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): April 16, 2021

 

A PICTURE CONTAINING ICON

DESCRIPTION AUTOMATICALLY GENERATED

 

BIOHITECH GLOBAL, INC.

  (Exact Name of Registrant as Specified in its Charter)

 

Delaware 001-36843 46-2336496
(State of Organization)  (Commission File Number)  (I.R.S. Employer
    Identification No.)

 

80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 845-262-1081

 

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

Common Stock,

$0.0001 par value per share

BHTG

NASDAQ

Capital Market

 

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. ¨

  

 

 

 

 

 

   

Item 2.02. Results of Operations and Financial Condition.

  

On April 16, 2021, the Registrant issued a press release announcing its results for the year ended December 31, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. 

 

The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. 

 

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

 

The press release included in this Current Report is available on our website located at www.biohitech.com, although we reserve the right to discontinue that availability at any time.

 

Item 9.01. Financial Statements and Exhibits.

 

Number Description
99.1 Press Release from BioHiTech Global, Dated April 16, 2021, entitled “BioHiTech Global Reports Year-End 2020 Financial Results and Provides Corporate Update”

 

  

 

 

 

    

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: April 19, 2021 BIOHITECH GLOBAL, INC.
       
  By: /s/ Brian C. Essman
    Name: Brian C. Essman
    Title:

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

Exhibit 99.1

 

    BIOHITECH GLOBAL, Inc.
80 Red Schoolhouse Road, Suite 101
Chestnut Ridge, NY 10977
   

 

 

BIOHITECH GLOBAL REPORTS YEAR-END 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE

 

Conference Call to be held Tuesday April 20, 2021 at 4:30pm

 

CHESTNUT RIDGE, NY – April 16, 2021 – BioHiTech Global, Inc. (“BioHiTech” or the “Company”) (NASDAQ: BHTG), a sustainable technology and services company, today announces financial results for its fiscal year ending December 31, 2020.

 

 

Q4 and Fiscal Year 2020 Financial Highlights

 

Fourth quarter equipment sales were $1,661,655 representing a sequential growth of 460% quarter over the third quarter of 2020

Total Revenues of $5,878,653 for the year ended December 31, 2020, increased $1,659,205 or 39.3% from 2019

Revenues from Digester and Equipment Sales of $3,876,166 for the year ended December 31, 2020, increased $1,742,789 or 81.7% from 2019

Revenue from the High Efficiency Biological Treatment (HEBioT™) Services of $1,878,107 for the year ended December 31, 2020, increased $767,036 or 69.0% from 2019

 

Corporate Highlights Q4 2020 and Year to Date

 

March 2021 - BioHiTech receives approximately $1.8 million in new food waste digester orders from Carnival Corporation extending into new brands and geographies; latest purchase orders extend to UK-based Cunard and Italy-based Costa Group.

 

January 2021 - BioHiTech receives approximately $2 million in new food waste digester orders for ships from Carnival Cruise Lines and Princess Cruises.

 

December 2020 - BioHiTech receives new food waste digester orders from Holland America and P&O Cruises and additional orders from Princess Cruises.

 

December 2020 - BioHiTech receives European patent titled “Network Connected Weight Tracking System for a Waste Disposal Machine and Related Method”.

 

November 2020 - BioHiTech appoints Anthony Fuller as Chief Executive Officer.

 

November 2020 - SeaDream Yacht Club safely completes first voyage utilizing Altapure AP-4 Disinfectant System provided by BioHiTech as part of its COVID-19 safety protocols for cruising.

 

October 2020 - BioHiTech makes strategic investment in Rensselaer, NY land venture as a material step towards establishing a renewable energy campus.

 

 

 

 

“Due to the challenges experienced by our core customer base, the essential nature of our services, and the resilience of our people; during this past year, we overcame many of the challenges related to the pandemic. We finished 2020 strong, growing total revenue by 39% to approximately $5.9 million.  Much of the strength in our equipment sales commenced in the second half of 2020, with fourth quarter sales of $1,661,655 representing a sequential growth of 460% quarter over quarter,” said Tony Fuller, Chief Executive Officer. “The positive momentum we saw in the back half of 2020 has continued in the new year. As such, we expect growth of new and existing customers will continue to offset the COVID-related downturn that we continue to experience in certain markets.

