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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 17, 2023

 

DRAGONFLY ENERGY HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40730   85-1873463
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

1190 Trademark Drive, #108    
Reno, Nevada   89521
(Address of principal executive offices)   (Zip Code)

 

(775) 622-3448

(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
Common stock, par value $0.0001   DFLI   The Nasdaq Global Market

Redeemable warrants, exercisable for common

stock at an exercise price of $11.50 per share,

subject to adjustment

  DFLIW   The 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. ☐

 

 

 

 
 

 

Explanatory Note

 

This Current Report on Form 8-K supplements the Current Report on Form 8-K of Dragonfly Energy Holdings Corp. (the “Company”), originally furnished with the Securities and Exchange Commission (the “SEC”) on March 29, 2023 (the “Initial Form 8-K”). The sole purpose for furnishing this Current Report on Form 8-K is to update certain information contained in Exhibit 99.1 to the Initial Form 8-K to reflect certain updates to the Company’s financial results as a result of the completion of the Company’s 2022 audit, as described further below.

 

Item 2.02. Results of Operations and Financial Condition.

 

On March 29, 2023, the Company issued an earnings release announcing financial results for the fourth quarter and year ended December 31, 2022, which was attached as Exhibit 99.1 to the Initial Form 8-K. In connection with the completion of the Company’s 2022 audit, $19.8 million in deal-related expenses from the Company’s October 7, 2022 Business Combination, which were initially recognized within equity, were classified as general and administrative expenses. On April 17, 2023, the Company issued an updated version of the earnings release attached hereto as Exhibit 99.1, which is incorporated in this Item 2.02 by reference, to reflect adjustments to the Company’s financial results.

 

The information contained within Exhibit 99.1 hereto updates and supersedes the information contained within the press release submitted as an exhibit to the Initial Form 8-K. The impact of the updates described above were reflected in Company’s Annual Report on 10-K for the year ended December 31, 2022 filed with the SEC on April 17, 2023.

 

Item 7.01. Regulation FD Disclosure.

 

See “Item 2.02 Results of Operation and Financial Condition” above.

 

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto 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 of 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, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Updated Press Release of Dragonfly Energy Holdings Corp., dated April 17, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
 

 

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.

 

  DRAGONFLY ENERGY HOLDINGS CORP.
     
  By: /s/ Denis Phares
  Name: Denis Phares
  Title: Chief Executive Officer

 

Date: April 17, 2023

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

Dragonfly Energy Files Annual Report on Form 10-K and Updates Operating Results for the Fourth Quarter and Year ended December 31, 2022

 

RENO, NEVADA (April 17, 2023) — Dragonfly Energy Holdings Corp. (“Dragonfly” or the “Company”) (Nasdaq: DFLI), an industry leader in energy storage and producer of deep cycle lithium-ion storage batteries, today filed its Annual Report on Form 10-K and updated its financial results for the fourth quarter and audited full year ended December 31, 2022.

 

On March 29, 2023, the Company announced its unaudited financial results for the year ended December 31, 2022 and provided the press release under Items 2.02 and 9.01 of Form 8-K on that day. In connection with the completion of the 2022 audit, $19.8 million in deal-related expenses from the Company’s October 7, 2022 Business Combination, which were initially recognized within equity, were classified as general and administrative expenses. These expenses were unique to the Business Combination and are not expected to recur in future quarters. This press release updates and supersedes the press release issued on March 29, 2023 to reflect adjustments to the Company’s financial results. For additional information on these changes, including the Company’s audited financial statements for the year ending December 31, 2022, please see the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) earlier today.

 

Dragonfly’s Net Sales and Gross Profit remain unchanged. Below, please find a summary of the of the adjustments to operations from preliminary to final results.

 

Adjustments from preliminary to final results:

 

    Fourth quarter 2022     Full year 2022  
($ thousands)   Preliminary     Change     Final     Preliminary     Change     Final  
Operating Expenses   $ (12,481 )   $ (20,460 )   $ (32,941 )   $ (37,541 )   $ (20,460 )   $ (58,001 )
Net (Loss) Income   $ (11,655 )   $ (20,460 )   $ (32,115 )   $ (19,111 )   $ (20,460 )   $ (39,571 )
EBITDA   $ (7,843 )   $ (19,750 )   $ (27,593 )   $ (12,645 )   $ (19,799 )   $ (32,444 )
Adj. EBITDA   $ (4,833 )   $ 458     $ (4,375 )   $ (7,951 )   $ 411     $ (7,540 )

 

About Dragonfly

 

Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) headquartered in Reno, Nevada, is a leading supplier of deep cycle lithium-ion batteries. Dragonfly’s research and development initiatives are revolutionizing the energy storage industry through innovative technologies and manufacturing processes. Today, Dragonfly’s non-toxic deep cycle lithium-ion batteries are displacing lead-acid batteries across a wide range of end-markets, including RVs, marine vessels, off-grid installations, and other storage applications. Dragonfly is also focused on delivering an energy storage solution to enable a more sustainable and reliable smart grid through the future deployment of the Company’s proprietary and patented solid-state cell technology. To learn more, visit www.dragonflyenergy.com/investors.

