158,366 | |||||||
| Deferred revenue | 371,030 | 71,365 | |||||||||
| Borrowing from line of credit | — | 50,000 | |||||||||
| Borrowing from related parties | — | 50,000 | |||||||||
| Personnel related liabilities | 17,462 | 12,861 | |||||||||
| Accruals and provisions | 135,410 | 186,143 | |||||||||
| Payables and deferred revenue with related parties | 233,433 | 227,925 | |||||||||
| Taxes payable | 11,743 | 12,892 | |||||||||
| Other current liabilities | 4,374 | 1,941 | |||||||||
| Total current liabilities | 994,038 | 771,493 | |||||||||
| Non-current liabilities | |||||||||||
| Personnel related liabilities | — | — | |||||||||
| Other non-current liabilities | 7,454 | 2,381 | |||||||||
| Total non-current liabilities | 7,454 | 2,381 | |||||||||
| Total liabilities | 1,001,492 | 773,874 | |||||||||
Mezzanine equity (0 and 18,493,275 units issued and outstanding as of June 30, 2022 and September 30, 2021, respectively) | — | 117,235 | |||||||||
| Stockholders’ Equity / Members’ Deficit | |||||||||||
| Members’ capital contributions | — | 106,152 | |||||||||
Preferred stock, $0.00001 per share, 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2022 | — | — | |||||||||
Class A common stock, $0.00001 par value per share, 1,200,000,000 shares authorized; 114,112,407 shares issued and outstanding as of June 30, 2022. | 1 | — | |||||||||
Class B-1 common stock, $0.00001 par value per share, 200,000,000 shares authorized; 58,586,695 shares issued and outstanding as of June 30, 2022 | — | — | |||||||||
Class B-2 common stock, $0.00001 par value per share, 200,000,000 shares authorized; no shares issued and outstanding as of June 30, 2022 | — | — | |||||||||
| Treasury stock, at cost | (4,991) | — | |||||||||
| Additional paid-in capital | 530,747 | — | |||||||||
| Accumulated other comprehensive income (loss) | 515 | (285) | |||||||||
| Accumulated deficit | (67,337) | (279,301) | |||||||||
| Total stockholders’ equity attributable to Fluence Energy, Inc./ Members’ deficit | 458,935 | (173,434) | |||||||||
6
| Non-controlling interest | 212,148 | — | |||||||||
| Total stockholders’ equity and members’ deficit | 671,083 | (173,434) | |||||||||
| Total liabilities, stockholders’ equity, members’ deficit, and mezzanine equity | $ | 1,672,575 | $ | 717,675 | |||||||
7
FLUENCE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(U.S. Dollars in Thousands)
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Operating activities | |||||||||||
| Net loss | $ | (232,992) | $ | (74,804) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | 4,892 | 3,494 | |||||||||
| Amortization of debt issuance costs | 550 | — | |||||||||
| Stock-based compensation expense | 26,360 | — | |||||||||
| Provision (Benefit) on loss contracts | 2,282 | 3,004 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Trade receivables | (46,343) | (29,359) | |||||||||
| Unbilled receivables | 836 | (22,957) | |||||||||
| Receivables from related parties | (15,956) | 24,689 | |||||||||
| Advances to suppliers | (52,456) | (11,259) | |||||||||
| Inventory | (77,255) | (319,946) | |||||||||
| Other current assets | (118) | (13,885) | |||||||||
| Other non-current assets | (17,556) | (2) | |||||||||
| Accounts payable | 68,154 | (9,928) | |||||||||
| Payables and deferred revenue with related parties | 5,507 | 144,038 | |||||||||
| Deferred revenue | 298,986 | 16,545 | |||||||||
| Current accruals and provisions | (53,016) | 126,123 | |||||||||
| Taxes payable | (1,150) | 60 | |||||||||
| Other current liabilities | (1,669) | (41) | |||||||||
| Other non-current liabilities | (2,031) | 1,112 | |||||||||
| Cash settled for stock based compensation | 8,703 | — | |||||||||
| Insurance proceeds received | 10,000 | — | |||||||||
| Net cash used in operating activities | (60,943) | (139,277) | |||||||||
| Investing activities | |||||||||||
| Purchase of equity securities | (1,124) | — | |||||||||
| Payments for acquisition of businesses, net of cash acquired | (29,215) | (18,000) | |||||||||
| Purchase of property and equipment | (2,675) | (2,999) | |||||||||
| Net cash used in investing activities | (33,014) | (20,999) | |||||||||
| Financing activities | |||||||||||
| Capital contributions from founders | — | 6,280 | |||||||||
| Proceeds from issuance of Class B membership units | — | 125,000 | |||||||||
| Repurchase of class A common stock placed into treasury | (4,991) | — | |||||||||
| Proceeds from exercise of stock options | 1,233 | — | |||||||||
| Payment of transaction cost related to issuance of Class B membership units | (6,320) | (7,728) | |||||||||
| Borrowing from promissory notes – related parties | — | 75,000 | |||||||||
| Repayment of promissory notes – related parties | (50,000) | (75,000) | |||||||||
| Borrowing from line of credit | — | 50,000 | |||||||||
| Repayment to line of credit | (50,000) | (50,000) | |||||||||
| Proceeds from issuance of Class A common stock sold in an IPO, net of underwriting discounts and commissions | 935,761 | — | |||||||||
| Payments of deferred equity issuance costs | (7,103) | (1,012) | |||||||||
| Other | — | 3,189 | |||||||||
| Net cash provided by financing activities | 815,460 | 125,729 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 2,473 | (763) | |||||||||
| Net increase (decrease) in cash and cash equivalents | 723,976 | (35,310) | |||||||||
| Cash, cash equivalents, and restricted cash as of the beginning of the period | 38,068 | 95,051 | |||||||||
8
| Cash, cash equivalents, and restricted cash as of the end of the period | $ | 762,044 | $ | 59,741 | |||||||
9
FLUENCE ENERGY, INC.