 

“Management will be hosting a conference call on Tuesday, April 20, 2021, at 4:30pm ET, to review the financial results for the fiscal year ended December 31,2020, and provide a corporate update. The call has been scheduled at that date and time due to management’s travel schedule and availability.

 

“Last year saw the steady resumption of orders for our Revolution Series digesters under our Carnival Corp purchase agreement. As the year progressed, we saw significant expansion that spanned into multiple brands and new geographies, including orders coming from UK-based Cunard and Italy-based Costa Group. Given the challenges we endured and overcame in 2020, we are encouraged by our overall revenue growth and feel we have laid the foundation for further and continued increases as we move forward.

 

“We implemented change at our HEBioT plant from the top down including the operations team. In spite of this, we saw revenue growth of 69% totaling over $1.8 million for the year, an accomplishment we celebrate, even as we look towards more growth from our HEBioT business in the coming quarters.

 

“Our innovation in the development of alternative uses for our solid recovered fuel (SRF) continues to grow and is a key component of our growth strategy. We are currently exploring additional uses for our Solid recovered fuel (“SRF”) such as fuel for cogeneration and as a feedstock for bio-plastics. It is with this strategy in mind that we contemplate our future next steps as we continue to grow our renewable fuel business.”

 

“Finally, we believe BioHiTech is poised to execute at scale across each of our target markets and growth initiatives. We are focused on expanding our digester sales into maritime, commercial equipment companies, and government locations, as well as those verticals that have long been part of our customer base, driving strong demand and growth for BioHiTech. We look forward to continuing our growth trajectory and to updating the markets on our continued execution,” Mr. Fuller concluded.

 

Financial Results for the Year Ended December 31, 2020

 

Total revenue increased by 39.3% ($1,659,205) for the year ended December 31, 2020 due to a $2,081,867 increase in equipment sales that were primarily driven by digester sales to Carnival Cruise Lines and a $767,036 increase in HEBioT revenues offset by a $339,078 decrease in rental, services and maintenance that was impacted by COVID-19 and a $850,620 decrease in management fees and other resulting from the wind-down of the executive services provided to Gold Medal Group.

 

Total operating expenses before depreciation and amortization increased by 52.1% ($5,222,615), which were driven by $975,420 of a third quarter impairment expense relating to the HEBioT facility and $58,000 of a fourth quarter goodwill impairment expense and a $646,196 settlement related to HEBioT expenses relating to services previously provided by a non-controlling investor, and increase in HEBioT direct costs of $1,507,175 resulting from a full year of operations and high maintenance and repairs, an increase of $910,242 in selling, general and administrative, excluding the $646,196 settlement, ($289,770 from Digester and Corporate and $620,472 from HEBioT) and an increase in equipment sales costs of $1,111,122 related to the increase in equipment sales that also resulted in an increase in the contribution margin from 39% in 2019 to 46% in 2020. Depreciation and amortization increased by $577,555 primarily due to the HEBioT facility operating for a full year in 2020, as compared to 9 months in 2019. The loss from operations increased by 55.0% ($4,140,965) due to a 13.3% increase at Digester and Corporate and a 112.9% increase at the HEBioT facility.

 

 

 

 

As of December 31, 2020, and December 31, 2019, the Company had unrestricted cash balances of $2,403,859 and $1,847,526, respectively.

 

Conference Call to be held Tuesday, April 20, 2021 at 4:30 PM ET

 

Management will host a conference call at 4:30 p.m. EDT on April 20, 2021 to review year end 2020 financial results and provide an update on corporate developments. Following management’s formal remarks, there will be a live question-and-answer session.

