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)
February 14, 2012

Active Power, Inc.
(Exact name of registrant as specified in its charter)

Delaware	000-30939	74-2961657	
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	

2128 W. Braker Lane, BK12
Austin, Texas 78758
(Address of principal executive offices, including zip code)

(512) 836-6464
(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:
 
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

 
 
Item 2.02.	Results of Operations and Financial Condition.	
 
On February 14, 2012, Active Power, Inc. issued a press release reporting its preliminary results of operations for its fiscal quarter and fiscal year ended December 31, 2011. A copy of the press release is furnished herewith as Exhibit 99.1.
 
The information furnished in this Current Report, including under this Item 2.02 and the exhibit attached hereto, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01.	Financial Statements and Exhibits.	
 
(d) Exhibits
 
 	99.1	Press Release of Active Power, Inc. dated February 14, 2012.	

 

 

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.

 	 	ACTIVE POWER, INC.	
 	 	 	
Date:  February 14, 2012	By:	/s/ John Penver	 	
 	 	John Penver	
 	 	Chief Financial Officer	

 

 
 
EXHIBIT INDEX
 
Exhibit No.	 Description	
99.1	Press Release of Active Power, Inc. dated February 14, 2012.	

Exhibit 99.1

 
Active Power Reports Fourth Quarter and 2011 Results

Annual Revenues Up 16% to Record $75.5 Million
 
AUSTIN, Texas (Feb. 14, 2012) – Active Power (NASDAQ: ACPW), manufacturer of continuous power and infrastructure solutions, reported results for its fourth quarter and fiscal year ended Dec. 31, 2011.

Q4 and Full Year 2011 Highlights
 
 	·	$18.3 million in quarterly revenue and a record $75.5 million in full year revenue	
 
 	·	Achieved annual sales growth from previous year across all regions – EMEA up 47%; Americas up 2%; and Asia up 76% for the year	
 
 	·	UPS systems revenue was $5.6 million for the quarter and $26.4 million for the year, a decrease of 20% compared to the prior year	
 
 	·	$40.5 million in continuous power and infrastructure solutions revenue, representing 54% of revenue for the year, compared to 38% of revenue in 2010	
 
 	·	$12.8 million in service revenues for 2011, an increase of  $3.5 million or 38% compared to the prior year	
 
 	·	62% increase in information technology (IT) channel revenues compared to the prior year	
 
 	·	Received the company’s single largest order to date for a $10 million flywheel UPS solution to be deployed in Switzerland	
 
 	·	Closed Japan operations and reduced scale of UK manufacturing operations during fourth quarter	
 
 	·	Appointed Noel Foley vice president of Engineering to build on company’s technology leadership position	
 
Management Commentary

“We closed out 2011 as expected with our UPS business performing under expectations for the year and lower than anticipated margins in our solutions business,” said Jan Lindelow, interim president and CEO of Active Power. “Our decline in profitability was primarily due to these factors and expense related to restructuring actions.”

 

 
 
“As we shared last quarter, we are taking definitive steps to grow our core UPS business and improve margins in our solutions business. We are seeing early positive returns from our focus on these areas, having received orders for more than 140 flywheels that we plan to process for delivery this year. In addition, we have significantly improved margins on our solutions business by implementing more structured processes and pricing changes. This progress, coupled with prudent expense actions, puts us in a strong position to improve operating results and track towards achieving annual profitability.”

Q4 and Full Year 2011 Financial Results

Fourth quarter 2011 revenues were $18.3 million, a decrease of $1 million or 5% versus the same year-ago quarter. For the year ended Dec. 31, 2011, total revenues were a record $75.5 million, a 16% increase compared to $65 million in 2010.

Net loss for the fourth quarter was $3.3 million or $(0.04) per share, which included one-time costs of $1.4 million or $(0.02) per share, associated with the departure of our chief executive officer and costs associated with closure of certain foreign operations. This compares to a net loss of $1.3 million in the third quarter of 2011 and compares to a net income of $145,000 or $0.00 per share in the same year-ago quarter. For the year ended Dec. 31, 2011, net loss was $7.1 million or $(0.09) per share, compared to a net loss of $3.9 million or $(0.05) per share in 2010.

Outlook

Active Power expects first quarter 2012 revenues to be between $17 million and $21 million, reflecting traditional seasonality when compared to the previous quarter. First quarter earnings per share is expected to be a loss of $(0.01) to $(0.03) per share. Changes in cash and investments are expected to be minimal and driven by changes in working capital requirements.

Conference Call and Webcast

Active Power will host a conference call today, Tuesday, Feb. 14, 2012, at
4:30 p.m. (ET) to discuss its fourth quarter and 2011 results. Interested parties can dial into the call at the time of the event at (877) 551-8082. For callers outside the United States and Canada, please dial (904) 520-5770.

