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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): November 9, 2023

 

FLUX POWER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-31543   92-3550089
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

2685 S. Melrose Drive, Vista, California   92081
(Address of Principal Executive Offices)   (Zip Code)

 

877-505-3589

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

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   Name of each exchange on which registered
Common Stock, $0.001 par value   FLUX   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 November 9, 2023, the Company issued a press release announcing, among other things, limited financial and operational information for its fiscal first quarter ended September 30, 2023 and provided certain forward-looking performance estimates. In addition, the Company will hold a conference call to discuss such results. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The projections constituting the performance estimates included in the press release involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially from these forecasts. In this regard, see the information included in the press release under the caption “Forward-Looking Statements.”

 

Item 7.01 Regulation FD Disclosure.

 

The information under Items 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

 

The information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 is being “furnished” and 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, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Index

 

Exhibit   Exhibit Description
     
99.1   Press Release dated November 9, 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.

 

  Flux Power Holdings, Inc.
  a Nevada corporation
     
  By: /s/ Ronald F. Dutt
    Ronald F. Dutt,
    Chief Executive Officer
     
Dated: November 9, 2023    

 

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

Flux Power Fiscal Year 2024 First Quarter Financial Results

 

Ongoing Gross Margin Initiatives Result in 700BP Improvement in Gross Margins

 

Backlog Increased to $31M as of November 2, 2023

 

Partnering with Fortune 100 Customer on Industry’s First Telematics Integration for Entire Fleet

 

Management to Host Conference Call Today at 4:30 p.m. Eastern Time

 

Vista, CA — November 9, 2023 — Flux Power Holdings, Inc. (NASDAQ: FLUX), a developer of advanced lithium-ion energy storage solutions for electrification of commercial and industrial equipment, has reported its financial and operational results for the fiscal first quarter ended September 30, 2023.

 

Key Financial FY 2024 First Quarter and Subsequent Operational Highlights and Business Update

 

($ millions)   Q1 Comparison  
    Q1 2024     Q1 2023     $ Change YoY     % Change YoY  
Revenue   $ 14.8     $ 17.8     $ -3.0       -17 %
Gross Profit   $ 4.3     $ 3.9     $ 0.4       9 %
Gross Margin     29 %     22 %           32 %
Adjusted EBITDA   $ -1.2     $ -1.5     $ 0.3       24 %

 

  Expansion of Margins Leading to Profitability in FY2024:

 

  Gross profit increased 9% in Q1’24 compared to Q1’23.
     
  Gross margin increased 700 basis points in Q1’24 compared to Q1’23.
     
  Adjusted EBITDA loss improved 24% in Q1’24 compared to Q1’23.

 

  Continued Revenue Expansion

 

  High demand new heavy-duty models completed UL Listing, to be launched for 2024.
     
  Private Label Program to be launched this quarter with major forklift OEM.
     
  Partnering with Fortune 100 Customer on industry first of telematics integration for entire fleet
     
  Exploring potential partnership on fast charging proprietary technology.

 

     

 

  Reached prototype stage for automation of battery cells into modules to support current high customer demand, while creating commonality and reducing inventory.
     
  Partnership for international sales channel making progress.
     
  Backlog (open orders) increased to $31M as of November 2, 2023.

 

  Improved capital structure

 

  Secured a new $15 million credit facility, including expansion provisions to $20 million, from Gibraltar Business Capital (“GBC”) to fund working capital and to repay its existing credit facility with Silicon Valley Bank (“SVB”).
     
  Terminated an at-the-market (“ATM”) offering program.
     
  A new $2.0 million subordinated line of credit with Cleveland Capital providing additional credit support with an extended duration to August 15, 2025.

