8-K
Polar Power, Inc. (POLA)
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
Dateof Report (Date of earliest event reported): May 15, 2024
POLAR
POWER, INC.
(ExactName of Registrant as Specified in Charter)
| Delaware | 001-37960 | 33-0479020 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
249E. Gardena Boulevard, Gardena, California 90248
(Addressof Principal Executive Offices) (Zip Code)
(310)830-9153
(Registrant’stelephone number, including area code)
N/A
(Formername 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 (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, par value $0.0001 per share | POLA | The<br> NASDAQ Stock Market, LLC |
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. ☐
Item2.02 Results of Operations and Financial Condition.
On May 15, 2024, Polar Power, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item7.01 Regulation FD Disclosure.
The information contained in Item 2.02 is incorporated herein by reference.
The information contained in Items 2.02 and Item 7.01 (including Exhibit 99.1) is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits*.*
| Exhibit | |
|---|---|
| No. | Description |
| 99.1 | Press release issued by Polar Power, Inc. dated May 15, 2024 |
| 104 | Cover<br> 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.
Date: May 15, 2024
| POLAR POWER, INC. | |
|---|---|
| By: | /s/ Arthur D. Sams |
| Arthur<br> D. Sams President, Chief Executive Officer and Secretary |
Exhibit99.1
PolarPower Reports First Quarter 2024 Financial Results
GARDENA,CA – May 15, 2024 – Polar Power, Inc. (“Polar Power” or the “Company”) (NASDAQ: POLA), a global provider of prime, backup, and solar hybrid DC power solutions, reports its financial results for the first quarter of 2024.
Q12024 Financial Highlights
| ● | Net<br> sales of $1.8 million compared to $4.2 million in the same period in 2023 |
|---|---|
| ● | Operating<br> expenses of $1.6 million compared to $1.7 million in the same period in 2023 |
| ● | Net<br> loss was $2.1 million, or $(0.12) per basic and diluted share, compared to a net loss of $1.1 million, or $(0.09) per basic and diluted<br> share in the same period in 2023 |
| ● | Working<br> capital of $9.6 million as of March 31, 2024, with $16.2 million in inventory |
| ● | Backlog at March 31, 2024 was $7.7 million, including<br> $5.7 million in new bookings during first quarter of 2024 |
EventSubsequent to First Quarter 2024
| ● | Received<br> approximately $2.0 million in additional new orders in April, marking four consecutive months of increased bookings |
|---|
Arthur Sams, CEO of Polar Power, commented, “Our first quarter financial results reflect delays in international shipments and pushout of orders from our top telecom customers to the second half of 2024. Encouragingly, though, this sector accounts for almost 70% of orders booked thus far in 2024, indicating that the orders postponed last year are being released, and we’ve seen an increase in orders each month from those customers and from new ones.
“Our highly efficient technology platform offers significant cost savings for a variety of end-markets, and we continue to negotiate with customers, financial resources, and other potential partners to broaden our distribution, and generate the growth that our shareholders require. We have identified some very large international opportunities that we believe could be transformative for the company and are diligently working to accelerate our growth and take advantage of the opportunities ahead of us,” continued Mr. Sams.
“Finally, during the first quarter of 2024 we continued to see diversification of our business, with nearly 40% in net sales resulting from non-tier-1 telecom customers, and military orders comprising 25% of our revenues compared to 5% in last year’s first quarter. We anticipate that diversification of our business when combined with growth of our existing telecom customers will continue to provide a foundation of stable long-term growth for our company,” concluded Mr. Sams.
AboutPolar Power, Inc.
Polar Power (NASDAQ: POLA), Polar Power is pioneering technological changes that radically change the production, consumption, and environmental impact of power generation and is a leading provider of DC advanced power and cooling systems, pioneering innovations across diverse industrial applications. Its product portfolio, known for innovation, durability, and efficiency, presently includes standard products for telecom, military, renewable energy, marine, automotive, residential, commercial, oil field and mining applications. Polar Power’s systems can be configured to operate on any energy source including photovoltaics, diesel, LPG (propane and butane), and renewable fuels.
Polar Power’s telecom power solutions offer significant cost savings with installation, permitting, site leases, and operation. Its military solutions provide compact, lightweight, fuel efficient, reliable power solutions for robotics, drone, communications, hybrid propulsion, and other applications. Its mobile rapid battery charging technology enables on-demand roadside charging for electric vehicles. Its combined heat and power (CHP) residential systems offer innovative vehicle charging and integrated home power systems via natural gas or propane feedstocks, optimizing performance and system costs. Polar Power’s micro / nano grid solutions provide lower cost energy in “bad-grid or no-grid” environments. Its commitment to technological advancement extends to hybrid propulsion systems for marine and specialty vehicles, ensuring efficiency, comfort, reliability, and cost savings.
For more information, please visit www.polarpower.com. or follow us on www.linkedin.com/company/polar-power-inc/.
SafeHarbor Statement Under the Private Securities Litigation Reform Act of 1995
This news release contains certain statements of a forward-looking nature relating to future events or future business performance. Forward-looking statements can be identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, and speak only as of the date they are made. With the exception of historical information, the matters discussed in this press release including, without limitation, Polar Power’s belief that orders from its telecom customers will continue to materialize; Polar Power’s expectations that its planned investment in sales and marketing will accelerate sales growth, and managing operating expenses should enable both top- and bottom-line improvements throughout 2024 are forward-looking statements and considerations that involve a number of risks and uncertainties. The actual future results of Polar Power could differ from those statements. Factors that could cause or contribute to such differences include, but are not limited to, adverse domestic and foreign economic and market conditions, including demand for its Summit Series, 27 kW DC generator product line; trade tariffs on raw materials; changes in domestic and foreign governmental regulations and policies; the impact of inflation and changing prices on raw materials; supply chain constraints causing significant delays in sourcing raw materials; labor shortages as a result of the pandemic, low unemployment rates, or other factors limiting the availability of qualified workers; and other events, factors and risks. It undertakes no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond Polar Power’s control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in Polar Power’s reports filed with the Securities and Exchange Commission.
