GWHT 8-K
ESS Tech, Inc. (GWHT)
8-K
2024-05-07
For: 2024-05-07
View Original
Added on
April 10, 2026
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 7, 2024
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||
(855 ) 423-9920
(Registrant’s telephone number, including area code)
Not Applicable
(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 | ||||||||||||
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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 7, 2024 , ESS Tech, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “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 into 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. | ||||||||
| 99.1 | ||||||||
| 104 | Cover page interactive data file | |||||||
SIGNATURE
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.
Dated: May 7, 2024
| ESS TECH, INC. | |||||
| By: | /s/ Anthony Rabb | ||||
| Name: | Anthony Rabb | ||||
| Title: | Chief Financial Officer | ||||
Exhibit 99.1
ESS Tech, Inc. Announces First Quarter 2024 Financial Results
Q1 Revenue of $2.7 Million
Partnered with Sapele Power to Supply LDES in Africa
Completed Testing of First Energy Center for Portland General Electric
Ordered Second Power Module Automation Line with 40% Greater Production Capacity
Exited Q1 with Cash and Short-Term Investments over $89 million; Expected to Carry ESS Well Into H1’25
WILSONVILLE, Ore. – May 7, 2024 – ESS Tech, Inc. (“ESS,” “ESS, Inc.” or the “Company”) (NYSE: GWH), a leading manufacturer of long-duration energy storage systems for commercial and utility-scale applications, today announced financial results for its first quarter ended March 31, 2024.
“I’m pleased with the team’s execution in the first quarter, where we again made tremendous progress across a broad number of fronts and achieved $2.7 million in revenue, a seven-fold increase over last year. Not only has our customer-facing team demonstrated marked success in commissioning products across a number of varied operating environments, but our sales team continues to win new deals and expand our footprint into new geographic markets with customers like Sapele Power, a leading African energy generation company. Momentum is growing behind our Energy Center™ (EC) product. We have completed all of our performance, safety and regulatory tests for our first EC and are operating the unit right now. We expect to start building and shipping our second unit early in Q3 and, given the significant energy density and cost per KWh advantages over our Energy Warehouse, we remain confident that our EC will be a key driver of long-term profitable expansion,” said Eric Dresselhuys, CEO of ESS. “Given the success of our first power module automation line, which has enabled us to increase capacity and consistency with dramatically lowered input costs, we’ve ordered our second power module automation line so that it becomes operational as we begin to ramp up shipments. With 40% more production capacity at half of the installed cost on a per MWh basis, our second line will greatly add to our momentum in lowering our production cost while enabling scale. With prudent cash management and efficient capacity expansion, our team continues to position the company for sustained growth and profitability as we scale the business and ramp up shipments later this year."
Recent Business Highlights
•EC products received the highest level of IEEE 693 rating, a widely-accepted seismic rating for energy infrastructure, making ESS the first non-lithium, grid-scale LDES provider to receive such a rating.
•Named as one of Fast Company’s 2024 Most Innovative Companies in the energy category.
•Named as a finalist for the Reuters 2024 Global Energy Transition Awards in “The Technologies of Change - Accelerating Decarbonization” category, which recognizes revolutionary technology in the energy sector.
•In addition to IEEE seismic certification, completed of all of the more than 90 tests to validate operations, safety and performance of our first Energy Center™. ESS will start building our second EC in the beginning of Q3, which will be deployed next to the first EC, both for Portland General Electric. We expect to start building and shipping our first commercial ECs in the second half of 2024 for delivery to Tampa Electric and the Sacramento Municipal Utility District, or SMUD.
•Ordered a second power module automation line, with the capability of producing more than 600 MWh per year, 40% more than the first automation line, which translates into substantially lower capex dollars per MWh of production capacity investment. This second line is expected to be operational in the 1H of 2025.
•Installed an Energy Warehouse™ system at Burbank Water and Power, their first utility-scale battery storage project. This EW is paired with an on-site solar array where ESS technology will demonstrate the critical role of LDES in a fully renewable grid.
•Completed commissioning of an Energy Warehouse™ (EW) system at Schiphol Airport in Amsterdam, the second largest airport in mainland Europe, which will be used to help advance Schiphol Airport’s sustainability strategy. The EW system will be used to recharge Electric Ground Power Units (E-GPU), which are intended to replace the diesel ground power units currently used to supply electrical power to aircraft when parked at the airport.
