8-K
Twin Vee PowerCats, Co. (VEEE)
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): November 8, 2022
TwinVee Powercats Co.
(Exactname of registrant as specified in its charter)
| Delaware | 001-40623 | 27-1417610 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3101S. US-1Ft. Pierce, Florida 34982
(Addressof principal executive offices)
(772) 429-2525
(Registrant’stelephone 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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 $0.001 per share | VEEE | The Nasdaq Stock Market LLC (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 FinancialCondition.
On November 8, 2022, Twin Vee PowerCats Co. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2022. 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 in this Item 2.02 and in the press release attached as Exhibit 99.1 to 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, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description |
|---|---|
| 99.1 | Press Release issued by Twin Vee PowerCats Co. dated November 8, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 9, 2022 | TWIN VEE POWERCATS CO.<br><br>(Registrant) | |
|---|---|---|
| By: | /s/ Joseph Visconti | |
| Name: | Joseph Visconti | |
| Title: | Chief Executive Officer and President |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
November 8, 2022
Twin Vee Powercats Co. Reports A 114% Increase InRevenue, Adjusted Net Profits Of $577,000 For Its Gas-Powered Division For The Third Quarter Of 2022
FORT PIERCE, FLORIDA, November 8, 2022 – Twin Vee PowerCats Co. (Nasdaq: VEEE) (“Twin Vee” or the “Company”), a designer, manufacturer, distributor, and marketer of power sport catamaran boats, today reported operational highlights and financial results for the third quarter of fiscal 2022.
“We are pleased to report a 114% increase in net revenue for the three months ended September 30, 2022, compared to 2021, while also adding additional models to our lineup and expanding our dealer network. Our continued efforts to streamline our manufacturing process and to become a lean organization have started to take hold, resulting in our second consecutive profitable quarter for our gas-powered division since our IPO in July 2021.
We continue to watch market conditions, dealer inventory levels and economic indicators that might affect our business or the buying decisions of our customers. Our goal is to maintain our current production momentum, maintain and streamline inventory levels and remain focused on hiring qualified production and administrative staff to further strengthen our productivity, drive efficiencies, and maintain a high level of quality.
We are supporting our growth with new boat models, increased production capabilities, strengthening our human capital and investing approximately $3 million in tooling, new molds for our 260 GFX, 280, 340 and 400 GFX , facility upgrades and capital equipment in the past 12 months.”
“The net loss for the three months ended September 30, 2022, is a reflection of the investment the Company was making into its Electric division Forza X1. The Forza X1 subsidiary was taken public in August 2022, and now has its own funds for ongoing development costs of our electric boats, electric product development and the development of our North Carolina factory, which is being designed and constructed to build electric boats. Yet, due to the Twin Vee’s 67% controlling stake in Forza X1, which now trades on the NASDAQ under the symbol FRZA, Twin Vee will continue to be required to report its financials on a consolidated basis.
Financial Highlights for the Quarter Ended September30, 2022:
| ● | Net<br> sales for the three months ended September 30, 2022 was approximately $8,812,000, representing<br> a 114% increase compared to approximately $4,118,000 for the three months ended September<br> 30, 2021. |
|---|---|
| ● | Gross<br> profit for the three months ended September 30, 2022 was approximately $3,334,000 compared<br> to a gross profit of approximately $1,610,000 for the three months ended September 30, 2021. |
| ● | Adjusted<br> net income or free cash flow for the three months ended September 30, 2022, which excludes<br> non-cash charges, for our gas-powered division was approximately $577,000. Free cash flow<br> and adjusted net income are Non-GAAP measures. See below for an explanation and reconciliation<br> of these NON-GAAP measures. |
| ● | Net<br> loss from our electric boat division was approximately $1,043,000 and the net loss from our<br> franchise business was approximately $4,000, both for the three months ended September 30,<br> 2022. |
| ● | The<br> Company had cash and marketable securities of approximately $22,886,000 as of September 30,<br> 2022. Our majority owned subsidiary, Forza, completed their IPO in August, with net proceeds<br> of approximately $15,231,000. |
Conference Call
Joseph Visconti, CEO and Carrie Gunnerson, CFO will hold a conference call today, Tuesday, November 8, 2022, at 3:00 p.m. (Eastern). To listen to the conference call, interested parties should dial-in 1-888-394-8218 and use Conference ID 6260209. All callers should dial in approximately 10 minutes prior to the scheduled start time and ask to be joined into the Twin Vee conference call.