 

 
 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, planned products and services, business strategy and plans, market size and growth opportunities, competitive position and technological and market trends. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. These forward-looking statements are subject to risks, uncertainties, and other factors (some of which are beyond the Company’s control) which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to: the Company’s ability to recognize the anticipated benefits of the of the Company’s recent business combination with Chardan NexTech Acquisition 2 Corp. and related transactions; the Company’s ability to successfully increase market penetration into target markets; the growth of the addressable markets that the Company intends to target; the Company’s ability to access capital as and when needed under its $150 million ChEF Equity Facility; the Company’s ability to protect its patents and other intellectual property; and the Company’s ability to generate revenue from future product sales and its ability to achieve and maintain profitability. These and other risks and uncertainties are described more fully in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 17, 2023 and in the Company’s other filings with the SEC.

 

If any of these risks materialize or any of the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. All forward-looking statements contained in this press release speak only as of the date they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

 

Investor Relations

Sioban Hickie, ICR, Inc.

DragonflyIR@icrinc.com

 

 
 

 

Dragonfly Energy Holdings Corp.

Balance Sheet

Years Ended December 31, 2022 and 2021

(in thousands)

 

    2022     2021  
             
Current Assets                
Cash   $ 17,781     $ 25,586  
Restricted cash     -       3,044  
Accounts receivable, net of allowance for doubtful accounts     1,444       783  
Inventory     49,846       27,127  
Prepaid expenses     1,624       293  
Prepaid inventory     2,002       7,461  
Prepaid income tax     525       -  
Other current assets     267       1,787  
Total Current Assets     73,489       66,081  
Property and Equipment                
Property and Equipment, Net     10,760       4,461  
Operating lease right of use asset     4,513       5,709  
Total Assets   $ 88,762     $ 76,251  
                 
Current Liabilities                
Accounts payable   $ 13,475     $ 11,360  
Accrued payroll and other liabilities     6,295       2,608  
Customer deposits     238       434  
Uncertain tax position liability     128       -  
Income tax payable     -       631  
Notes payable, current portion, net of debt issuance costs     19,242       1,875  
Operating lease liability, current portion     1,188       1,082  
Total Current Liabilities     40,566       17,990  
Long-Term Liabilities                
Notes payable-non current, net of debt discount     -       37,053  
Warrant liabilities     32,831       -  
Deferred tax liabilities     -       453  
Accrued expenses-long term     492       -  
Operating lease liability, net of current portion     3,541       4,694  
Total Long-Term Liabilities     36,864       42,200  
Total Liabilities     77,430       60,190  
                 
Equity                
Common stock, 170,000,000 shares at $0.0001 par value, authorized, 43,272,728 and 36,496,998 shares issued and outstanding as of December 31, 2022 and 2021, respectively     4       4  
Preferred stock, 5,000,000 shares at $0.0001 par value, authorized, no shares issued and outstanding as of December 31, 2022 and 2021, respectively     -       -  
Additional paid in capital     38,461       3,619  
Retained (deficit) earnings     (27,133 )     12,438  
Total Equity     11,332       16,061  
Total Liabilities and Shareholders’ Equity   $ 88,762     $ 76,251  

 

 
 

 

 

Dragonfly Energy Holdings Corp.

