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 19, 2013

 
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 19, 2013, Active Power, Inc. issued a press release reporting its preliminary results of operations for its fiscal quarter and fiscal year ended December 31, 2012. 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 Section 18 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 19, 2013.	

 

 

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 19, 2013	By:	 /s/ Steven R. Fife	 	
 	 	Steven R. Fife
Chief Financial Officer	

 

 

EXHIBIT INDEX

Exhibit No.	Description	
99.1	Press Release of Active Power, Inc. dated February 19, 2013.	

Exhibit 99.1

 
Active Power Reports Fourth Quarter and Year End 2012 Results

UPS Sales Up 34% in 2012, Driving Record Gross Margin

AUSTIN, Texas (Feb. 19, 2013) – Active Power (NASDAQ: ACPW), manufacturer of uninterruptible power supply (UPS) systems and modular infrastructure solutions, reported results for the fourth quarter and full year ended Dec. 31, 2012.

Q4 2012 and Full Year Financial Highlights
 	·	2012 revenue reached $76.3 million.	

 	·	Gross margin in 2012 expanded to a record 32.4% versus 23.7% in 2011. Gross margin in fourth quarter of 2012 increased to 39.5% versus 20.2% in the fourth quarter of 2011.	

 	·	UPS sales were up 21% in the fourth quarter of 2012 as compared to the fourth quarter of 2011 and up 34% for the year.	

 	·	2012 service revenue increased 11% versus 2011.	

 	·	Reduced full year net loss from $7.1 million or $(0.44) per share to $1.9 million or $(0.10) per share, a 73% improvement.	

 	·	Adjusted EBITDA in 2012 was $1.3 million versus an adjusted EBITDA loss of $3.8 million in 2011. Refer to definition and an important discussion below about the presentation of adjusted EBITDA, a non-GAAP term.	
 
Operational Highlights
 	·	Launched Active Power’s next generation CleanSource® High Density (CSHD) UPS product platform and received first order for four CSHD 625 kVA systems for one of the largest auto manufacturers in China.	

 	·	Formed strategic partnership with IO that enables Active Power to integrate best-in-class IO.OS platform into PowerHouse™ and CleanSource UPS product portfolio.	

 	·	Appointed Dr. Ake Almgren as chairman of the company’s board of directors.	

 

 
 
Management Commentary
“While overall sales climbed slightly from 2011, we derived nearly 38% more gross profit dollars,” said Doug Milner, president and CEO, Active Power. “Our field sales teams delivered 34% growth in our core UPS business, while we achieved double-digit growth in our service business and executed on key productivity initiatives. Given these successes, we believe we have set the stage for a strong 2013.”
 
“Our focus in 2013 will be to accelerate growth in our core UPS and PowerHouse product lines as we begin shipping our new CSHD 625 kVA and 750 kVA products and start to convert our growing sales pipeline into revenue. We believe the unmatched benefits of our products’ power density, reliability, and total cost of ownership supported by a stronger operating platform affords us a strong competitive position in the critical power infrastructure space.”

Q4 and Full Year 2012 Financial Results
Revenue in the fourth quarter of 2012 was $15.2 million compared to $18.3 million in the fourth quarter of 2011. The decrease in revenue is primarily attributed to the inability of the company to recognize revenue from a single multimillion dollar order due to changes in the deployment schedule for our products on a particular project. However, it is anticipated the revenue for this project will be recognized in the first quarter of 2013. For the full year, total revenue was $76.3 million compared to $75.5 million in 2011.

Gross profit margin in the fourth quarter of 2012 was 39.5%, an increase from 20.2% in the fourth quarter of 2011. For the full year, gross profit margin improved to a record 32.4% from 23.7% in 2011.

Net loss in the fourth quarter was $0.4 million or $(0.02) per share, an improvement from a loss of $3.3 million or $(0.21) per share in the fourth quarter of 2011. For the full year, net loss decreased 73% to $1.9 million or $(0.10) per share compared to a loss of $7.1 million or $(0.44) per share in 2011.

Comparative period per share calculations were adjusted for the 5-for-1 reverse stock split that became effective at 5:00 p.m. (ET) on Dec. 21, 2012.