 

Participants are asked to pre-register for the call via the following link:

https://dpregister.com/sreg/10155279/e72346f6d5

 

Please note that registered participants will receive their dial-in number upon registration and will dial directly into the call without delay. Those without Internet access or who are unable to pre-register may dial in by calling 1-866-652-5200 (domestic) or 1-412-317-6060 (international). All callers should dial in approximately 10 minutes prior to the scheduled start time and ask to be joined into the BioHiTech Global call.

 

The conference call will be available through a live webcast found here:

https://services.choruscall.com/mediaframe/webcast.html?webcastid=lmH7Vyqm

 

A webcast replay of the call will be available approximately one hour after the end of the call through July 20, 2021. The webcast replay can be accessed through the above links or by calling 1-877-344-7529 (domestic) or 1-412-317-0088 (international) and using access code 10155279. A telephonic replay of the call will be available through May 4, 2021.

 

About BioHiTech Global

BioHiTech Global, Inc. (NASDAQ: BHTG), is a technology services company focused on providing cost-effective solutions that improve environmental outcomes. Our technologies for waste management include the patented processing of municipal solid waste into a valuable renewable fuel, biological disposal of food waste on-site, and proprietary real-time data analytics tools to reduce food waste generation. When used individually or in combination, our solutions lower the carbon footprint associated with waste transportation and can reduce or virtually eliminate landfill usage. In addition, we distribute a patented technology that achieves high-level disinfection of spaces such as classrooms, hotel or hospital rooms and other enclosed areas to combat the spread of viruses and bacteria without the use of harsh chemicals. Our unique solutions enable businesses, educational institutions and municipalities of all sizes to solve everyday problems in a smarter and more cost-effective way while reducing their impact on the environment. For more information, please visit www.biohitech.com.

  

 

 

 

Forward Looking Statements

Statements in this document contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These statements, including statements about the estimated contract value, additional purchase orders or deliveries, and the ability of the Company’s products to improve environmental outcomes and achieve corporate sustainability goals, are based on many assumptions and estimates and are not guarantees of future performance. These statements may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of BioHiTech Global, Inc. to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. BioHiTech Global, Inc. assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation those set forth as "Risk Factors" in our filings with the Securities and Exchange Commission ("SEC"). There may be other factors not mentioned above or included in the BioHiTech's SEC filings that may cause actual results to differ materially from those projected in any forward-looking statement. BioHiTech Global, Inc. assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.

 

Company Contact:

BioHiTech Global, Inc.

Lisa Giovannielli

VP, Corporate Communications

O: 888.876.9300

E: lgiovannielli@biohitech.com

 

Investors: 
ir@biohitech.com

 

Financial Tables Follow

 

 

 

 

 

BioHiTech Global, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

 

    Year Ended December 31,  
    2020     2019  
Revenue                
HEBioT (related party)   $ 1,878,107     $ 1,111,071  
Rental, service and maintenance     1,607,519       1,946,597  
Equipment sales     2,268,647       186,780  
Management advisory and other fees (related party)     124,380       975,000  
Total revenue     5,878,653       4,219,448  
Operating expenses                
HEBioT processing     3,571,314       2,064,139  
Rental, service and maintenance     856,751       784,291  
Equipment sales     1,224,185       113,063  
Selling, general and administrative     8,620,129       7,063,691  
Impairment     975,420       -  
Depreciation and amortization     2,307,033       1,729,478  
Total operating expenses     17,554,832       11,754,662  
Loss from operations     (11,676,179 )     (7,535,214 )
Other (income) expenses                
Gain on sale of affiliate investment     -       (562,617 )
Interest (income)     (17,848 )     (69,930 )
Interest expense     4,083,508       3,377,394  
Total other (income) expenses     4,065,660       2,744,847  
Net loss     (15,741,839 )     (10,280,061 )
Net loss attributable to non-controlling interests     (4,204,916 )     (2,657,113 )
Net loss attributable to Parent     (11,536,923 )     (7,622,948 )
Other comprehensive income                
Foreign currency translation adjustment     (100,676 )     (48,159 )
Comprehensive loss   $ (11,637,599 )   $ (7,671,107 )
                 