 

Backlog Summary

 

The backlog status is a point in time measure but in total reflects underlying pacing of orders:

 

Fiscal Quarter Ended   Beginning Backlog     New Orders     Shipments     Ending Backlog  
June 30, 2022   $ 38,593,000     $ 11,622,000     $ 15,195,000     $ 35,020,000  
September 30, 2022   $ 35,020,000     $ 9,678,000     $ 17,840,000     $ 26,858,000  
December 31, 2022   $ 26,858,000     $ 20,652,000     $ 17,158,000     $ 30,352,000  
March 31, 2023   $ 30,352,000     $ 9,751,000     $ 15,087,000     $ 25,016,000  
June 30, 2023   $ 25,016,000     $ 19,780,000     $ 16,252,000     $ 28,544,000  
September 30, 2023   $ 28,544,000     $ 8,102,000     $ 14,797,000     $ 21,849,000  

 

November 2, 2023, Ending Backlog $31,080,000

 

CEO Commentary

 

“In our first fiscal quarter of 2024, we have seen encouraging strides towards profitability. This achievement comes amidst a traditionally slower revenue period, further impacted by delays in the delivery of forklifts. We are already seeing a pickup in our second quarter to achieve another growth year in FY2024. Our sales cycle normally reflects forklift lead times ranging from 2-3 months but for much of the past 12 months, lead times have increased by up to 12 months for several high volume forklift lines. Adjusted EBITDA loss improved by 24% to $1.2 million in Q1’24. Gross margin improvement initiatives contributed to a 700 basis point increase in Q1’24 to 29%. Two new major customers have been added since June 30, 2023.

 

“As of November 2, 2023, our open order backlog has increased by $9.2 million, reaching a total of $31.1 million. This growth is attributable to the synchronization of our product offerings with the schedule of new forklift and airport Ground Support Equipment (“GSE”) deliveries. Two new customers contributed to this increase in backlog, in both forklifts and airport GSE. Beyond our backlog of open orders, we are working on a pipeline of high probability orders of over $100 million which does stretch beyond the current fiscal year. Recently at the GSE EXPO 2023, we featured our energy storage and telematics platforms that are facilitating electrification of GSE, with airline GSE integration partner Averest Inc. As the airline industry transitions from lead acid and propane to electrically powered GSE, the ability to have real time access to actionable data has made telematics imperative for both operational efficiency and successfully scaling fleet electrification. Sustainability leaders like Delta Air Lines have set the pace with their commitment to reach Net-Zero carbon emissions by 2050 including a focus on transitioning fossil fuel-powered belt loaders, bag, and tug tractors to electric, zero-emission vehicles.

 

     

 

“Over the course of the year, our primary objective has been to diligently follow our roadmap to achieve consistent profitability. Alongside this, we have advanced in several growth-oriented projects that promise both immediate and future benefits. Early in 2024, we anticipate our new heavy-duty models and OEM private label program will meet the robust market demand effectively. In parallel, our automated assembly for cell modules is progressing on schedule. We plan to launch an industry first integrated telematics, fleet-wide program with a Fortune 100 customer later in 2024. Building on these developments, we are collaborating with our partners to bring battery cell innovations and expand our sales on a global scale.

 

“We migrated from our Silicon Valley Bank credit facility to a new $15 million credit facility with Gibraltar Business Capital which provides lower interest rates, a two-year term, and the potential to expand the facility to $20 million to accommodate higher working capital needs as our business grows. This facility, along with our improvement in operating cash requirements, supports our current business growth. Additional credit support, beyond projected needs, is provided by our new $2.0 million subordinated line of credit with Cleveland Capital. Finally, as we look to the future, we believe it is good corporate practice to replace our previous shelf registration as it allows us to maintain flexibility with respect to our capital management.

 

“Looking ahead, we believe our near-term track to profitability, combined with our emerging growth strategy will position the Company to both lead our sector in lithium-ion adoption and provide accretive business growth to drive improved shareholder value. We are pleased, but never content, with our progress regarding customer satisfaction of product quality, service, and ease of doing business. Our market reputation is very important to our Fortune 500 customer base, and we have resourced our marketing efforts to expand brand awareness. I look forward to providing additional updates in the months to come,” concluded Dutt.

 

Q1’24 Financial Results

 

Revenue for the fiscal first quarter of 2024 decreased 17% to $14.8 million compared to $17.8 million in the fiscal first quarter of 2023, due to fewer units of energy storage packs sold during the current quarter primarily as a result of deferrals related to forklift timing delays, seasonality, and product mix.