Beginning in the fourth quarter of 2012, the company began to report adjusted EBITDA, which totaled $0.5 million, an improvement from an adjusted EBITDA loss of $2.4 million in the fourth quarter of 2011. For the full year, adjusted EBITDA was $1.3 million as compared to an adjusted EBITDA loss of $3.8 million in 2011.

Cash and cash equivalents at Dec. 31, 2012, totaled $13.2 million compared to $10.4 million at Dec. 31, 2011.

 

 
 
Outlook
Active Power expects first quarter 2013 revenue to range between $18 million and $21 million. First quarter earnings per share are expected to be between breakeven and $0.03 per share. This outlook is subject to a number of factors, including those outside of the company’s control, such as customer deployment schedules which may result in actual revenues and earnings to vary outside these ranges.
 
Changes in cash and investments in the first quarter 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. 19, 2013, at 4:30 p.m. (ET) to discuss its fourth quarter and year end 2012 results. Interested parties can dial into the call at the time of the event at (866) 963-1214. For callers outside the United States, please dial (904) 520-5765.

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

About Active Power
Founded in 1992, Active Power (NASDAQ:ACPW) designs and manufactures uninterruptible power supply (UPS) systems and modular infrastructure solutions that enable data centers and other mission critical operations to remain ‘on’ 24 hours a day, seven days a week. The combined benefits of its products’ power density, reliability, and total cost of ownership are unmatched in the market and enable the world’s leading companies to achieve their most forward thinking data center designs. 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 50 countries. For more information, visit  www.activepower.com .

Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements that involve risks and uncertainties, including statements relating to the stage being set for a strong 2013; our focus in 2013; that our product benefits and operating platform will significantly improve our competitive position in 2013; our revenue and earnings per share guidance for the first quarter 2013; and our expected changes in cash and investments. 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, our dependence on our relationships with Hewlett Packard and Caterpillar and on distributors; our increased emphasis on larger and more complex system solutions; the success of our product development efforts and our ability to manufacture and deliver products in a timely manner; the level of acceptance of our current and future products in the market; 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, 2011, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K filed since then. 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.

Media Contact:
Lee Higgins
Senior Public Relations Manager
512-744-9488
lhiggins@activepower.com

Investor Contact:
Ron Both
Liolios Group, Inc.
949-574-3860
acpw@liolios.com

 

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

 	 	Three
Months Ended
Dec. 31,	 	 	Year Ended
Dec. 31,	 	
 	 	2012	 	 	2011	 	 	2012	 	 	2011	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Product revenue	 	$	11,497	 	 	$	14,760	 	 	$	62,031	 	 	$	62,650	 	
Service and other revenue	 	 	3,750	 	 	 	3,570	 	 	 	14,284	 	 	 	12,832	 	
Total revenue	 	 	15,247	 	 	 	18,330	 	 	 	76,315	 	 	 	75,482	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of product revenue	 	 	6,902	 	 	 	12,039	 	 	 	42,510	 	 	 	47,664	 	
Cost of service and other revenue	 	 	2,325	 	 	 	2,580	 	 	 	9,091	 	 	 	9,917	 	
Total cost of goods sold	 	 	9,227	 	 	 	14,619	 	 	 	51,601	 	 	 	57,581	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	6,020	 	 	 	3,711	 	 	 	24,714	 	 	 	17,901	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Research and development	 	 	1,395	 	 	 	1,460	 	 	 	5,440	 	 	 	4,739	 	
Selling and marketing	 	 	3,248	 	 	 	3,415	 	 	 	14,139	 	 	 	13,812	 	
General & administrative	 	 	1,686	 	 	 	2,147	 	 	 	6,861	 	 	 	6,230	 	
Total operating expenses	 	 	6,329	 	 	 	7,022	 	 	 	26,440	 	 	 	24,781	 	
Operating Income/(loss)	 	 	(309	)	 	 	(3,311	)	 	 	(1,726	)	 	 	(6,880	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net	 	 	(81	)	 	 	(76	)	 	 	(327	)	 	 	(225	)	
Other income (expense), net	 	 	(28	)	 	 	45	 	 	131	 	 	11	 	
Net Loss	 	$	(418	)	 	$	(3,342	)	 	$	(1,922	)	 	$	(7,094	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic & diluted Net Loss per share	 	$	(0.02	)	 	$	(0.21	)	 	$	(0.10	)	 	$	(0.44	)	
Weighted Average Shares Outstanding basic & diluted	 	 	19,134	 	 	 	16,065	 	 	 	18,584	 	 	 	16,017	 	