The conference call will also be available through a live audio webcast that can be accessed by clicking on this link.
The Company’s complete financial statements are being filed today with the Securities and Exchange Commission and can be accessed via https://ir.twinvee.com/sec-filings.
About Twin Vee PowerCats Co.
Twin Vee PowerCats Co. has designed, built, and sold recreational power sport catamaran boats for over 27 years. Twin Vee’s hull designs and engineering has placed the company on the leading edge of marine innovation. Twin Vee boats are known as “Best Riding Boats on the Water™” because catamarans reduce drag, increase fuel efficiency, and offer boaters a more stable riding boat. Located in Fort Pierce Florida, Twin Vee’s facility is 7.5-acres with several buildings totaling over 75,000 square feet. The Company currently employs approximately 180 people. Learn more at twinvee.com.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements and include statements regarding continuing efforts to streamline the Company’s manufacturing process and become a lean organization, maintaining the Company’s current production momentum, maintaining and streamlining inventory levels, hiring qualified production and administrative staff to further strengthen the Company’s productivity, drive efficiencies, and maintain a high level of quality and developing Forza X1’s North Carolina factory to build electric boats. . These forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict, that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to continue to streamline its manufacturing process, the Company’s ability to maintain its current production momentum, maintain and streamline inventory levels and hire qualified production and administrative staff, the duration and scope of the COVID-19 outbreak worldwide, including the impact to supply chains and state and local economies, and the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Company’s subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events, except as required by law.
(Tables Follow)
| September 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Cash and cash equivalents | $ | 19,975,562 | $ | 6,975,302 | ||
| Marketable securities | $ | 2,910,936 | $ | 6,064,097 | ||
| Current assets | $ | 26,248,656 | $ | 13,073,346 | ||
| Current liabilities | $ | 3,995,584 | $ | 2,155,420 | ||
| Working capital | $ | 22,253,072 | $ | 10,917,926 | ||
| Three Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| September 30, | ||||||
| 2022 | 2021 | |||||
| Net sales | $ | 8,812,021 | $ | 4,118,246 | ||
| Cost of products sold | $ | 5,477,947 | $ | 2,508,170 | ||
| Gross profit | $ | 3,334,074 | $ | 1,610,076 | ||
| Operating expenses | $ | 4,191,034 | $ | 1,932,610 | ||
| Operating loss | $ | (856,960 | ) | $ | (322,534 | ) |
| Net loss | $ | (887,109 | ) | $ | (383,277 | ) |
| Net loss per common share: Basic and Diluted | $ | (0.13 | ) | $ | (0.06 | ) |
| Weighted average number of common shares outstanding: Basic and diluted | 7,013,478 | 6,282,700 | ||||
| Nine months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| September 30, | ||||||
| 2022 | 2021 | |||||
| Net sales | $ | 23,217,634 | $ | 10,623,460 | ||
| Cost of products sold | $ | 14,001,994 | $ | 6,209,334 | ||
| Gross profit | $ | 9,215,640 | $ | 4,414,126 | ||
| Operating expenses | $ | 11,592,732 | $ | 4,698,831 | ||
| Income from operations | $ | (2,377,092 | ) | $ | (284,705 | ) |
| Other expense | $ | 240,116 | $ | (84,228 | ) | |
| Net income | $ | (2,617,208 | ) | $ | (200,477 | ) |
| Basic and dilutive income per share of common stock | $ | (0.37 | ) | $ | (0.04 | ) |
| Weighted average number of shares of common stock outstanding | 7,004,542 | 4,769,200 |
The following table shows information by reportable segments for the three and nine months ended September 30, 2022 and 2021:
