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 2, 2018
BIOHITECH
GLOBAL, INC.
(Exact Name of Registrant as Specified in
its Charter)
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Delaware
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001-36843
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46-2336496
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(State of Organization)
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(Commission File Number)
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(I.R.S. Employer
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Identification No.)
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Merger Act (17 CFR 240.14a -12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Merger Act (17 CFR 240.14d -2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Merger Act (17 CFR 240.13e -4(c))
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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 2, 2018, the Registrant
issued a press release announcing its results for the year ended December 31, 2017. A copy of the press release is attached as
Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
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.
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Date: April 4, 2018
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BIOHITECH GLOBAL, INC.
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By:
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/s/
Brian C. Essman
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Name:
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Brian C. Essman
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Title:
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Chief Financial Officer
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Exhibit 99.1
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BIOHITECH GLOBAL, Inc.
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80 Red Schoolhouse Road, Suite 101
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Chestnut Ridge, NY 10977
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BioHiTech
Global Reports Full Year 2017 Results
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·
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Company
launched its new Revolution Series Digesters and began shipping customer orders in September
2017
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·
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Recurring
revenue from Digester rental and maintenance contracts increased by 18% as the total
future minimum contractual customer rental revenue commitments increased by 42%
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·
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Company
secured 12-acre site in New Windsor New York for its planned HEBioT Municipal Solid Waste
Resource Recovery facility
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CHESTNUT RIDGE, NY – APRIL 2,
2018
– BioHiTech Global, Inc. (“
BioHiTech
” or the “Company”) (OTCQB: BHTG), a technology
and services company that provides cost-effective and sustainable waste management solutions, reported financial results for the
full year ended December 31, 2017.
Company Highlights
Launched its Revolution
Series Digesters -
The Company completed the successful marketing launch of its new
Revolution
Series™
Digesters designed to meet the needs of lower volume food waste generators. The new
Revolution
Series™
Digesters are built in the US, economically competitive with traditional disposal, take up minimal space,
and are as easy to install as a standard dishwasher. The Company ordered an initial production run of 100 units and began shipments
to customers late in Q3 2017. The Company believes this expands its target market by more than 1.5 million potential customers
including full and quick service restaurants, coffee shops, hospitality companies and other specialty food service providers.
Enhanced
Its Data Analytics Software Platform with BHTG Smart Mode –
In Q3 2017, the Company launched
BHTG
Smart Mode, a new technology for its Eco-Safe Digester® and Revolution Series™ Digester lines of on-site food waste disposal
equipment. Smart Mode leverages cloud computing, machine learning, and the on-board internet-connected computer in the digester
to intelligently drive the equipment in order to optimize performance and reduce servicing downtime.
The new software enhances
performance of the Company’s waste data analytics software platform designed to improve supply chain management and reduce
waste generation.
Secured
12 Acre Site for Planned HEBioT Facility in New York State -
In Q2 2017, the Company
entered
into an agreement to acquire a site in the town of New Windsor, located approximately 60 miles north of New York City, for $1.1
million, subject to certain terms and conditions. The Company intends to build a HEBioT renewable waste facility capable of
processing approximately 130,000 tons of municipal solid waste annually. The HEBioT process recovers approximately 80% of municipal
solid waste by producing an EPA recognized solid recovered fuel.
Purchased First HEBioT
Facility License for $6.1 Million -
In Q4 2017, the Company
completed the acquisition
of its first HEBioT renewable waste facility license from Ensorgafin S.P.A ("Entsorga") in exchange for a combination
of approximately 1,036,000 shares of BioHiTech common stock and $840,000 in cash. BioHiTech controls the exclusive U.S.
development rights for Entsorga's patented HEBioT solid waste processing technology in 11 northeastern states and the District
of Columbia and can pay a one-time or annual license fee for each facility the Company develops.