Conference Call Details
ESS will hold a conference call on Tuesday, May 7, 2024 at 5:00 p.m. EDT to discuss financial results for its first quarter 2024 ended March 31, 2024. Interested parties may join the conference call beginning at 5:00 p.m. EDT on Tuesday, May 7, 2024 via telephone by calling (833) 927-1758 in the U.S., or for international callers, by calling +1 (929) 526-1599 and entering conference ID 193523. A telephone replay will be available until May 14, 2024, by dialing (866) 813-9403 in the U.S., or for international callers, +1 (929) 458-6194 with conference ID 618165. A live webcast of the conference call will be available on ESS’ Investor Relations website at http://investors.essinc.com/.
A replay of the call will be available via the web at http://investors.essinc.com/.
About ESS, Inc.
At ESS (NYSE: GWH), our mission is to accelerate global decarbonization by providing safe, sustainable, long-duration energy storage that powers people, communities and businesses with clean, renewable energy anytime and anywhere it’s needed. As more renewable energy is added to the grid, long-duration energy storage is essential to providing the reliability and resiliency we need when the sun is not shining and the wind is not blowing.
Our technology uses earth-abundant iron, salt and water to deliver environmentally safe solutions capable of providing up to 12 hours of flexible energy capacity for commercial and utility-scale energy storage applications. Established in 2011, ESS, Inc. enables project developers, independent power producers, utilities and other large energy users to deploy reliable, sustainable long-duration energy storage solutions. For more information visit www.essinc.com.
Use of Non-GAAP Financial Measures
In this press release and the accompanying earnings call, the Company includes Non-GAAP Operating Expenses and Adjusted EBITDA, which are non-GAAP performance measures that the Company uses to supplement its results presented in accordance with U.S. GAAP. As required by the rules of the Securities and Exchange Commission (“SEC”), the Company has provided herein a reconciliation of the non-GAAP financial measures contained in this press release and the accompanying earnings call to the most directly comparable measures under GAAP. The Company’s management believes Non-GAAP Operating Expenses and Adjusted EBITDA are useful in evaluating its operating performance and are similar measures reported by publicly-listed U.S. companies, and regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. By providing these non-GAAP measures, the Company’s management intends to provide investors with a meaningful, consistent comparison of the Company’s profitability for the periods presented. Adjusted EBITDA is not intended to be a substitute for net income/loss or any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. Further, Non-GAAP Operating Expenses are not intended to be a substitute for GAAP Operating Expenses or any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
The Company defines and calculates Non-GAAP Operating Expenses as GAAP Operating Expenses adjusted for stock-based compensation and other special items determined by management as they are not indicative of business
operations. The Company defines and calculates Adjusted EBITDA as net loss before interest, other non-operating expense or income, (benefit) provision for income taxes, and depreciation and amortization, and further adjusted for stock-based compensation and other special items determined by management, including, but not limited to, fair value adjustments for certain financial liabilities associated with debt and equity transactions as they are not indicative of business operations.
Forward-Looking Statements
This communication contains certain forward-looking statements, including statements regarding ESS and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “will” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements include, among others, statements regarding the Company’s manufacturing plans, the Company’s order and sales pipeline, the Company’s ability to execute on orders, the Company’s ability to effectively manage costs, and the Company’s partnerships with third parties such as Amsterdam Airport Schiphol, Burbank Water and Power, Sapele, and the Sacramento Municipal Utility District. These forward-looking statements are based on ESS’ current expectations and beliefs concerning future developments and their potential effects on ESS. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. There can be no assurance that the future developments affecting ESS will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond ESS control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, which include, but are not limited to, continuing supply chain issues; delays, disruptions, or quality control problems in the Company’s manufacturing operations; the Company’s ability to hire, train and retain an adequate number of manufacturing employees; issues related to the shipment and installation of the Company’s products; issues related to customer acceptance of the Company’s products; issues related to the Company’s partnerships with third parties; inflationary pressures; risk of loss of government funding for customer projects; and the Company’s need to achieve significant business growth to achieve sustained, long-term profitability. Except as required by law, ESS is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Contacts
Investors:
Erik Bylin
Media:
Morgan Pitts
503.568.0755
Source: ESS Tech, Inc.
