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): May 17, 2021

 

 

 

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 May 17, 2021, the Registrant issued a press release announcing its results for the three months ended March 31, 2021. 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 May 17, 2021, entitled “BioHiTech Global Reports First Quarter 2021 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: May 18, 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 FIRST QUARTER 2021

FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE

 

Conference Call to be held Monday, May 17, 2021 at 4:30pm

 

CHESTNUT RIDGE, NY – May 17, 2021 – BioHiTech Global, Inc. (“BioHiTech” or the “Company”) (NASDAQ: BHTG), a sustainable technology and services company, today announces financial results for its fiscal first quarter ending March 31, 2021.

 

Q1 2020 Financial Highlights

 

Total Revenues of $3.0 million increased 124% over the first quarter of 2020 and 21% over the fourth quarter of 2020. Q1 2021 revenues mark a new quarterly high since the Company went public in 2015.

 

Revenues from equipment sales of $2.3 million increased 602% over the first quarter of 2020 and 37% over the fourth quarter of 2020.

 

Corporate Highlights Q1 2021

 

March 2021 - BioHiTech received approximately $1.8 million in new food waste digester orders from Carnival Corporation extending into new brands and geographies, including UK-based Cunard and Italy-based Costa Group.

 

January 2021 - BioHiTech receives approximately $2.0 million in new food waste digester orders for ships from Carnival Cruise Lines and Princess Cruises.

 

Tony Fuller, BioHiTech’s CEO commented: “We have maintained the momentum from 2020 and continue to drive our efforts to grow revenue, and reduce expenses across both of our complementary waste solutions. Our first quarter revenue of over $3 million marked a new quarterly record high since BioHiTech became public in 2015. This growth was largely driven by digester purchases by Carnival Corporation.

 

“The value proposition of our Revolution Series Digesters to the diverse array of clients we serve and industries we are targeting can result in a substantial reduction in costs by eliminating the transportation and logistics expenses associated with food waste disposal. The greenhouse gases associated with food waste transportation and decomposition in landfills that have been linked to climate change are reduced. Our digester data analytics platform also provides real-time waste transparency which attacks the problem of food waste at its inception. This can provide even greater savings opportunities through up-stream changes in purchasing, handling, and food preparation, reducing food waste at its source.

 

“Our clients continue to realize the strong value that our products and services offer. We are confident that our efforts to expand into additional industries are on track to yield results in the coming quarters.

 

 

 

 

“We continue to be encouraged by our growing presence within in the cruise industry with Carnival Corp., the world’s largest cruise company, whom we consider to be an environmental leader. We are actively pursuing others in the maritime industry and beyond, companies whom we believe have the same goals to reduce food waste and responsibly dispose of the food that ends up in waste streams.

 

“Finally, we continue to pursue avenues for growth at our renewable energy plant in Martinsburg, West Virginia. Our proprietary High Efficiency Biological Treatment technology remains a key driver of BioHiTech’s future growth and we are excited at the prospects for future additional plants. Our efforts to innovate the development of alternative uses for our solid recovered fuel (SRF) continue and remain a key element of our growth strategies in 2021.  We are exploring the development of further uses for our SRF such as fuel for gasification and as a feedstock for bioplastics. Our prospects for growth remain strong and we look forward to reporting on further developments in the coming quarters,” concluded Mr. Fuller.

 

Financial Results for the Quarter ended March 31, 2021

 

The Company continued its revenue growth in the quarter ended March 31, 2021 with total revenues of $3.0 million increasing 21% over the fourth quarter of 2020 and 124% over the comparative first quarter of 2020.

 

The overall contribution rate (revenues, less direct costs) increased to 29% in the first quarter of 2021, as compared to 20% in the fourth quarter of 2020 and 10% in the comparative first quarter of 2020. Selling, general and administrative expenses as a percentage of revenues decreased to 54% in the first quarter of 2021, as compared to 115% in the fourth quarter of 2020 and 141% in the comparative first quarter of 2020. The loss from operations as a percentage of revenue decreased to 42% in in the first quarter of 2021, as compared to 120% in the fourth quarter of 2020 and 176% in the comparative first quarter of 2020.