Acquired
Equity Stake in Gold Medal Services with Kinderhook Industries -
In January 2018, the Company
partnered
with Kinderhook Industries, LLC ("Kinderhook"), a private investment firm that manages over $2 billion of
committed capital, to create a "next generation" environmental services platform company through the acquisition of
Gold
Medal Services, a leading provider of waste collection and recycling services in the Eastern Pennsylvania and Southern New Jersey
markets. The new Gold Medal Group (“Gold Medal”) plans to integrate BioHiTech’s technology solutions with its
traditional services to create a cost-effective sustainable waste management services company operating at a high margin. BioHiTech
owns a 9.2% stake in Gold Medal with a one year option to purchase a total of up to $5 million in additional equity. The Company
also entered into a management agreement that provides BioHiTech a minimum of $750,000 in revenue on an annual basis.
“In 2017,
we made substantial progress in forwarding our cost-effective technology solutions for sustainable waste management," stated
Frank E. Celli, CEO of BioHiTech Global. "We enhanced our proprietary state-of-the-art data analytics platform with smart
mode to create better efficiencies for our digester customers and launched our new Revolution Series, opening up a vast new market
opportunity for BioHiTech. In addition, we secured a site for our planned HEBioT facility in New York State and obtained a fully
paid plant license from our technology partner in Italy.”
Mr. Celli continued,
“With our suite of technology solutions now firmly in place and commercialization moving forward in earnest, we took the
next step in our corporate evolution, integrating our technology directly with traditional waste management service providers.
Through our recent transaction with Kinderhook, we can now seamlessly incorporate our solutions into Gold Medal’s sales and
traditional services network to create a vertically integrated sustainable waste management company driven by our technology. With
Gold Medal’s service area including the Philadelphia and Southern New Jersey markets, BioHiTech gains immediate access to
a significant existing customer base for its digesters as well as potential feedstock for a future HEBioT plant, and Gold Medal
can expand its margins by providing cost-effective solutions that bundle traditional services with technology. This creates a win-win
scenario for both companies and provides Gold Medal’s customers with a cost-effective end-to-end solution for sustainable
and even Zero Waste’ disposal. We are confident that this is a business model that can be replicated in many similar markets
throughout the US enabling us to position BioHiTech as the critical sustainable technology component for traditional waste management
services companies.”
Financial Highlights for the Full Year 2017
Revenues:
Total revenue in 2017
was $2.4 million, an increase of 7.9% from $2.2 million in 2016. Recurring revenue derived from rental, service and maintenance
increased 18.3% to $1.6 million and accounted for 67% of total revenue compared to $1.4 million or 61% in 2016. The Company’s
forward single upcoming year’s minimum contracted rental revenue increased by 40.6% year over year primarily due to the commencement
of shipping of its
Revolution Series™ Digesters late in Q3 2017
. Revenue from
equipment sales was $800,000, an 8.4% decline compared to 2016 revenue of $872,000. The shift in revenue mix towards recurring
rental, service in maintenance revenue is a result of the Company’s continued focus on the rental market, primarily in the
US and Europe, and, to a lesser extent, a decrease reseller activity in certain international markets. The Company sees rental
revenue increasing in 2018 as the Company adds additional units to its current installed base through the continued marketing efforts
for its new
Revolution Series™ Digesters as well as its Eco-Safe Digester® Series.
Gross Profit and Margin:
Gross profit
rose to $735,000 in 2017, a 28.1% increase compared to gross profit of $574,000 in 2016. Rental, service and maintenance accounted
for 56% of gross profit dollars compared to 50% in 2016. Gross margin percentage rose by 4.8 percentage points to 30.4% in 2017.
Rental, service and maintenance gross margin increased by 4.7 percentage points to 25.6% in 2017, mainly due to increased contracted
services and improved utilization of fixed costs. Gross margin percentage from equipment sales increased by 7.1 percentage points
to 40.0% primarily driven by a change in the mix of models sold and a reduction in the manufacturing costs of the equipment.
Operating Expenses:
Operating expenses
in 2017 increased by 12.3% to $7.3 million compared to $6.5 million in 2016. The increase in operating expenses is mainly attributable
to a $1.0 million increase in professional fees which totaled $2.3 million in 2017 compared to $1.3 million in 2016. Approximately
$1.2 million of those professional fees were non-cash in nature, related to investment banking, investor relations, and market
consulting. The increase in professional fees in 2017 was partially offset by a 3.6% decrease in selling general and administrative
expenses and an 8.9% decrease in research and development costs.