To listen to the live Webcast, please click here. A replay of the Webcast will be available via Active Power’s investor relations site at  http://ir.activepower.com .

 

 
 
About Active Power
Founded in 1992, Active Power (NASDAQ: ACPW) designs and manufactures continuous power solutions and critical backup power systems that enable datacenters and other mission critical operations to remain ‘on’ 24 hours a day, seven days a week. Active Power solutions are intelligently efficient, inherently reliable and economically green, providing environmental benefits and energy and space efficiencies to customers’ financial benefit. The company’s products and solutions are built with pride in Austin, Texas, at a state-of-the-art, ISO 9001:2008 registered manufacturing and test facility. Global customers are served via Austin and three regional operations centers located in the United Kingdom, Germany, and China, supporting the deployment of systems in more than 40 countries. For more information, visit  www.activepower.com .

Cautionary Note Regarding Forward-Looking Statements
This release may contain forward-looking statements that involve risks and uncertainties, including statements relating to Active Power’s current expectations of operating results for the first quarter of 2011, its future operating results and customers’ current intentions. Any forward-looking statements and all other statements that may be made in this news release that are not historical facts are subject to a number of risks and uncertainties, and actual results may differ materially. Factors that could cause the actual results to differ materially from the results predicted include, among others, the deferral or cancellation of sales commitments as a result of general economic conditions or uncertainty, risks related to our international operations, and product performance and quality issues. For more information on the risk factors that could cause actual results to differ from these forward looking statements, please refer to Active Power filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2010, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K filed since such year ended. Active Power assumes no obligation to update any forward-looking statements or information which are in effect as of their respective dates.

Active Power, CleanSource and CoolAir are registered trademarks of Active Power, Inc. The Active Power logo, PowerHouse and PowerCentre are trademarks of Active Power, Inc. All other trademarks are the properties of their respective companies.

Investor Contact:	Media Contact:	
Ron Both	Lee Higgins	
Liolios Group, Inc.	Senior Public Relations Manager	
949-574-3860	512-744-9488	
acpw@liolios.com	lhiggins@activepower.com	

 

 

ACTIVE POWER, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Thousands, except per share amounts)
(unaudited)

 	 	Three	 	 	 	 	 	 	 	
 	 	Months Ended	 	 	Year Ended	 	
 	 	Dec. 31,	 	 	Dec. 31,	 	
 	 	2011	 	 	2010	 	 	2011	 	 	2010	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	
Product revenue	 	$	14,760	 	 	$	16,291	 	 	$	62,650	 	 	$	55,647	 	
Service and other revenue	 	 	3,570	 	 	 	3,044	 	 	 	12,832	 	 	 	9,308	 	
Total revenue	 	 	18,330	 	 	 	19,335	 	 	 	75,482	 	 	 	64,955	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of goods sold:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of product revenue	 	 	12,039	 	 	 	11,722	 	 	 	47,664	 	 	 	40,045	 	
Cost of service and other revenue	 	 	2,580	 	 	 	2,284	 	 	 	9,917	 	 	 	6,890	 	
Total cost of goods sold	 	 	14,619	 	 	 	14,006	 	 	 	57,581	 	 	 	46,935	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	3,711	 	 	 	5,329	 	 	 	17,901	 	 	 	18,020	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Research and development	 	 	1,460	 	 	 	895	 	 	 	4,739	 	 	 	3,412	 	
Selling and marketing	 	 	3,415	 	 	 	2,770	 	 	 	13,812	 	 	 	13,093	 	
General & administrative	 	 	2,147	 	 	 	1,494	 	 	 	6,230	 	 	 	5,319	 	
Total operating expenses	 	 	7,022	 	 	 	5,159	 	 	 	24,781	 	 	 	21,824	 	
Operating profit ( loss)	 	 	(3,311	)	 	 	170	 	 	 	(6,880	)	 	 	(3,804	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net	 	 	(76	)	 	 	(40	)	 	 	(225	)	 	 	(122	)	
Other income (expense), net	 	 	45	 	 	 	15	 	 	 	11	 	 	 	(40	)	
Income (loss) before income taxes	 	 	(3,342	)	 	 	145	 	 	 	(7,094	)	 	 	(3,966	)	
Income tax benefit	 	 	-	 	 	 	-	 	 	 	-	 	 	 	41	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(3,342	)	 	$	145	 	 	$	(7,094	)	 	$	(3,925	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic net income (loss) per share	 	$	(0.04	)	 	$	0.00	 	 	$	(0.09	)	 	$	(0.05	)	
Diluted net income (loss) per share	 	$	(0.04	)	 	$	0.00	 	 	$	(0.09	)	 	$	(0.05	)	
Shares used in computing basic net income (loss) per share	 	 	80,324	 	 	 	79,741	 	 	 	80,085	 	 	 	77,677	 	
Shares used in computing diluted net income (loss) per share	 	 	80,324	 	 	 	82,501	 	 	 	80,085	 	 	 	77,677	 	
Comprehensive income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(3,342	)	 	$	145	 	 	$	(7,094	)	 	$	(3,925	)	
Translation gain (loss) on subsidiaries in foreign currencies	 	 	(56	)	 	 	28	 	 	 	360	 	 	 	18	 	
Comprehensive income (loss)	 	$	(3,398	)	 	$	173	 	 	$	(6,734	)	 	$	(3,907	)	