 

The Company continues to achieve growth in the Digester and Corporate line of business that has most recently been driven by sales to Carnival Cruise Lines such that the first quarter the operating loss was driven down to $184,000 from $1.0 million during the fourth quarter of 2020 and $1.3 million during the comparative first quarter of 2020.

 

During the first quarter of 2021 revenues at the HEBiot facility were $353,000, a decrease of $138,000, which was offset by a $135,000 decrease in direct costs, as compared to the comparative first quarter in 2020; as compared to the fourth quarter of 2020, the decrease in revenues of $142,000 was partially offset by a decrease of $116,000 in direct costs. The Company has been hindered in growth at the HEBioT plant in Martinsburg West Virginia resulting from mechanical challenges during 2020 and constraints on our primary solid recovered fuel (“SRF”) customer’s ability to accept SRF due to its closures resulting from COVID-19 and subsequent refiring difficulties at their kiln that have only recently been partially resolved. In each of the current, sequential and comparative quarters there was a negative contribution, which when combined with the other operating expenses resulted in an operating loss of $1.1 million, $2.0 million and $1.1 million during the first quarter of 2021, fourth quarter of 2020 and first quarter of 2020.

 

For the three months ended March 31, 2021, the Company had a consolidated net loss of $2.3 million, incurred a consolidated loss from operations of $1.3 million and used net cash in consolidated operating activities of $1.9 million.

 

At March 31, 2021, unrestricted cash was $7.3 million.

 

 

 

 

Conference Call to be held Monday, May 17, 2021 at 4:30 PM ET

 

Mr. Tony Fuller, Chief Executive Officer of BioHiTech, will host a conference call on Monday, May 17, 2021 at 4:30 p.m. EDT to discuss the Company's financial results for the first quarter ended March 31, 2021. Also joining Mr. Fuller on the call from management will be Brian Essman, Chief Financial Officer. 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/10156542/e88cc827b8

 

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:

 

A webcast replay of the call will be available approximately one hour after the end of the call through August 17, 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 10153619. A telephonic replay of the call will be available through May 31, 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

Condensed Consolidated Statements of

Operations and Comprehensive Loss (Unaudited)

 

    Three Months Ended
March 31,
 
    2021     2020  
Revenue            
Equipment sales   $ 2,266,513     $ 323,116  
Rental, service and maintenance     421,229       471,093  
HEBioT     352,548       490,132  
Management advisory and other fees (related entity)     -       75,000  
Total revenue     3,040,290       1,359,341  
Operating expenses                
Equipment sales     1,236,016       146,404  
Rental, service and maintenance     255,709       260,835  
HEBioT processing     677,277       812,427  
Selling, general and administrative     1,645,957       1,918,423  
Depreciation and amortization     501,833       615,202  
Total operating expenses     4,316,792       3,753,291  
Loss from operations     (1,276,502 )     (2,393,950 )
Other (income) expenses                
Interest income     (187 )     (12,267 )
Interest expense     1,028,405       1,012,291  
Loss from unconsolidated entity     30,003       -  
Total other (income) expenses     1,058,221       1,000,024  
Net loss     (2,334,723 )     (3,393,974 )
Net loss attributable to non-controlling interests     (700,510 )     (822,677 )
Net loss attributable to Parent     (1,634,213 )     (2,571,297 )
Other comprehensive income (loss)                
Foreign currency translation adjustment     (10,675 )     (28,699 )
Comprehensive loss   $ (1,644,888 )   $ (2,599,996 )
                 
Net loss attributable to Parent   $ (1,634,213 )   $ (2,571,297 )
Preferred stock dividends     (182,855 )     (177,373 )
Net loss attributable to common shareholders     (1,817,068 )     (2,748,670 )
Net loss per common share - basic and diluted   $ (0.07 )   $ (0.16 )
Weighted average number of common shares outstanding - basic and diluted     24,320,618       17,376,507  

 

 

 

 