Net loss attributable to Parent   $ (11,536,923 )   $ (7,622,948 )
Preferred stock dividends     (785,322 )     (721,987 )
Deemed dividend on down round feature     (21,738 )     (405,324 )
Net loss – common shareholders     (12,343,983 )     (8,750,259 )
Net loss per common share - basic and diluted   $ (0.62 )   $ (0.56 )
Weighted average number of common shares outstanding - basic and diluted     19,935,446       15,668,679  

 

 

 

 

 

BioHiTech Global, Inc. and Subsidiaries

Consolidated Balance Sheets

 

    December 31,  
    2020     2019  
Assets                
Current Assets                
Cash   $ 2,403,859     $ 1,847,526  
Restricted cash     1,884,691       1,133,581  
Accounts receivable, net of allowance for doubtful accounts of $151,459 and $170,038 as of December 31, 2020 and 2019, respectively (related entity $206,352 and $1,370,867 as of December 31, 2020 and 2019, respectively)     1,574,047       2,155,921  
Inventory     695,110       467,784  
Prepaid expenses and other current assets     184,274       126,357  
Total Current Assets     6,741,981       5,731,169  
Restricted cash     2,607,945       2,555,845  
Equipment on operating leases, net     1,311,755       1,724,998  
HEBioT facility, equipment, fixtures and vehicles, net     35,946,225       37,421,333  
Operating lease right of use assets     1,266,047       945,047  
License and capitalized MBT facility development costs     8,072,471       8,049,929  
Investment in unconsolidated entity     711,302       -  
Goodwill     -       58,000  
Other assets     28,699       53,726  
Total Assets   $ 56,686,425     $ 56,540,047  

 

Continued on following page.

 

 

 

 

 

 

 

BioHiTech Global, Inc. and Subsidiaries

Consolidated Balance Sheets, continued:

 

    December 31,  
    2020     2019  
Liabilities and Stockholders' Equity                
Current Liabilities                
Line of credit, net of financing costs of $1,025 and $20,152 as of December 31, 2020 and 2019, respectively   $ 1,498,975     $ 1,479,848  
Advances from related parties     935,000       210,000  
Accounts payable (related entity $294,040 and $2,531,034 as of December 31, 2020 and 2019, respectively)     2,492,606       4,688,339  
Accrued interest payable     1,279,018       1,148,570  
Accrued expenses and liabilities     2,515,724       1,926,965  
Deferred revenue     138,961       89,736  
Customer deposits     1,802,725       44,792  
Note payable     -       100,000  
Senior Secured Note, net of financing costs of $62,777 and unamortized discounts of $442,799 as of December 31, 2020     4,494,424       -  
Current portion of WV EDA Senior Secured Bonds payable     2,860,000       1,390,000  
Current portion of long term debt and Payroll Protection Program Loan     332,058       4,605  
Total Current Liabilities     18,349,491       11,082,855  
Junior note due to related party, net of unamortized discounts of $73,051 and $95,043 as of December 31, 2020 and 2019, respectively     971,426       949,434  
Accrued interest (related party)     1,807,857       1,510,193  
WV EDA Senior Secured Bonds payable, net of current portion, and financing costs of $1,663,641 and $1,792,574 as of December 31, 2020 and 2019, respectively     28,476,359       29,817,426  
Payroll Protection Program Loan, net of current portion     93,622       -  
Senior Secured Note, net of current portion, net of financing costs of $113,268 and unamortized discounts of $726,242 as of December 31, 2019     -       4,160,490  
Note Payable     100,000       -  
Non-current lease liabilities     1,216,861       915,170  
Liabilities to non-controlling interests to be settled in subsidiary membership units     1,585,812       -  
Long-term debt, net of current portion     3,820       8,201  
Total Liabilities     52,605,248       48,443,769  
Series A redeemable convertible preferred stock, 333,401 shares designated and issued, and 125,312 and 145,312 outstanding as of December 31, 2020 and 2019, respectively     626,553       726,553  
Commitments and Contingencies                
Stockholders' Equity                
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 3,209,210 and 3,179,120 designated; 1,936,214  and 1,922,603 issued; 848,292 and 856,181 outstanding as of December 31, 2020 and 2019, respectively:                
Series B Convertible preferred stock, 1,111,200 shares designated; 428,333 shares issued; no shares outstanding as of December 31, 2020 and 2019     -       -  
Series C Convertible preferred stock, 1,000,000 shares designated; and 427,500 shares issued and outstanding as of December 31, 2020 and 2019     3,050,142       3,050,142  
Series D Convertible preferred stock, 20,000 shares designated: 18,850 shares issued; 17,350 and 18,850 outstanding as of December 31, 2020 and 2019, respectively     1,365,696       1,505,262  
Series E Convertible preferred stock, 714,519 shares designated: 714,519 shares issued, 264,519 outstanding as of December 31, 2020 and 2019     698,330       698,330  
Series F Convertible preferred stock, 30,090 shares designated, and 13,611 shares issued and outstanding as of December 31, 2020     1,507,408       -  
Common stock, $0.0001 par value, 50,000,000 shares authorized, 23,354,130 and 17,300,899 shares issued and outstanding as of December 31, 2020 and 2019, respectively     2,334       1,730  
Additional paid in capital     60,253,664       49,597,059  
Accumulated deficit     (64,419,802 )     (52,785,242 )
Accumulated other comprehensive (loss)     (143,814 )     (43,138 )
Stockholders’ equity attributable to Parent     2,313,958       2,024,143  
Stockholders’ equity attributable to non-controlling interests     1,140,666       5,345,582  
Total Stockholders’ Equity     3,454,624       7,369,725  
Total Liabilities and Stockholders’ Equity   $ 56,686,425     $ 56,540,047  