 

Gross profit for the fiscal first quarter of 2024 increased to $4.3 million compared to a gross profit of $3.9 million in the fiscal first quarter of 2023. Gross margin increased to 29% in the fiscal first quarter of 2024 as compared to 22% in the fiscal first quarter of 2023. Gross profit improved by 9% as a result of lower cost of sales per unit as a result of the gross margin improvement initiatives, partially offset by lower number of units sold.

 

Adjusted EBITDA was a loss of $1.2 million in the fiscal first quarter of 2024 as compared to a loss of $1.5 million in the fiscal first quarter of 2023, driven by the improved gross margins.

 

     

 

Selling & Administrative expenses increased to $4.7 million in the fiscal first quarter of 2024, as compared to $4.5 million in fiscal first quarter of 2023, primarily attributable to staff related expenses, depreciation, professional service fees, stock-based compensation, and travel expenses, partially offset by decreases in commissions, outbound shipping costs, recruiting costs, and consulting fees.

 

Research & Development expenses increased to $1.3 million in the fiscal first quarter of 2024, compared to $1.2 million in the fiscal first quarter of 2023, primarily due to higher staff related expenses.

 

Net loss for the fiscal first quarter of 2024 was $2.1 million, similar to the fiscal first quarter of 2023, with nominal improvement principally reflecting increased gross profit, offset by increased operating expenses and interest expense.

 

Cash was $1.1 million on September 30, 2023, as compared to $2.4 million at June 30, 2023 reflecting changes in working capital management. Available working capital includes: our line of credit as of November 2, 2023, under our $15.0 million credit facility from Gibraltar Business Capital with a remaining available balance of $2.9 million; and $2.0 million available under the subordinated line of credit with Cleveland Capital.

 

Net cash used in operating activities increased to $3.1 million in the three months ended September 30, 2023, compared to $0.6 million in the three months ended September 30, 2022, primarily due to changes in working capital of inventory, receivables, and payables.

 

First Quarter Fiscal Year 2024 Results Conference Call

 

Flux Power CEO Ron Dutt and CFO Chuck Scheiwe will host the conference call, followed by a question-and-answer session. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

 

To access the call, please use the following information:

 

Date: Thursday, November 9, 2023
Time: 4:30 p.m. Eastern Time, 1:30 p.m. Pacific Time
Toll-free dial-in number: 1-877-407-4018
International dial-in number: 1-201-689-8471
Conference ID: 13741955

 

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact MZ Group at 1-949-491-8235.

 

The conference call will be broadcast live and available for replay at https://viavid.webcasts.com/starthere.jsp?ei=1638333&tp_key=4d161faacd and via the investor relations section of the Company’s website here.

 

A replay of the webcast will be available after 7:30 p.m. Eastern Time through February 9, 2024.

 

Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13741955

 

 

 

Note about Non-GAAP Financial Measures

 

A non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. Non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Other companies may use different non-GAAP measures and presentation of results.

 

In addition to financial results presented in accordance with GAAP, this press release presents adjusted EBITDA, which is a non-GAAP measure. Adjusted EBITDA is determined by taking net loss and adding interest, taxes, depreciation, amortization, and stock-based compensation expenses. The company believes that this non-GAAP measure, viewed in addition to and not in lieu of net loss, provides additional information to investors by providing a more focused measure of operating results. This metric is an integral part of the Company’s internal reporting to evaluate its operations and the performance of senior management. A reconciliation of adjusted EBITDA to net loss, the most comparable GAAP measure, is available in the accompanying financial tables below. The non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies.

 

US-GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION

(Unaudited)

 

    Three Months Ended September 30,  
    2023     2022  
Net loss   $ (2,112,000 )   $ (2,139,000 )
Add/Subtract:                
Interest, net     403,000       328,000  
Income tax provision     -       -  
Depreciation and amortization     261,000       172,000  
EBITDA     (1,448,000 )     (1,639,000 )
Add/Subtract:                
Stock-based compensation     276,000       95,000  
Adjusted EBITDA   $ (1,172,000 )   $ (1,544,000 )

 

About Flux Power Holdings, Inc.

