10-Q: Capstone Green Energy Holdings Reports Q2 Results Amid Restructuring

Sentiment:

Quarterly Report


Capstone Green Energy Holdings reports increased revenue but also a net loss in Q2 2024, while navigating Chapter 11 proceedings.

Capital raiseThe company entered into a super-priority senior secured debtor-in-possession note purchase agreement (the DIP Note Purchase Agreement) with Broad Street and the Collateral Agent.Broad Street provided the Debtors with a credit facility (the DIP Facility) in an aggregate principal amount of $30.0 million (the DIP Claim).The DIP Facility converted into an Exit Facility for an aggregate principal amount of $28.0 million.
Worse than expectedThe company's net loss increased compared to the same period last year.The company's management expresses substantial doubt about its ability to continue as a going concern.The company's ending backlog decreased compared to March 31, 2023.The company's book-to-bill ratio was less than 1, indicating that new orders were less than units shipped and billed during the period.The company's disclosure controls and procedures were not effective as of September 30, 2023, due to material weaknesses in internal control over financial reporting.

Summary

  • Capstone Green Energy Holdings reported a net loss of $5.9 million for the three months ended September 30, 2023, compared to a net loss of $3.8 million for the same period in the previous fiscal year.
  • Basic and diluted loss per share increased to $0.32 from $0.22 year-over-year.
  • Revenue increased to $28.4 million from $20.1 million year-over-year, driven by growth in the United States, Canada, and Latin America.
  • The company filed for Chapter 11 bankruptcy on September 28, 2023, and emerged on December 7, 2023, undergoing a financial and organizational restructuring.
  • The company's outstanding debt was reduced through the bankruptcy proceedings.
  • The company's cash and cash equivalents were $2.5 million as of September 30, 2023, with $57.0 million in borrowings outstanding.
  • The company's ending backlog was approximately $17.9 million at September 30, 2023, compared to $42.8 million at March 31, 2023.
  • The company's book-to-bill ratio was 0.4:1 for the three months ended September 30, 2023.
  • The company's management expresses substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 3

Explanation: The document presents a mixed picture with increased revenue but also a net loss and concerns about the company's ability to continue as a going concern. The Chapter 11 bankruptcy and restructuring add further uncertainty.

Positives

  • Revenue increased by $8.3 million to $28.4 million for the three months ended September 30, 2023, compared to $20.1 million for the same period in 2022.
  • The increase in revenue was primarily driven by growth in the United States, Canada, and Latin America.
  • Parts, service and rentals revenue increased $2.8 million, or 27%, to $13.3 million for three months ended September 30, 2023 from $10.5 million for the three months ended September 30, 2022.
  • The company emerged from Chapter 11 bankruptcy on December 7, 2023, and effected a financial and organizational restructuring.

Negatives

  • The company's net loss increased to $5.9 million for the three months ended September 30, 2023, compared to $3.8 million for the same period in 2022.
  • The company's management expresses substantial doubt about its ability to continue as a going concern.
  • The company's ending backlog was approximately $17.9 million at September 30, 2023, compared to $42.8 million at March 31, 2023.
  • The company's book-to-bill ratio was 0.4:1 for the three months ended September 30, 2023.
  • The company's disclosure controls and procedures were not effective as of September 30, 2023, due to material weaknesses in internal control over financial reporting.

Risks

  • The company's ability to realize the anticipated benefits of its recently completed financial restructuring.
  • Restrictions imposed by the covenants contained in the Exit Facility and the Operating Subsidiary LLC Agreement.
  • The impact of several recent key management changes and the company's ability to retain key employees following the financial restructuring.
  • Risks related to the restatement of previously issued consolidated financial statements, including costs, risks, and uncertainties associated with the pending SEC investigation.
  • The company's ability to remediate the material weaknesses in internal control over financial reporting.
  • Risks related to the company's history of net losses and ability to raise additional capital and fund future operating requirements.
  • Risks related to the limitation of capital available to the company.
  • The development of the market for and customer uses of the company's microturbines, including its Energy-as-a-Service solutions.
  • The company's ability to develop new products and enhance existing products.
  • The company's ability to produce products on a timely basis in a high-quality manner.
  • The availability of sources for and costs of component parts.
  • The company's ability to obtain direct material products on a timely and cost-effective basis.
  • Competition in the markets in which the company operates.
  • Operational interruption by fire, earthquake, and other events beyond the company's control.
  • Federal, state, and local regulations of the company's markets and products.
  • The financial performance of the oil and natural gas industry and other general business, industry, and economic conditions applicable to the company.
  • Changes to trade regulation, quotas, duties, or tariffs and sanctions caused by the changing U.S. and geopolitical environments, including the ongoing conflicts in Ukraine, Israel and Gaza.
  • Security and cybersecurity risks related to the company's electronic processing of sensitive and confidential business and product data.
  • The company's ability to adequately protect its intellectual property rights.
  • The impact of pending or threatened litigation.

Future Outlook

Management expects that the existing product platforms, the C65, C200, C600, C800 and C1000 Series microturbines, will be the foundational product lines for the foreseeable future and that the research and development project portfolio is centered on enhancing the features of these base products.