Loss from Operations:
The Company
recorded an operating loss of $6.6 million in 2017 compared to an operating loss of $5.9 million in 2016. In 2017 the Company recorded
a net loss of $(8.4 million) or $(0.98) per share on 8.5 million weighted average shares outstanding compared to a net loss of
$(6.7 million) or $(0.82) per share on 8.2 million weighted average shares outstanding.
“We are
pleased with our performance in 2017 as we continued our effort to build lasting value for our stockholders by establishing BioHiTech
as a leading technology solutions company in sustainable waste disposal. We delivered improving gross margins and substantial rental
unit growth in our food waste digester business and continued to forward our plans to establish a HEBioT facility in New York State,”
said Brian C. Essman, CFO of BioHiTech Global. “We also made several substantial improvements to our balance sheet through
our HEBioT license purchase and Gold Medal transaction, as well as through our fixed price convertible debt and preferred equity
financings. Early in 2018, we made further balance sheet improvements through a series of non-convertible debt and fixed price
convertible equity financing transactions that now place our Company on more solid financial footing to achieve our growth plans
and improve our corporate visibility through an uplisting to a national stock exchange.”
About BioHiTech Global
BioHiTech Global, Inc. (OTCQB: BHTG),
is changing the way we think about managing waste. Our innovative waste management services combined with our disruptive technologies
provide sustainable waste disposal and supply chain management solutions for businesses and municipalities of all sizes. Our technology
platform, including the on and off-site biological treatment of waste, is designed to reduce overall waste generation and virtually
eliminate landfill usage while creating a valuable renewable fuel. 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 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.
Richard Galterio
Executive Vice President
Direct: 845.367.0603
rgalterio@biohitech.com
www.biohitech.com
BioHiTech Global, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Loss
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Year Ended December 31,
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2017
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2016
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Revenue
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Rental, service and maintenance
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$
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1,622,114
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$
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1,371,087
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Equipment sales
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799,091
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872,379
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Total revenue
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2,421,205
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|
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2,243,466
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Cost of revenue
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|
|
|
|
|
|
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Rental, service and maintenance
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|
|
1,207,050
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|
|
1,084,251
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Equipment sales
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|
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479,393
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|
|
|
585,673
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Total Cost of revenue
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|
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1,686,443
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|
|
|
1,669,924
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|
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Gross profit
|
|
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734,762
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|
|
|
573,542
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|
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Operating expenses
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|
|
|