 

 

 

 

BioHiTech Global, Inc. and Subsidiaries

Statements of Cash Flows

 

    Year Ended
December 31,
 
    2020     2019  
Cash flows used in operating activities:                
Net loss   $ (15,741,839 )   $ (10,280,061 )
Adjustments to reconcile net loss to net cash used in operations:                
Depreciation and amortization     2,307,495       1,729,478  
Provision for bad debts     151,459       89,897  
Share based employee compensation     1,481,668       1,099,567  
Fees paid in stock and warrants     359,137       -  
Interest resulting from amortization of financing costs and discounts     503,985       522,101  
Gain on sale of affiliate investment     -       (562,617 )
Amortization of operating lease right of use assets     90,623       -  
Impairment expense     975,420       -  
Warrants modification     -       49,160  
Loss resulting from abandonment of MBT site     -       346,654  
Changes in operating assets and liabilities     1,113,845       (128,779 )
Net cash used in operating activities     (8,758,207 )     (7,134,600 )
                 
Cash flows used in investing activities:                
Construction in-progress and purchases of equipment, fixtures and vehicles     (223,583 )     (5,111,209 )
Refund of deposit     5,000       -  
Investment in unconsolidated entity     (650,000 )     -  
Proceeds from sale of investment in affiliate     -       2,250,000  
MBT facility development costs incurred     (148,067 )     (84,176 )
MBT facility development costs refunded     -       66,000  
Net cash used in investing activities     (1,016,650 )     (2,879,385 )
                 
Cash flows from financing activities:                
Proceeds from common stock issuance, net of offering costs     8,437,480       3,035,557  
Proceeds from the sale of Series F convertible preferred stock units     1,560,450       -  
Proceeds from the sale of Series D convertible preferred stock units     -       1,772,500  
Proceeds from Payroll Protection Program loan     421,300       -  
Payment of financing costs     -       (62,151 )
Repayments of long-term debt     (4,605 )     (9,165 )
Investment in subsidiary by non-controlling interest     -       1,400,000  
Advance from related party, net     725,000       210,000  
Net cash provided by financing activities     11,139,625       6,346,741  
Effect of exchange rate on cash     (5,225 )     77,816  
Net change in cash (restricted and unrestricted)     1,359,543       (3,589,428 )
Cash - beginning of period (restricted and unrestricted)     5,536,952       9,126,380  
Cash - end of period (restricted and unrestricted)   $ 6,896,495     $ 5,536,952