| For the Three Months Ended September 30,<br> 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gas-Powered<br> Boats | Franchise | Electric<br> Boat and Development | Total | |||||||||
| Net<br>sales | $ | 8,812,021 | $ | — | $ | — | $ | 8,812,021 | ||||
| Cost<br>of products sold | 5,411,402 | — | 66,545 | 5,477,947 | ||||||||
| Operating<br>expense | 3,210,921 | 529 | 979,584 | 4,191,034 | ||||||||
| Income<br> (loss) from operations | 189,698 | (529 | ) | (1,046,129 | ) | (856,960 | ) | |||||
| Other<br>loss | (29,671 | ) | (3,943 | ) | 3,465 | (30,149 | ) | |||||
| Net<br>income (loss) | 160,025 | (4,471 | ) | (1,042,663 | ) | (887,109 | ) | |||||
| Adjusted<br> net income | $ | 577,404 | $ | 8,702 | $ | (878,389 | ) | $ | (292,283 | ) | ||
| For the Three Months Ended September 30, 2021 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Gas-Powered Boats | Franchise | Electric Boat and Development | Total | |||||||||
| Net sales | $ | 4,118,246 | $ | — | $ | — | $ | 4,118,246 | ||||
| Cost of products sold | 2,508,170 | — | — | 2,508,170 | ||||||||
| Operating expense | 1,850,513 | — | 82,097 | 1,932,610 | ||||||||
| Loss from operations | (240,437 | ) | — | (82,097 | ) | (322,534 | ) | |||||
| Other income (expense) | (57,318 | ) | — | (3,425 | ) | (60,743 | ) | |||||
| Net income (loss) | $ | (297,755 | ) | $ | — | $ | (85,522 | ) | $ | (383,277 | ) | |
| Adjusted net income | $ | (73,560 | ) | $ | — | $ | (85,389 | ) | $ | 158,949 | ||
| For the Nine<br> Months Ended September 30, 2022 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gas-Powered<br> Boats | Franchise | Electric<br> Boat and Development | Total | |||||||||
| Net<br> sales | $ | 23,218,666 | $ | (1,032 | ) | $ | — | $ | 23,217,634 | |||
| Cost<br> of products sold | 13,910,332 | 1,027 | 90,635 | 14,001,994 | ||||||||
| Operating<br> expense | 9,520,918 | 34,507 | 2,037,307 | 11,592,732 | ||||||||
| Loss<br> from operations | (212,584 | ) | (36,566 | ) | (2,127,942 | ) | (2,377,092 | ) | ||||
| Other<br> loss | (181,113 | ) | (30,059 | ) | (28,944 | ) | (240,116 | ) | ||||
| Net<br> loss | $ | (393,697 | ) | $ | (66,625 | ) | $ | (2,156,886 | ) | $ | (2,617,208 | ) |
| Adjusted<br> net income | $ | 1,031,675 | $ | (33,255 | ) | $ | (1,941,957 | ) | $ | (943,537 | ) | |
| For the Nine Months Ended September 30, 2021 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Gas-Powered Boats | Franchise | Electric Boat and Development | Total | |||||||||
| Net sales | $ | 10,623,460 | $ | — | $ | — | $ | 10,623,460 | ||||
| Cost of products sold | 6,209,334 | — | — | 6,209,334 | ||||||||
| Operating expense | 4,581,634 | — | 117,197 | 4,698,831 | ||||||||
| Income (loss) from operations | (167,508 | ) | — | (117,197 | ) | (284,705 | ) | |||||
| Other income (expense) | 153,101 | — | (68,873 | ) | 84,228 | |||||||
| Net income (loss) | $ | (14,407 | ) | $ | — | $ | (186,070 | ) | $ | (200,477 | ) | |
| Adjusted net income | $ | 537,102 | $ | — | $ | 4,315 | $ | 541,417 |
CONTACT:
Glenn Sonoda
investor@twinvee.com
Non-GAAP Financial Measures
We have presented a supplemental non-GAAP financial measure in this earnings release. We believe that this supplemental information is useful to investors because it allows for an evaluation of the company with a focus on the performance of its core operations, including more meaningful comparisons of financial results to historical periods. Adjusted net (loss) income is a non-GAAP financial measure which excludes certain non-cash expenses. Adjusted net (loss) income is net loss excluding (i) stock based compensation(ii) loss on disposal of assets(iii) depreciation (iv)change of right of use asset and lease and (v)net change in marketable securities. Our executive management team uses these same non-GAAP measures internally to assess the ongoing performance of the Company.