 

 
 
ACTIVE POWER, INC.
CONDENSED BALANCE SHEETS
(In thousands)
 
 	 	December 31	 	
 	 	2011	 	 	2010	 	
Assets	 	(unaudited)	 	 	 	 	
 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	
Cash and cash equivalents	 	$	10,357	 	 	$	15,416	 	
Short-term investments	 	 	-	 	 	 	134	 	
Restricted cash	 	 	389	 	 	 	-	 	
Accounts receivable, net	 	 	11,163	 	 	 	14,708	 	
Inventories	 	 	9,439	 	 	 	6,430	 	
Prepaid expenses and other	 	 	 414	 	 	 	 511	 	
Total current assets	 	 	31,762	 	 	 	37,199	 	
Property and equipment, net	 	 	2,861	 	 	 	2,005	 	
Deposits and other	 	 	404	 	 	 	314	 	
Total assets	 	$	35,027	 	 	$	39,518	 	
 	 	 	 	 	 	 	 	 	
Liabilities and stockholders' equity	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	4,757	 	 	$	6,022	 	
Accrued expenses	 	 	5,351	 	 	 	7,068	 	
Deferred revenue	 	 	2,366	 	 	 	2,492	 	
Revolving line of credit	 	 	5,535	 	 	 	2,535	 	
Total current liabilities	 	 	18,009	 	 	 	18,117	 	
 	 	 	 	 	 	 	 	 	
Long-term liabilities	 	 	726	 	 	 	579	 	
Stockholders' equity:	 	 	 	 	 	 	 	 	
Common stock	 	 	80	 	 	 	80	 	
Treasury stock	 	 	(115	)	 	 	(103	)	
Additional paid-in capital	 	 	277,023	 	 	 	274,807	 	
Accumulated deficit	 	 	(260,895	)	 	 	(253,801	)	
Other accumulated comprehensive loss	 	 	199	 	 	 	(161	)	
Total stockholders’ equity	 	 	16,292	 	 	 	20,822	 	
Total liabilities and stockholders’ equity	 	$	35,027	 	 	$	39,518	 	

 

 
 
ACTIVE POWER, INC.
SUPPLEMENTAL FINANCIAL DATA
 
 	 	Three Months Ended
Dec. 31,	 	 	Year Ended
Dec. 31,	 	
$’000	 	2011	 	 	2010	 	 	2011	 	 	2010	 	
Product Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
UPS products	 	$	5,630	 	 	$	9,795	 	 	$	26,394	 	 	$	33,005	 	
Continuous Power Solutions	 	 	2,117	 	 	 	5,297	 	 	 	22,222	 	 	 	11,595	 	
Infrastructure Solutions	 	 	7,013	 	 	 	1,199	 	 	 	14,034	 	 	 	11,047	 	
 	 	$	14,760	 	 	$	16,291	 	 	$	62,650	 	 	$	55,647	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
MW of critical Power delivered	 	16.6MW	 	 	28.6MW	 	 	93.5MW	 	 	100.4MW	 	
Revenue per MW of Critical Power ($’000)	 	$	414	 	 	$	568	 	 	$	538	 	 	$	478	 	
 
Selected Balance Sheet Data: ($’000)	 	Dec. 31,
2011	 	 	Sept. 30,
2011	 	 	June 30,
2011	 	 	Dec. 31,
2010	 	
Inventory:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Raw materials	 	$	6,493	 	 	$	6,859	 	 	$	6,655	 	 	$	5,243	 	
Work in progress	 	 	3,085	 	 	 	3,452	 	 	 	5,461	 	 	 	2,382	 	
Finished goods	 	 	1,680	 	 	 	2,246	 	 	 	1,750	 	 	 	1,148	 	
Less reserves for obsolescence	 	 	(1,819	)	 	 	(1,826	)	 	 	(1,815	)	 	 	(2,343	)	
 	 	$	9,439	 	 	$	10,731	 	 	$	12,051	 	 	$	6,430	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Americas	 	$	7,058	 	 	$	11,511	 	 	$	10,132	 	 	$	10,681	 	
EMEA	 	 	2,597	 	 	 	1,947	 	 	 	4,866	 	 	 	4,020	 	
Asia	 	 	1,508	 	 	 	3,267	 	 	 	2,807	 	 	 	7	 	
 	 	$	11,163	 	 	$	16,725	 	 	$	17,805	 	 	$	14,708