Statement of Operations

Years Ended December 31, 2022 and 2021

(in thousands, except share and per share data)

 

    2022     2021  
             
Net Sales   $ 86,251     $ 78,000  
                 
Cost of Goods Sold     62,247       48,375  
                 
Gross Profit     24,004       29,625  
                 
Operating Expenses                
Research and development     2,764       2,689  
General and administrative     41,566       10,621  
Selling and marketing     13,671       9,848  
                 
Total Operating Expenses     58,001       23,158  
                 
(Loss) Income From Operations     (33,997 )     6,467  
                 
Other Income (Expense)                
Other Income     40       1  
Interest expense     (6,945 )     (519 )
Change in fair market value of warrant liability     5,446       -  
Debt extinguishment     (4,824 )     -  
Total Other Expense     (6,283 )     (518 )
                 
(Loss) Income Before Taxes     (40,280 )     5,949  
                 
Income Tax (Benefit) Expense     (709 )     1,611  
                 
Net (Loss) Income   $ (39,571 )   $ 4,338  
                 
(Loss) Earnings Per Share- Basic   $ (1.03 )   $ 0.12  
(Loss) Earnings Per Share- Diluted   $ (1.03 )   $ 0.11  
Weighted Average Number of Shares- Basic     38,565,307       35,579,137  
Weighted Average Number of Shares- Diluted     38,565,307       37,742,337  

 

 
 

 

Dragonfly Energy Holdings Corp.

Statement of Cash Flows

Years Ended December 31, 2022 and 2021

(in thousands)

 

 

    2022     2021  
             
Cash flows from Operating Activities                
Net (Loss) Income   $ (39,571 )   $ 4,338  
Adjustments to Reconcile Net (Loss) Income to Net Cash                
Used in Operating Activities                
Stock based compensation     2,467       734  
Debt extinguishment     4,824       -  
Amortization of debt discount     1,822       206  
Change in fair market value of warrant liability     (5,446 )     -  
Deferred tax liability     (453 )     122  
Non-cash interest expense (paid-in kind)     1,192       -  
Provision for doubtful accounts     108       50  
Depreciation and amortization     891       617  
Loss on disposal of property and equipment     56       124  
Assumption of Warrant Liability     1,990       -  
Changes in Assets and Liabilities                
Accounts receivable     (769 )     1,007  
Inventories     (22,719 )     (21,179 )
Prepaid expenses     (1,467 )     58  
Prepaid inventory     5,459       (6,353 )
Other current assets     1,520       (1,214 )
Other assets     1,196       1,029  
Income taxes payable     (1,156 )     (651 )
Accounts payable and accrued expenses     4,428       8,903  
Uncertain tax position liability     128       (19 )
Customer deposits     (196 )     (1,345 )
Total Adjustments     (6,125 )     (17,911 )
Net Cash Used in Operating Activities     (45,696 )     (13,573 )
                 
Cash Flows From Investing Activities                
Proceeds from disposal of property and equipment     35       61  
Purchase of property and equipment     (6,862 )     (2,970 )
Net Cash Used in Investing Activities     (6,827 )     (2,909 )
                 
Cash Flows From Financing Activities                
Proceeds from term loan     75,000       -  
Proceeds from note payable     -       45,000  
Repayment from note payable     (45,000 )     -  
Payments of debt issuance costs     (4,032 )     (6,278 )
Proceeds from exercise of options     706       184  
Proceeds from stock purchase agreement     15,000       -  
Proceeds from revolving note agreement     -       5,000  
Repayments of revolving note agreement     -       (5,000 )
Net Cash Provided by Financing Activities     41,674       38,906  
                 
Net (Decrease) / Increase in Cash and Restricted Cash     (10,849 )     22,424  
Beginning cash and restricted cash     28,630       6,206  
Ending cash and restricted cash   $ 17,781     $ 28,630  
                 
Supplemental Disclosures of Cash Flow Information:                
Cash paid for income taxes   $ 773     $ 2,390  
Cash paid for interest   $ 2,252     $ 313  
Supplemental Non-Cash Items                
Receivable of options exercised   $ -     $ 250  
Purchases of property and equipment, not yet paid   $ 419     $ 255  
Recognition of right of use asset obtained in exchange for operating lease liability   $ -     $ 5,745  
Cashless exercise of liability classified warrants   $ 16,669     $ -  

 

 
 

 

Dragonfly Energy Holdings Corp.

Statement of Operations

Quarters Ended December 31, 2022 and 2021

(in thousands, except share and per share data)

 

    Unaudited        
    2022     2021  
             
Net Sales   $ 20,209     $ 20,179  
                 
Cost of Goods Sold     15,766       14,061  
                 
Gross Profit     4,443       6,118  
                 
Operating Expenses                
Research and development     813       790  
General and administrative     27,788       2,191  
Selling and marketing     4,340       3,194  
                 
Total Operating Expenses     32,941       6,175  
                 
(Loss) Income From Operations     (28,498 )     (57 )
                 
Other Income (Expense)                
Other Income     40       1  
Interest expense     (3,288 )     (395 )
Change in fair market value of warrant liability     5,446       -  
Debt extinguishment     (4,824 )     -  
Total Other Expense     (2,626 )     (394 )
                 