The non-GAAP information should be read in conjunction with the Company’s consolidated financial statements and related notes. The non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.
Below is a reconciliation of Adjusted net (loss) income to GAAP net(loss) income for the three and nine months ended September 30, 2022 and 2021:
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, | ||||||
| 2022 | 2021 | |||||
| Net sales | $ | 8,812,021 | $ | 4,118,246 | ||
| Cost of products sold | $ | 5,477,947 | $ | 2,508,170 | ||
| Gross profit | $ | 3,334,074 | $ | 1,610,076 | ||
| Operating expenses | $ | 4,191,034 | $ | 1,932,610 | ||
| Operating loss | $ | (856,960 | ) | $ | (322,534 | ) |
| Net loss | $ | (887,109 | ) | $ | (383,277 | ) |
| Net loss per common share: Basic and Diluted | $ | (0.13 | ) | $ | (0.06 | ) |
| Weighted average number of common shares outstanding: Basic and diluted | 7,013,478 | 6,282,700 |
| Adjusted net income<br><br>Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||
| 2022 | 2021 | |||||
| $ | (887,109 | ) | $ | (383,277 | ) | |
| Net (loss) income | ||||||
| Stock based compensation | 287,607 | |||||
| Loss on disposal of assets | — | 0 | ||||
| Depreciation | 172,602 | 31,091 | ||||
| Change of right-of-use asset and lease liabilities | 96,624 | 96,090 | ||||
| Net change in marketable securities | 37,993 | 10,576 | ||||
| Adjusted net income | $ | (292,283 | ) | $ | (245,520 | ) |
| Nine months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, | ||||||
| 2022 | 2021 | |||||
| Net sales | $ | 23,217,634 | $ | 10,623,460 | ||
| Cost of products sold | $ | 14,001,994 | $ | 6,209,334 | ||
| Gross profit | $ | 9,215,640 | $ | 4,414,126 | ||
| Operating expenses | $ | 11,592,732 | $ | 4,698,831 | ||
| Income from operations | $ | (2,377,092 | ) | $ | (284,705 | ) |
| Other expense | $ | 240,116 | $ | (84,228 | ) | |
| Net income | $ | (2,617,208 | ) | $ | (200,477 | ) |
| Basic and dilutive income per share of common stock | $ | (0.37 | ) | $ | (0.04 | ) |
| Weighted average number of shares of common stock outstanding | 7,004,542 | 4,769,200 |
| Adjusted net income | ||||||
|---|---|---|---|---|---|---|
| Nine Months Ended | ||||||
| September 30, | September 30, | |||||
| 2022 | 2021 | |||||
| Net (loss) income | $ | (2,617,208 | ) | $ | (200,477 | ) |
| Stock based compensation | 814,330 | 86,571 | ||||
| Loss on disposal of assets | 49,990 | 224,037 | ||||
| Depreciation | 372,511 | 132,089 | ||||
| Change of right-of-use asset and lease liabilities | 286,271 | 288,621 | ||||
| Net change in marketable securities | 150,569 | 10,576 | ||||
| Adjusted net (loss) income | $ | (943,537 | ) | $ | 541,417 |