 

Flux Power (NASDAQ: FLUX) designs, manufactures, and sells advanced lithium-ion energy storage solutions for electrification of a range of industrial and commercial sectors including material handling, airport ground support equipment (GSE), and stationary energy storage. Flux Power’s lithium-ion battery packs, including the proprietary battery management system (BMS) and telemetry, provide customers with a better performing, lower cost of ownership, and more environmentally friendly alternative, in many instances, to traditional lead acid and propane-based solutions. Lithium-ion battery packs reduce CO2 emissions and help improve sustainability and ESG metrics for fleets. For more information, please visit www.fluxpower.com.

 

     

 

Forward-Looking Statements

 

This release contains projections and other “forward-looking statements” relating to Flux Power’s business, that are often identified using “believes,” “expects” or similar expressions. Forward-looking statements involve several estimates, assumptions, risks, and other uncertainties that may cause actual results to be materially different from those anticipated, believed, estimated, expected, etc. Such forward-looking statements include impact of COVID-19 on Flux Power’s business, results and financial condition; statements regarding plans and expectations with respect to the Company’s registration statement on Form S-3 and any potential future offering or capital raises. Flux Power’s ability to obtain raw materials and other supplies for its products at competitive prices and on a timely basis, particularly in light of the potential impact of the COVID-19 pandemic on its suppliers and supply chain; the development and success of new products, projected sales, cancellation of purchase orders, deferral of shipments, Flux Power’s ability to improve its gross margins, or achieve breakeven cash flow or profitability, Flux Power’s ability to fulfill backlog orders or realize profit from the contracts reflected in backlog sale; Flux Power’s ability to fulfill backlog orders due to changes in orders reflected in backlog sales, Flux Power’s ability to obtain the necessary funds under the credit facilities, Flux Power’s ability to timely obtain UL Listing for its products, Flux Power’s ability to fund its operations, distribution partnerships and business opportunities and the uncertainties of customer acceptance and purchase of current and new products, and changes in pricing, and Flux Power’s ability to negotiate and enter into a definitive agreement in connection with the Letter of Intent. Actual results could differ from those projected due to numerous factors and uncertainties. Although Flux Power believes that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, they can give no assurance that such statements will prove to be correct, and that the Flux Power’s actual results of ‎operations, financial condition and performance will not differ materially from the ‎results of operations, financial condition and performance reflected or implied by these forward-‎looking statements. Undue reliance should not be placed on the forward-looking statements and Investors should refer to the risk factors outlined in our Form 10-K, 10-Q and other reports filed with the SEC and available at www.sec.gov/edgar. These forward-looking statements are made as of the date of this news release, and Flux Power assumes no obligation to update these statements or the reasons why actual results could differ from those projected.

 

Flux, Flux Power, and associated logos are trademarks of Flux Power Holdings, Inc. All other third-party brands, products, trademarks, or registered marks are the property of and used to identify the products or services of their respective owners.

 

Follow us at:

 

Blog: Flux Power Blog

 

News Flux Power News

 

Twitter: @FLUXpwr

 

LinkedIn: Flux Power

 

Contacts

 

Media & Investor Relations:

 


info@fluxpower.com

 

External Investor Relations:

 


Chris Tyson, Executive Vice President

 

MZ Group - MZ North America

 

949-491-8235

 

FLUX@mzgroup.us

 

www.mzgroup.us

 

     

 

FLUX POWER HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

 

   

September 30, 2023

   

June 30, 2023

 
      (Unaudited)          
ASSETS                
                 
Current assets:                
Cash   $ 1,139,000     $ 2,379,000  
Accounts receivable     10,699,000       8,649,000  
Inventories, net     19,495,000       18,996,000  
Other current assets     1,053,000       918,000  
Total current assets     32,386,000       30,942,000  
Right of use assets     2,670,000       2,854,000  
Property, plant and equipment, net     1,747,000       1,789,000  
Other assets     119,000       120,000  
                 