ESS Tech, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
(in thousands, except share and per share data)
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Revenue: | ||||||||||||||
| Revenue | $ | 2,214 | $ | 371 | ||||||||||
| Revenue - related parties | 524 | $ | 1 | |||||||||||
| Total revenue | 2,738 | $ | 372 | |||||||||||
| Cost of revenue | 11,126 | — | ||||||||||||
| Gross profit (loss) | (8,388) | 372 | ||||||||||||
| Operating expenses: | ||||||||||||||
| Research and development | 3,546 | 17,732 | ||||||||||||
| Sales and marketing | 2,034 | 1,852 | ||||||||||||
| General and administrative | 5,526 | 5,287 | ||||||||||||
| Total operating expenses | 11,106 | 24,871 | ||||||||||||
| Loss from operations | (19,494) | (24,499) | ||||||||||||
| Other income (expenses), net: | ||||||||||||||
| Interest income, net | 1,239 | 1,252 | ||||||||||||
| Gain on revaluation of common stock warrant liabilities | — | 688 | ||||||||||||
| Other income (expense), net | (55) | 658 | ||||||||||||
| Total other income, net | 1,184 | 2,598 | ||||||||||||
| Net loss and comprehensive loss to common stockholders | $ | (18,310) | $ | (21,901) | ||||||||||
| Net loss per share - basic and diluted | $ | (0.10) | $ | (0.14) | ||||||||||
| Weighted-average shares used in per share calculation - basic and diluted | 174,514,538 | 154,123,911 | ||||||||||||
ESS Tech, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except share data)
| March 31, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 36,332 | $ | 20,165 | |||||||
| Restricted cash, current | 906 | 1,373 | |||||||||
| Accounts receivable, net | 1,039 | 1,990 | |||||||||
| Short-term investments | 53,220 | 87,899 | |||||||||
| Inventory | 3,161 | 3,366 | |||||||||
| Prepaid expenses and other current assets | 3,588 | 3,305 | |||||||||
| Total current assets | 98,246 | 118,098 | |||||||||
| Property and equipment, net | 16,928 | 16,266 | |||||||||
| Intangible assets, net | 4,857 | 4,923 | |||||||||
| Operating lease right-of-use assets | 1,841 | 2,167 | |||||||||
| Restricted cash, non-current | 946 | 945 | |||||||||
| Other non-current assets | 816 | 833 | |||||||||
| Total assets | $ | 123,634 | $ | 143,232 | |||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 2,910 | $ | 2,755 | |||||||
| Accrued and other current liabilities | 6,552 | 10,755 | |||||||||
| Accrued product warranties | 3,322 | 2,129 | |||||||||
| Operating lease liabilities, current | 1,548 | 1,581 | |||||||||
| Deferred revenue, current | 5,555 | 2,546 | |||||||||
| Total current liabilities | 19,887 | 19,766 | |||||||||
| Operating lease liabilities, non-current | 610 | 957 | |||||||||
| Deferred revenue, non-current | — | 3,835 | |||||||||
| Deferred revenue, non-current - related parties | 14,400 | 14,400 | |||||||||
| Common stock warrant liabilities | 917 | 917 | |||||||||
| Other non-current liabilities | — | — | |||||||||
| Total liabilities | 35,814 | 39,875 | |||||||||
| Stockholders' equity: | |||||||||||
Preferred stock ($0.0001 par value; 200,000,000 shares authorized, none issued and outstanding as of March 31, 2024 and December 31, 2023) | — | — | |||||||||
Common stock ($0.0001 par value; 2,000,000,000 shares authorized, 174,898,086 and 174,211,911 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively) | 18 | 18 | |||||||||
| Additional paid-in capital | 802,269 | 799,496 | |||||||||
| Accumulated deficit | (714,467) | (696,157) | |||||||||
| Total stockholders' equity | 87,820 | 103,357 | |||||||||
| Total liabilities and stockholders' equity | $ | 123,634 | $ | 143,232 | |||||||
ESS Tech, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (18,310) | $ | (21,901) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | 1,219 | 1,077 | |||||||||
| Non-cash interest income | (995) | (762) | |||||||||
| Non-cash lease expense | 326 | 299 | |||||||||
| Stock-based compensation expense | 2,854 | 2,059 | |||||||||