Mediaand Investor Relations:
CoreIR
Peter Seltzberg, SVP Investor Relations and Corporate Advisory
+1 212-655-0924
ir@polarpowerinc.com
www.CoreIR.com
CompanyContact:
Polar Power, Inc.
249 E. Gardena Blvd.
Gardena, CA 90248
Tel: 310-830-9153
ir@polarpowerinc.com
www.polarpower.com
POLARPOWER, INC.
BALANCESHEETS
(in thousands, except share and per share data)
| December 31, 2023 | |||||
|---|---|---|---|---|---|
| (Unaudited) | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 212 | $ | 549 | ||
| Accounts receivable | 1,282 | 1,676 | |||
| Inventories | 16,221 | 16,522 | |||
| Prepaid expenses | 444 | 455 | |||
| Employee retention credit receivable | 2,000 | 2,000 | |||
| Income taxes receivable | 787 | 787 | |||
| Total current assets | 20,946 | 21,989 | |||
| Other assets: | |||||
| Operating lease right-of-use assets | 2,530 | 2,818 | |||
| Property and equipment, net | 278 | 344 | |||
| Deposits | 108 | 108 | |||
| Total assets | 23,862 | $ | 25,259 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 1,194 | $ | 1,762 | ||
| Customer deposits | 2,545 | 1,618 | |||
| Accrued liabilities and other current liabilities | 1,131 | 1,151 | |||
| Line of credit | 4,914 | 4,238 | |||
| Notes payable-related party | 257 | 257 | |||
| Notes payable, current portion | 40 | 64 | |||
| Current portion of operating lease liabilities | 1,197 | 1,124 | |||
| Total current liabilities | 11,278 | 10,214 | |||
| Operating lease liabilities, net of current portion | 1,537 | 1,856 | |||
| Total liabilities | 12,815 | 12,070 | |||
| Commitments and Contingencies | |||||
| Stockholders’ Equity | |||||
| Preferred stock, 0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding | — | — | |||
| Common stock, 0.0001 par value, 50,000,000 shares authorized, 17,579,089 shares issued and 17,561,612 shares outstanding on March 31, 2024, and December 31, 2023 | 2 | 2 | |||
| Additional paid-in capital | 38,886 | 38,886 | |||
| Accumulated deficit | (27,801 | ) | (25,659 | ) | |
| Treasury Stock, at cost (17,477 shares) | (40 | ) | (40 | ) | |
| Total stockholders’ equity | 11,047 | 13,189 | |||
| Total liabilities and stockholders’ equity | 23,862 | $ | 25,259 |
All values are in US Dollars.
POLARPOWER, INC.
UNAUDITEDCONDENSED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net Sales | $ | 1,775 | $ | 4,190 | ||
| Cost of Sales | 2,177 | 3,435 | ||||
| Gross profit (loss) | (402 | ) | 755 | |||
| Operating Expenses | ||||||
| Sales and marketing | 231 | 333 | ||||
| Research and development | 220 | 346 | ||||
| General and administrative | 1,126 | 1,111 | ||||
| Total operating expenses | 1,577 | 1,790 | ||||
| Loss from operations | (1,979 | ) | (1,035 | ) | ||
| Other income (expenses) | ||||||
| Interest expense and finance costs | (163 | ) | (78 | ) | ||
| Total other income (expenses), net | (163 | ) | (78 | ) | ||
| Net loss | $ | (2,142 | ) | $ | (1,113 | ) |
| Net loss per share – basic and diluted | $ | (0.12 | ) | $ | (0.09 | ) |
| Weighted average shares outstanding, basic and diluted | 17,561,612 | 12,949,550 |
POLARPOWER, INC.
UNAUDITEDSTATEMENTS OF CASH FLOW
(in thousands)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (2,142 | ) | $ | (1,113 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 66 | 116 | ||||
| Changes in operating assets and liabilities | ||||||
| Accounts receivable | 394 | (986 | ) | |||
| Inventories | 301 | (1,415 | ) | |||
| Prepaid expenses | 11 | 777 | ||||
| Operating lease right-of-use asset | 288 | 196 | ||||
| Accounts payable | (568 | ) | 794 | |||
| Customer deposits | 927 | 643 | ||||
| Accrued expenses and other current liabilities | (20 | ) | 25 | |||
| Operating lease liabilities | (246 | ) | (193 | ) | ||
| Net cash used in operating activities | (989 | ) | (1,156 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from advances from credit facility | 676 | 1,127 | ||||
| Repayment of notes payable | (24 | ) | (63 | ) | ||
| Net cash provided by financing activities | 652 | 1,064 | ||||
| Decrease in cash and cash equivalents | (337 | ) | (92 | ) | ||
| Cash and cash equivalents, beginning of period | 549 | 211 | ||||
| Cash and cash equivalents, end of period | $ | 212 | $ | 119 | ||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
| Initial recognition of operating lease right-of-use assets and operating lease liabilities | $ | — | $ | 2,392 |