|
|
|
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Selling, general and administrative
|
|
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4,066,771
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4,222,152
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Research and development
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819,389
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899,400
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Professional fees
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2,298,888
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|
|
1,263,183
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Depreciation and amortization
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|
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113,784
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|
|
|
113,474
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Total operating expenses
|
|
|
7,298,832
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|
|
|
6,498,209
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|
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Loss from operations
|
|
|
(6,564,070
|
)
|
|
|
(5,924,667
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)
|
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Other expense (income)
|
|
|
|
|
|
|
|
|
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Equity loss in affiliate
|
|
|
17,765
|
|
|
|
-
|
|
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Interest income
|
|
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(712
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)
|
|
|
-
|
|
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Interest expense
|
|
|
1,767,405
|
|
|
|
820,719
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|
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Loss on change in fair value of warrants
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|
|
1,999
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|
|
|
-
|
|
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Total other expense, net
|
|
|
1,786,457
|
|
|
|
820,719
|
|
|
Net loss
|
|
|
(8,350,527
|
)
|
|
|
(6,745,386
|
)
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(47,509
|
)
|
|
|
16,720
|
|
|
Comprehensive loss
|
|
$
|
(8,398,036
|
)
|
|
$
|
(6,728,666
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted
|
|
$
|
(0.98
|
)
|
|
$
|
(0.82
|
)
|
|
Weighted average number of common shares outstanding - basic and diluted
|
|
|
8,541,167
|
|
|
|
8,229,712
|
|
BioHiTech Global, Inc. and Subsidiaries
Consolidated Balance Sheets
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December 31,
|
|
|
|
|
2017
|
|
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2016
|
|
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Assets
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
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Cash
|
|
$
|
901,112
|
|
|
$
|
325,987
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|
|
Accounts receivable, net
|
|
|
274,405
|
|
|
|
140,130
|
|
|
Inventory
|
|
|
332,101
|
|
|
|
706,017
|
|
|
Prepaid expenses and other current assets
|
|
|
79,686
|
|
|
|
21,865
|
|
|
Total Current Assets
|
|
|
1,587,304
|
|
|
|
1,193,999
|
|
|
Equipment on operating leases, net
|
|
|
1,451,144
|
|
|
|
1,023,404
|
|
|
Equipment, fixtures and vehicles, net
|
|
|
63,509
|
|
|
|
54,356
|
|
|
Intangible assets, net
|
|
|
174,133
|
|
|
|
267,042
|
|
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Investment in Entsorga West Virginia, LLC
|
|
|
1,016,263
|
|
|
|
-
|
|
|
MBT facility development and license costs
|
|
|
6,223,766
|
|
|
|
-
|
|
|
Other assets
|
|
|
23,500
|
|
|
|
13,500
|
|
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Total Assets
|
|
$
|
10,539,619
|
|
|
$
|
2,552,301
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
Line of credit
|
|
$
|
1,000,000
|
|
|
$
|
2,463,736
|
|
|
Accounts payable
|
|
|
1,287,740
|
|
|
|
1,197,277
|
|
|
Accrued interest payable
|
|
|
29,431
|
|
|
|
411,917
|
|
|
Accrued expenses
|
|
|
892,136
|
|
|
|
522,727
|
|
|
Deferred revenue
|
|
|
84,686
|
|
|
|
61,879
|
|
|
Notes payable (related party of $275,000)
|
|
|
-
|
|
|
|
375,000
|
|
|
Advance from related party
|
|
|
-
|
|
|
|
1,213,027
|
|
|
Customer deposits
|
|
|
39,498
|
|
|
|
36,131
|
|
|
Long-term debt, current portion
|
|
|
8,874
|
|
|
|
8,525
|
|
|
Total Current Liabilities
|
|
|
3,342,365
|
|
|
|
6,290,219
|
|
|
Notes payable (related party of $275,000)