Total assets   $ 36,922,000     $ 35,705,000  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
Current liabilities:                
Accounts payable   $ 10,065,000     $ 9,735,000  
Accrued expenses     3,782,000       3,181,000  
Line of credit     11,986,000       9,912,000  
Deferred revenue     336,000       131,000  
Customer deposits     17,000       82,000  
Finance lease payable, current portion     147,000       143,000  
Office lease payable, current portion     667,000       644,000  
Accrued interest     102,000       2,000  
Total current liabilities     27,102,000       23,830,000  
Office lease payable, less current portion     1,880,000       2,055,000  
Financed lease payable, less current portion     229,000       273,000  
                 
Total liabilities     29,211,000       26,158,000  
                 
Stockholders’ equity:                
                 
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding     -       -  
Common stock, $0.001 par value; 30,000,000 shares authorized; 16,478,237 and 16,462,215 shares issued and outstanding at September 30, 2023 and June 30, 2023, respectively     16,000       16,000  
Additional paid-in capital     98,362,000       98,086,000  
Accumulated deficit     (90,667,000 )     (88,555,000 )
                 
Total stockholders’ equity     7,711,000       9,547,000  
                 
Total liabilities and stockholders’ equity   $ 36,922,000     $ 35,705,000  

 

     

 

FLUX POWER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    Three Months Ended September 30,  
    2023     2022  
Revenues   $ 14,797,000     $ 17,840,000  
Cost of sales     10,486,000       13,892,000  
                 
Gross profit     4,311,000       3,948,000  
                 
Operating expenses:                
Selling and administrative     4,725,000       4,536,000  
Research and development     1,295,000       1,223,000  
Total operating expenses     6,020,000       5,759,000  
                 
Operating loss     (1,709,000 )     (1,811,000 )
                 
Interest income (expense), net     (403,000 )     (328,000 )
                 
Net loss   $ (2,112,000 )   $ (2,139,000 )
                 
Net loss per share - basic and diluted   $ (0.13 )   $ (0.13 )
                 
Weighted average number of common shares outstanding - basic and diluted     16,474,754       15,997,296  

 

     

 

FLUX POWER HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Three Months Ended September 30,  
    2023     2022  
Cash flows from operating activities:                
Net loss   $ (2,112,000 )   $ (2,139,000 )
Adjustments to reconcile net loss to net cash used in operating activities                
Depreciation     261,000       172,000  
Stock-based compensation     276,000       95,000  
Amortization of debt issuance costs     81,000       229,000  
Noncash lease expense     146,000       117,000  
Allowance for inventory reserve     (3,000 )     25,000  
Changes in operating assets and liabilities:                
Accounts receivable     (2,050,000 )     (2,987,000 )
Inventories     (496,000 )     (2,641,000 )
Other current assets     (215,000 )     (229,000 )
Accounts payable     330,000       6,860,000  
Accrued expenses     601,000       19,000  
Accrued interest     100,000       1,000  
Office lease payable     (152,000 )     (120,000 )
Deferred revenue     205,000       184,000  
Customer deposits     (65,000 )     (165,000 )
Net cash used in operating activities     (3,093,000 )     (579,000 )
                 
Cash flows from investing activities                
Purchases of equipment     (181,000 )     (352,000 )
Net cash used in investing activities     (181,000 )     (352,000 )
                 
Cash flows from financing activities:                
Proceeds from revolving line of credit     18,055,000       12,900,000  
Payment of revolving line of credit     (15,981,000 )     (12,138,000 )
Payment of financed leases     (40,000 )     (10,000 )
Net cash provided by financing activities     2,034,000       752,000  
                 
Net change in cash     (1,240,000 )     (179,000 )
Cash, beginning of period     2,379,000       485,000  
                 
Cash, end of period   $ 1,139,000     $ 306,000  
                 
Supplemental Disclosures of Non-Cash Investing and Financing Activities:                
Initial right of use asset recognition   $ -     $ 78,000  
Common stock issued for vested RSUs   $ -     $ 5,000  
Supplemental cash flow information:                
Interest paid   $ 223,000     $ 99,000