(Loss) Income Before Taxes     (31,124 )     (451 )
                 
Income Tax (Benefit) Expense     991       (371 )
                 
Net (Loss) Income   $ (32,115 )   $ (80 )
                 
(Loss) Earnings Per Share- Basic   $ (0.75 )   $ (0.00 )
(Loss) Earnings Per Share- Diluted   $ (0.75 )   $ (0.00 )
Weighted Average Number of Shares- Basic     42,948,026       36,102,440  
Weighted Average Number of Shares- Diluted     42,948,026       36,102,440  

 

 
 

 

Use of Non-GAAP Financial Measures

 

The Company provides non-GAAP financial measures including EBITDA and Adjusted EBITDA as a supplement to GAAP financial information to enhance the overall understanding of the Company’s financial performance and to assist investors in evaluating the Company’s results of operations, period over period. Adjusted non-GAAP measures exclude significant unusual items. Investors should consider these non-GAAP measures as a supplement to, and not a substitute for financial information prepared on a GAAP basis.

 

Adjusted EBITDA

 

Adjusted EBITDA is considered a non-GAAP financial measure under the rules of the SEC because it excludes certain amounts included in net loss calculated in accordance with GAAP. Specifically, the Company calculates Adjusted EBITDA by GAAP net loss adjusted to exclude stock-based compensation expense, business combination related expenses and other one-time, non-recurring items.

 

The Company has included Adjusted EBITDA because it is a key measure used by Dragonfly’s management team to evaluate its operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses. As such, the Company believes Adjusted EBITDA is helpful in highlighting trends in the ongoing core operating results of the business.

 

Adjusted EBITDA has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of net loss or other results as reported under GAAP. Some of these limitations are:

 

  Adjusted EBITDA does not reflect the Company’s cash expenditures, future requirements for capital expenditures, or contractual commitments;
     
  Adjusted EBITDA does not reflect changes in, or cash requirements for, the Company’s working capital needs;
     
  Adjusted EBITDA does not reflect the Company’s tax expense or the cash requirements to pay taxes;
     
  although amortization and depreciation are non-cash charges, the assets being amortized and depreciated will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements;
     
  Adjusted EBITDA should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items for which the Company may adjust in historical periods; and
     
  other companies in the industry may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure.

 

 
 

 

Reconciliations of Non-GAAP Financial Measures

 

EBITDA and Adjusted EBITDA

 

The following table presents reconciliations of EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial measure for each of the periods indicated.

 

Dragonfly Energy Holdings Corp.

Years Ended December 31, 2022 and 2021

(in thousands, except share and per share data)

 

    2022     2021  
             
EBITDA Calculation                
Net (Loss) Income   $ (39,571 )   $ 4,338  
Plus: Interest     6,945       518  
Plus: Taxes     (709 )     1,611  
Plus: Depreciation & Amortization     891       617  
EBITDA   $ (32,444 )   $ 7,084  
                 
Adjustments to EBITDA                
Plus: Stock Based Compensation     2,467       734  
Plus: ERP Implementation     -       233  
Plus: Promissory Note Forgiveness     469       -  
Plus: Loss on Disposal of Assets     56       124  
Plus: Separation Agreement     1,197       -  
Plus: Debt-Extinguishment     4,824       -  
Plus: Change in fair market value of warrant liability     (5,446 )     -  
Plus: Business Combination Expenses     21,337       295  
Adjusted EBITDA   $ (7,540 )   $ 8,470  

 

Dragonfly Energy Holdings Corp.

Statement of Operations

Quarters Ended December 31, 2022 and 2021

(in thousands, except share and per share data)

 

    Unaudited        
    2022     2021  
EBITDA Calculation                
Net (Loss) Income   $ (32,115 )   $ (80 )
Plus: Interest     3,288       394  
Plus: Taxes     991       (371 )
Plus: Depreciation & Amortization     243       185  
EBITDA   $ (27,593 )   $ 128  
                 
Adjustments to EBITDA                
Plus: Stock Based Compensation     1,312       185  
Plus: ERP Implementation     -       32  
Plus: Loss on Disposal of Assets     (6 )     -  
Plus: Separation Agreement     1,197       185  
Plus: Debt-Extinguishment     4,824       -  
Plus: Change in fair market value of warrant liability     (5,446 )     -  
Plus: Business Combination Expenses     21,337       295  
Adjusted EBITDA   $ (4,375 )   $ 825  

 

Source: Dragonfly Energy Holdings Corp.