KEY OPERATING METRICS (UNAUDITED)
The following tables present our key operating metrics as of June 30, 2022 and September 30, 2021, and for the three months and nine months ended June 30, 2022 and 2021.
| (amounts in MW) | June 30, 2022 | September 30, 2021 | Change | Change % | ||||||||||||||||||||||
Energy Storage Products | ||||||||||||||||||||||||||
| Deployed | 1,580 | 971 | 609 | 62.7% | ||||||||||||||||||||||
| Contracted Backlog | 3,564 | 2,679 | 885 | 33.0% | ||||||||||||||||||||||
| Pipeline | 16,999 | 14,161 | 2,838 | 20.0% | ||||||||||||||||||||||
Service Contracts | ||||||||||||||||||||||||||
Asset under Management | 1,511 | 772 | 739 | 95.7% | ||||||||||||||||||||||
| Contracted Backlog | 1,853 | 1,918 | (65) | (3.4%) | ||||||||||||||||||||||
| Pipeline | 15,565 | 10,930 | 4,635 | 42.4% | ||||||||||||||||||||||
Digital Contracts | ||||||||||||||||||||||||||
Asset under Management(a) | 12,753 | 3,108 | 9,645 | 310.3% | ||||||||||||||||||||||
| Contracted Backlog | 3,676 | 1,629 | 2,047 | 125.7% | ||||||||||||||||||||||
Pipeline(a) | 18,475 | 3,301 | 15,174 | 459.7% | ||||||||||||||||||||||
| (amounts in MW) | Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | Change | Change % | 2022 | 2021 | Change | Change % | |||||||||||||||||||||||||||||||||||||||||||
Energy Storage Products | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contracted | 311 | 338 | 505 | 149.4% | 1,493 | 490 | 1,003 | 204.7% | ||||||||||||||||||||||||||||||||||||||||||
Service Contracts | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contracted | 81 | 870 | (446) | (51.3)% | 674 | 1,210 | (536) | (44.3)% | ||||||||||||||||||||||||||||||||||||||||||
Digital Contracts | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contracted | 804 | 575 | (278) | (48.3)% | 3,930 | 1,734 | 2,196 | 126.6% | ||||||||||||||||||||||||||||||||||||||||||
10
FLUENCE ENERGY, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (UNAUDITED)
The following tables present our non-GAAP measures for the periods indicated.
| ($ in thousands) | Three Months Ended June 30, | Change | Change % | Nine Months Ended June 30, | Change | Change % | ||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $(60,829) | $(38,776) | $(22,053) | (56.9)% | $(232,992) | $(74,804) | $(158,188) | (211.5)% | ||||||||||||||||||||||||||||||||||||||||||
| Add (deduct): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense (income), net | (226) | 424 | (650) | 153.3 | 849 | 901 | (52) | (5.8) | ||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | (979) | 1,680 | (2,659) | (158.3) | (493) | 2,874 | (3,367) | (117.2) | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 1,972 | 1,262 | 710 | 56.3 | 4,892 | 3,494 | 1,398 | 40.0 | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation(a) | 7,397 | — | 7,397 | n/a | 35,002 | — | 35,002 | n/a | ||||||||||||||||||||||||||||||||||||||||||
| Other expenses(b) | 4,270 | 18,150 | (13,880) | (76.5) | 48,326 | 18,150 | 30,176 | 166.3 | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $(48,395) | $(17,260) | $(31,135) | 180.4% | $(144,416) | $(49,385) | $(95,031) | (192.4)% | ||||||||||||||||||||||||||||||||||||||||||
(a) Included awards that will be settled in shares and awards that will be settled in cash.