Management Comments

  • Management believes that the company's products and services offer a level of flexibility not currently offered by other technologies such as reciprocating engines.
  • Management also believes the company's products and services offer a level of flexibility not currently offered by other technologies such as reciprocating engines.
  • Management expects to be able to leverage our costs as product volumes increase.

Industry Context

The company operates in the distributed generation market, focusing on vertical markets such as energy efficiency, renewable energy, natural resources, critical power supply, and microgrids. The company's microturbines compete with other distributed energy resources, including reciprocating engines, solar photovoltaic (PV), wind turbines, fuel cells, and battery storage.

Comparison to Industry Standards

  • The document does not provide specific comparisons to industry standards or benchmarks.
  • Without specific benchmarks, it's difficult to assess Capstone's performance relative to industry peers like Bloom Energy (fuel cells), Cummins (reciprocating engines), or Tesla (battery storage).
  • A detailed comparison would require analyzing metrics such as revenue growth, gross margins, operating expenses, and debt levels against those of comparable companies.

Legal Proceedings

  • Capstone Turbine Corporation filed suit against its former distributor, Turbine International, LLC (Turbine Intl.).
  • The SEC Enforcement Division commenced an investigation into the circumstances surrounding the restatement of the Company's quarterly and annual financial statements (the SEC Investigation).
  • Cal Microturbine, a distributor of the Company, submitted a demand for arbitration before the American Arbitration Association.
  • A putative securities class action was filed in the U.S. District Court for the Central District of California, captioned Spitzer v. Flexon, et al.
  • A complaint for damages was filed in the Superior Court of the State of California, County of Los Angeles captioned Mark Rouse v. Capstone Green Energy Corporation.

Stakeholder Impact

  • The company's financial performance and restructuring could impact shareholders, employees, customers, suppliers, and creditors.
  • The company's management expresses substantial doubt about its ability to continue as a going concern, which could impact all stakeholders.

Next Steps

  • Management is engaged in remediation actions to address the material weaknesses in internal control over financial reporting.
  • Management will continue to assess the composition of its resource needs, both internal and external, which may include hiring additional accounting and compliance resources, including engaging in third-party advisors when necessary.
  • Management is implementing a formal process to periodically review and update accounting policies.
  • Management has reviewed and refined the Company's current accounting memorandums related to product, parts, and accessories sales and FPP service contracts to address the proper financial reporting considerations.
  • Management is enhancing the design of and implementing controls over financial reporting for (i) systems, products, parts, and accessories sales subject to bill and hold arrangements with customers and (ii) FPP service contracts, including the cost recognition of parts and labor associated with FPP service contracts.

Key Dates

DateDescription
February 4, 2019Company entered into a Note Purchase Agreement with Goldman Sachs Specialty Lending Holdings, Inc.
May 6, 2019Board declared a dividend of one right for each of the Company's issued and outstanding shares of Common Stock.
September 4, 2019Company entered into a Securities Purchase Agreement with certain institutional and accredited investors.
October 1, 2020Company entered into an Amended & Restated Note Purchase Agreement.
May 12, 2021Company and the Collateral Agent entered into a First Amendment to the A&R Note Purchase Agreement.
March 2022Company released a commercially available hydrogen-based combined heat and power (CHP) product.
April 7, 2022Board approved an extension of the NOL Rights Agreement from May 6, 2022 to May 6, 2025.
August 24, 2022Company issued 2,934,498 of common stock warrants with an exercise price of $2.75.
July 6, 2023Company entered into a Fourth Amendment to the A&R Note Purchase Agreement.
August 16, 2023Company entered into a Fifth Amendment to the A&R Note Purchase Agreement.
September 22, 2023Company entered into a Sixth Amendment to the A&R Note Purchase Agreement.
September 28, 2023Company filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code.
October 2, 2023Bankruptcy Court granted the DIP Motion and entered an interim order approving the DIP Facility.
October 3, 2023Debtors entered into DIP Note Purchase Agreement with Broad Street and the Collateral Agent.
October 5, 2023Company's common stock was suspended from trading on the Nasdaq Capital Market.
October 13, 2023A putative securities class action was filed in the U.S. District Court for the Central District of California.
October 23, 2023Company's common stock was delisted from the Nasdaq Capital Market.
November 14, 2023Bankruptcy Court confirmed the Plan.
November 30, 2023The Capstone Green Energy Holdings, Inc. 2023 Equity Incentive Plan was approved and adopted by the Capstone Green Energy Holdings, Inc. Board.
December 7, 2023Company emerged from the Chapter 11 Cases.
March 13, 2024Cal Microturbine submitted a demand for arbitration before the American Arbitration Association.
March 27, 2024Company obtained a waiver from the Purchaser and the Collateral Agent on March 27, 2024.
June 18, 2024A complaint for damages was filed in the Superior Court of the State of California, County of Los Angeles.
June 28, 2024Company entered into the First Amendment to the Exit Note Purchase Agreement.
July 2, 2024Turbine Intl. petitioned the court for a continuance and to reopen discovery.
August 1, 2024As of August 1, 2024, the registrant had 18,546,649 shares of common stock, par value $0.001 per share, and 508,475 shares of non-voting common stock, par value $0.001 per share, outstanding.
August 2, 2024Date of signatures for the quarterly report on Form 10-Q.

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