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

    March 31,        
    2021     December 31,  
    (Unaudited)     2020  
Assets                
Current Assets                
Cash   $ 7,314,056     $ 2,403,859  
Restricted cash     1,884,813       1,884,691  
Accounts receivable, net of allowance for doubtful accounts of $166,535 and $151,459 as of March 31, 2021 and December 31, 2020, respectively     1,677,354       1,574,047  
Inventory     1,193,463       695,110  
Prepaid expenses and other current assets     324,779       184,274  
Total Current Assets     12,394,465       6,741,981  
Restricted cash     2,608,009       2,607,945  
Equipment on operating leases, net     1,191,984       1,311,755  
HEBioT facility, equipment, fixtures and vehicles, net     35,514,942       35,946,225  
License and capitalized MBT facility development costs     8,067,116       8,072,471  
Other assets     1,950,121       2,006,048  
Total Assets   $ 61,726,637     $ 56,686,425  
                 
Liabilities and Stockholders' Equity                
Current Liabilities                
Accounts payable   $ 2,835,138     $ 2,492,606  
Accrued expenses and liabilities     2,052,102       2,515,724  
Accrued interest payable     692,783       1,279,018  
Customer deposits     2,581,184       1,802,725  
Current and current portion of notes, bonds, debts and borrowings     11,155,926       10,120,457  
Deferred revenue     131,095       138,961  
Total Current Liabilities     19,448,228       18,349,491  
Noncurrent and noncurrent portion of notes, bonds, debts and borrowings     28,749,479       29,645,227  
Accrued interest (related party)     1,814,264       1,807,857  
Non-current lease liabilities     1,174,385       1,216,861  
Liabilities to non-controlling interests to be settled in subsidiary membership units     -       1,585,812  
Total Liabilities     51,186,356       52,605,248  
Series A redeemable convertible preferred stock, 333,401 shares designated and issued, and 95,312 and 125,312 outstanding as of March 31, 2021 and December 31, 2020, respectively     476,560       626,553  
Commitments and Contingencies                
Stockholders' Equity                
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 3,209,210 designated; 1,936,214 issued; 807,192 and 848,292 outstanding as of March 31, 2021 and December 31, 2020, respectively:     5,756,272       6,621,576  
Common stock, $0.0001 par value, 50,000,000 shares authorized, 28,057,379 and 23,354,130 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     2,806       2,334  
Additional paid in capital     68,897,016       60,253,664  
Accumulated deficit     (66,463,851 )     (64,419,802 )
Accumulated other comprehensive (loss)     (154,489 )     (143,814 )
Stockholders’ equity attributable to Parent     8,037,754       2,313,958  
Stockholders’ equity attributable to non-controlling interests     2,025,967       1,140,666  
Total Stockholders’ Equity     10,063,721       3,454,624  
Total Liabilities and Stockholders’ Equity   $ 61,726,637     $ 56,686,425  

    

 

 

 

BioHiTech Global, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

    Three Months Ended March 31,  
    2021     2020  
Cash flows from operating activities:                
Net loss   $ (2,334,723 )   $ (3,393,974 )
Adjustments to reconcile net loss to net cash used in operations:                
Depreciation and amortization     501,833       615,202  
Amortization of operating lease right of use assets     19,190       26,462  
Provision for bad debts     15,000       31,119  
Share based employee and vendor compensation     257,989       280,205  
Interest resulting from amortization of financing costs and discounts     97,244       133,355  
Loss from unconsolidated entity     30,003       -  
Changes in operating assets and liabilities     (526,057 )     (207,843 )
Net cash used in operating activities     (1,939,521 )     (2,515,474 )
Cash flow from investing activities:                
Purchases of facility, equipment, fixtures and vehicles     (18,402 )     (20,849 )
MBT facility development costs incurred     (26,145 )     (24,509 )
Net cash used in investing activities     (44,547 )     (45,358 )
Cash flows from financing activities:                
Proceeds from the sales of common stock     6,895,618       -  
Proceeds from the sale of Series F convertible preferred stock units     -       1,495,450  
Repayments of long-term debt     (1,075 )     (1,460 )
Related party advances (repayments), net     -       1,200,000  
Net cash provided by financing activities     6,894,543       2,693,990  
Effect of exchange rate on cash (restricted and unrestricted)     (92 )     (33,572 )
Net change in cash (restricted and unrestricted)     4,910,383       99,586  
Cash - beginning of period (restricted and unrestricted)     6,896,495       5,536,952  
Cash - end of period (restricted and unrestricted)   $ 11,806,878     $ 5,636,538