|
|
|
375,000
|
|
|
|
-
|
|
|
Line of credit
|
|
|
1,463,736
|
|
|
|
-
|
|
|
Promissory note due to related party
|
|
|
4,500,000
|
|
|
|
2,500,000
|
|
|
Advance from related party
|
|
|
544,777
|
|
|
|
-
|
|
|
Accrued interest due at maturities
|
|
|
1,860,591
|
|
|
|
253,000
|
|
|
Convertible unsecured note, net of financing costs of $2,965 and discounts of $3,150
|
|
|
103,885
|
|
|
|
-
|
|
|
Convertible secured notes (related party of $450,000), net of discounts of $228,084
|
|
|
1,021,916
|
|
|
|
-
|
|
|
Unsecured subordinated mandatorily convertible notes, (related parties of $4,625,000 and $3,800,000, respectively), net of deferred financing costs of $26,179 and $118,866 respectively
|
|
|
7,698,819
|
|
|
|
4,956,134
|
|
|
Long-term debt, net of current portion
|
|
|
21,971
|
|
|
|
11,048
|
|
|
Total Liabilities
|
|
|
20,933,060
|
|
|
|
14,010,401
|
|
|
Series A redeemable convertible preferred stock, 333,401 shares designated, issued and outstanding
|
|
|
1,095,577
|
|
|
|
-
|
|
|
Commitments and Contingencies
|
|
|
-
|
|
|
|
-
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 1,444,601 designated, 493,401 issued and outstanding as of December 31, 2017:
|
|
|
|
|
|
|
|
|
|
Series B Convertible preferred stock, 1,111,200 shares designated, 160,000 shares issued and outstanding as of December 31, 2017
|
|
|
699,332
|
|
|
|
-
|
|
|
Common stock, $0.0001 par value, 50,000,000 and 20,000,000 shares authorized, 9,598,208 and 8,229,712 shares issued and outstanding, as of December 31, 2017 and 2016, respectively, at par
|
|
|
960
|
|
|
|
823
|
|
|
Additional paid in capital
|
|
|
17,280,696
|
|
|
|
9,604,324
|
|
|
Accumulated deficit
|
|
|
(29,431,416
|
)
|
|
|
(21,072,166
|
)
|
|
Accumulated other comprehensive (loss) gain
|
|
|
(38,590
|
)
|
|
|
8,919
|
|
|
Total Stockholders' Deficit
|
|
|
(11,489,018
|
)
|
|
|
(11,458,100
|
)
|
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
10,539,619
|
|
|
$
|
2,552,301
|
|
BioHiTech Global, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
Year Ended
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net loss:
|
|
$
|
(8,350,527
|
)
|
|
$
|
(6,745,386
|
)
|
|
Adjustments to reconcile net loss to net cash used in operations:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
402,548
|
|
|
|
457,102
|
|
|
Provision for bad debts
|
|
|
105,418
|
|
|
|
93,406
|
|
|
Stock based employee compensation
|
|
|
329,782
|
|
|
|
674,782
|
|
|
Fees paid in stock and warrants
|
|
|
1,156,105
|
|
|
|
48,953
|
|
|
Fees paid in convertible notes
|
|
|
-
|
|
|
|
125,000
|
|
|
Interest resulting from amortization of financing costs and discounts
|
|
|
446,603
|
|
|
|
77,007
|
|
|
Equity loss in affiliate
|
|
|
17,765
|
|
|
|
-
|
|
|
Change in fair value of warrant liability
|
|
|
1,999
|
|
|
|
-
|
|
|
Changes in operating assets and liabilities
|
|
|
1,117,357
|
|
|
|
87,736
|
|
|
Net cash used in operations
|
|
|
(4,772,950
|
)
|
|
|
(5,181,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
Sale of used machinery and equipment
|
|
|
16,762
|
|
|
|
-
|
|
|
Investment in Entsorga West Virginia, LLC
|
|
|
(1,034,028
|
)
|
|
|
-
|
|
|
Acquisition of MBT license rights
|
|
|
(839,678
|
)
|
|
|
-
|
|
|
Increase in MBT facility development costs
|
|
|
(204,566
|
)
|
|
|
-
|
|
|
Purchases of equipment, fixtures and vehicles
|
|
|
(9,233
|
)
|
|
|
(8,146
|
)
|
|
Net cash used in investing activities
|
|
|
(2,070,743
|
)
|
|
|
(8,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Net change in line of credit
|
|
|
-
|
|
|
|
(25,017
|
)
|
|
Proceeds from convertible notes, including warrants and beneficial conversion features
|
|
|
2,683,000
|
|
|
|
1,150,000
|
|
|
Convertible notes deferred financing costs
|
|
|
(23,000
|
)
|
|
|
(195,873
|
)
|
|
Repayments of long-term debt
|
|
|
(9,444
|
)
|
|
|
(8,259
|
)
|
|
Proceeds for the issuance of preferred stock
|
|
|
2,270,300
|
|
|
|
-
|
|
|
Related party:
|
|
|
|
|
|
|
|
|
|
Net increases of advances
|
|
|
1,120,756
|
|
|
|
503,027
|
|
|
Proceeds from promissory notes
|
|
|
786,973
|
|
|
|
701,973
|
|
|
Repayments of promissory notes
|
|
|
-
|
|
|
|
(200,000
|
)
|
|
Proceeds from convertible notes
|
|
|
576,000
|
|
|
|
3,500,000
|
|
|
Net cash provided by financing activities
|
|
|
7,404,585
|
|
|
|
5,425,851
|
|
|
Effect of exchange rate on cash
|
|
|
14,233
|
|
|
|
50,487
|
|
|
Net change in cash
|
|
|
575,125
|
|
|
|
286,792
|
|
|
Cash - beginning of period
|
|
|
325,987
|
|
|
|
39,195
|
|
|
Cash - end of period
|
|
$
|
901,112
|
|
|
$
|
325,987
|
|