| Inventory write-down and losses on noncancellable purchase commitments | (1,979) | — | |||||||||
| Change in fair value of common stock warrant liabilities | — | (688) | |||||||||
| Other non-cash (income) expenses, net | 29 | (48) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | 1,309 | 4,330 | |||||||||
| Inventory | 1,145 | — | |||||||||
| Prepaid expenses and other current assets | (266) | 1,731 | |||||||||
| Accounts payable | 153 | (529) | |||||||||
| Accrued and other current liabilities | (4,024) | (4,657) | |||||||||
| Accrued product warranties | 1,193 | 1,231 | |||||||||
| Deferred revenue | (1,184) | (306) | |||||||||
| Operating lease liabilities | (380) | (346) | |||||||||
| Net cash used in operating activities | (18,910) | (18,510) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | (953) | (2,610) | |||||||||
| Maturities and purchases of short-term investments, net | 35,645 | 74,668 | |||||||||
| Net cash provided by investing activities | 34,692 | 72,058 | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payments on notes payable | — | (400) | |||||||||
| Proceeds from stock options exercised | — | 104 | |||||||||
| Repurchase of shares from employees for income tax withholding purposes | (81) | — | |||||||||
| Other, net | — | (7) | |||||||||
| Net cash used in financing activities | (81) | (303) | |||||||||
| Net change in cash, cash equivalents and restricted cash | 15,701 | 53,245 | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 22,483 | 36,655 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 38,184 | $ | 89,900 | |||||||
ESS Tech, Inc.
Condensed Consolidated Statements of Cash Flows (continued)
(unaudited)
(in thousands)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid for operating leases included in cash used in operating activities | $ | 449 | $ | 413 | |||||||
| Non-cash investing and financing transactions: | |||||||||||
| Purchase of property and equipment included in accounts payable and accrued and other current liabilities | 517 | 623 | |||||||||
| Transfers between inventory and property and equipment, net | 1,051 | — | |||||||||
| Cash and cash equivalents | $ | 36,332 | $ | 87,811 | |||||||
| Restricted cash, current | 906 | 1,413 | |||||||||
| Restricted cash, non-current | 946 | 676 | |||||||||
| Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | $ | 38,184 | $ | 89,900 | |||||||
ESS Tech, Inc.
Reconciliation of GAAP to Non-GAAP Operating Expenses
(unaudited)
(in thousands)
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Research and development | $ | 3,546 | $ | 17,732 | ||||||||||
| Less: stock-based compensation | (401) | (993) | ||||||||||||
| Non-GAAP research and development | $ | 3,145 | $ | 16,739 | ||||||||||
| Sales and marketing | $ | 2,034 | $ | 1,852 | ||||||||||
| Less: stock-based compensation | (95) | (150) | ||||||||||||
| Non-GAAP sales and marketing | $ | 1,939 | $ | 1,702 | ||||||||||
| General and administrative | $ | 5,526 | $ | 5,287 | ||||||||||
| Less: stock-based compensation | (1,434) | (916) | ||||||||||||
| Non-GAAP general and administrative | $ | 4,092 | $ | 4,371 | ||||||||||
| Total operating expenses | $ | 11,106 | $ | 24,871 | ||||||||||
| Less: stock-based compensation | (1,930) | (2,059) | ||||||||||||
| Non-GAAP total operating expenses | $ | 9,176 | $ | 22,812 | ||||||||||
ESS Tech, Inc.
Reconciliation of GAAP Net Loss to Adjusted EBITDA
(unaudited)
(in thousands)
| Three Months Ended March 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Net loss | $ | (18,310) | $ | (21,901) | ||||||||||
| Interest income, net | (1,239) | (1,252) | ||||||||||||
| Stock-based compensation | 2,854 | 2,059 | ||||||||||||
| Depreciation and amortization | 1,219 | 1,077 | ||||||||||||
| Gain on revaluation of common stock warrant liabilities | — | (688) | ||||||||||||
| Other income (expense), net | 55 | (658) | ||||||||||||
| Adjusted EBITDA | $ | (15,421) | $ | (21,363) | ||||||||||