(b) Amount for the three months ended June 30, 2022 included a $3.9 million related to COVID-19 pandemic costs related to project charges net of excess shipping costs, and a $0.4 million loss related to the 2021 Cargo Loss Incident.
Amount for the nine months ended June 30, 2022 included $39.1 million costs related to COVID-19 pandemic including excess shipping costs, project charges and other costs, a $9.0 million loss related to the 2021 Cargo Loss Incident, and $0.1 million IPO-related expenses which did not qualify for capitalization.
| ($ in thousands) | Three Months Ended June 30, | Change | Change % | Nine Months Ended June 30, | Change | Change % | ||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $239,010 | $278,195 | $(39,185) | (14.1)% | $756,621 | $492,561 | $264,060 | 53.6% | ||||||||||||||||||||||||||||||||||||||||||
| Cost of goods and services | 244,207 | 293,150 | (48,943) | (16.7) | 829,714 | 501,702 | 328,012 | 65.4 | ||||||||||||||||||||||||||||||||||||||||||
| Gross (loss) profit | (5,197) | (14,955) | 9,758 | (65.2) | (73,093) | (9,141) | (63,952) | 699.6 | ||||||||||||||||||||||||||||||||||||||||||
| Add (deduct): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation(a) | 2,604 | — | 2,604 | n/a | 6,881 | — | 6,881 | n/a | ||||||||||||||||||||||||||||||||||||||||||
| Other expenses(b) | 4,270 | 16,637 | (12,367) | n/a | 48,326 | 16,637 | 31,689 | 190.5 | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted Gross Profit (Loss) | $1,677 | $1,682 | $(5) | (0.3)% | $(17,886) | $7,496 | $(25,382) | (338.6)% | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted Gross Profit Margin % | 0.7% | 0.6% | (2.4)% | 1.5% | ||||||||||||||||||||||||||||||||||||||||||||||
(a) Included awards that will be settled in shares and awards that will be settled in cash.
(b) Amount for the three months ended June 30, 2022 included a $3.9 million related to COVID-19 pandemic costs related to project charges net of excess shipping costs, and a $0.4 million loss related to the 2021 Cargo Loss Incident.
Amount for the nine months ended June 30, 2022 included $39.1 million costs related to COVID-19 pandemic including excess shipping costs, project charges and other costs, and a $9.0 million loss related to the 2021 Cargo Loss Incident.
(c) Some amounts may not reconcile due to rounding.
11
| ($ in thousands) | Three Months Ended June 30, | Change | Change % | Nine Months Ended June 30, | Change | Change % | ||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $(60,829) | $(38,776) | $(22,053) | (56.9)% | $(232,992) | $(74,804) | $(158,188) | (211.5)% | ||||||||||||||||||||||||||||||||||||||||||
| Add (deduct): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 1,334 | 888 | 446 | 50.2 | 3,172 | 2,637 | 535 | 20.3 | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation(a) | 7,397 | — | 7,397 | n/a | 35,002 | — | 35,002 | n/a | ||||||||||||||||||||||||||||||||||||||||||
| Other expenses(b) | 4,270 | 18,150 | (13,880) | n/a | 48,326 | 18,150 | 30,176 | 166.3 | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted Net Loss | $(47,828) | $(19,738) | $(28,090) | (142.3)% | $(146,492) | $(54,017) | $(92,475) | (171.2)% | ||||||||||||||||||||||||||||||||||||||||||
(a) Included awards that will be settled in shares and awards that will be settled in cash.
(b) Amount for the three months ended June 30, 2022 included a $3.9 million reduction related to COVID-19 pandemic costs as a result of release of prior period project charges net of excess shipping costs, and a $0.4 million loss related to the 2021 Cargo Loss Incident.
Amount for the nine months ended June 30, 2022 included $39.1 million costs related to COVID-19 pandemic including excess shipping costs, project charges and other costs, a $9.0 million loss related to the 2021 Cargo Loss Incident, and $0.1 million IPO-related expenses which did not qualify for capitalization.
| ($ in thousands) | Nine Months Ended June 30, | Change | Change % | |||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Net cash used in operating activities | $(60,943) | $(139,277) | $78,334 | 56.2% | ||||||||||||||||||||||
| Less: Purchase of property and equipment | (2,675) | (2,999) | 324 | (10.8) | ||||||||||||||||||||||
| Free Cash Flows | $(63,618) | $(142,276) | $78,658 | 55.3% | ||||||||||||||||||||||
12