 

 
ACTIVE POWER, INC.
CONDENSED BALANCE SHEETS
(In thousands)

 	 	December 31	 	 	December 31	 	
 	 	2012	 	 	2011	 	
Assets	 	(unaudited)	 	 	 	 	
 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	
Cash and cash equivalents	 	$	13,180	 	 	$	10,357	 	
Restricted cash	 	 	-	 	 	 	389	 	
Accounts receivable, net	 	 	18,206	 	 	 	11,163	 	
Inventories	 	 	11,079	 	 	 	9,439	 	
Prepaid expenses and other	 	 	567	 	 	 	414	 	
Total current assets	 	 	43,032	 	 	 	31,762	 	
Property and equipment, net	 	 	2,458	 	 	 	2,861	 	
Deposits and other	 	 	309	 	 	 	404	 	
Total assets	 	$	45,799	 	 	$	35,027	 	
 	 	 	 	 	 	 	 	 	
Liabilities and stockholders' equity	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	4,036	 	 	$	4,757	 	
Accrued expenses	 	 	4,948	 	 	 	5,351	 	
Deferred revenue	 	 	4,568	 	 	 	2,366	 	
Revolving line of credit	 	 	5,535	 	 	 	5,535	 	
Total current liabilities	 	 	19,087	 	 	 	18,009	 	
 	 	 	 	 	 	 	 	 	
Long-term liabilities	 	 	713	 	 	 	726	 	
Stockholders' equity:	 	 	 	 	 	 	 	 	
Common stock- $.01 par value; 30,000 shares authorized; 19,171 and 16,116 shares issued and 19,125 and 16,088 shares outstanding	 	 	19	 	 	 	16	 	
Treasury stock	 	 	(144	)	 	 	(115	)	
Additional paid-in capital	 	 	288,619	 	 	 	277,087	 	
Accumulated deficit	 	 	(262,817	)	 	 	(260,895	)	
Other accumulated comprehensive income	 	 	322	 	 	 	199	 	
Total stockholders’ equity	 	 	25,999	 	 	 	16,292	 	
Total liabilities and stockholders’ equity	 	$	45,799	 	 	$	35,027	 	

 

 
 
ACTIVE POWER, INC.
SUPPLEMENTAL INFORMATION

Revenue by Product	 	3 Months Ended
December 31,	 	 	Year Ended
December 31,	 	
 	 	2012	 	 	%
of total	 	 	2011	 	 	%
of total	 	 	2012	 	 	%
of total	 	 	2011	 	 	%
of total	 	
UPS	 	$	6,811	 	 	 	44	%	 	$	5,630	 	 	 	31	%	 	$	35,366	 	 	 	46	%	 	$	26,388	 	 	 	35	%	
MIS	 	$	4,686	 	 	 	31	%	 	$	9,132	 	 	 	50	%	 	$	26,665	 	 	 	35	%	 	$	36,259	 	 	 	48	%	
Total Product Revenue	 	$	11,497	 	 	 	75	%	 	$	14,762	 	 	 	81	%	 	$	62,031	 	 	 	81	%	 	$	62,647	 	 	 	83	%	
Service	 	$	3,750	 	 	 	25	%	 	$	3,568	 	 	 	19	%	 	$	14,284	 	 	 	19	%	 	$	12,835	 	 	 	17	%	
Total Revenue	 	$	15,247	 	 	 	100	%	 	$	18,330	 	 	 	100	%	 	$	76,315	 	 	 	100	%	 	$	75,482	 	 	 	100	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue by Geography	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Americas	 	$	11,632	 	 	 	76	%	 	$	11,918	 	 	 	65	%	 	$	48,190	 	 	 	63	%	 	$	48,653	 	 	 	65	%	
Asia	 	$	1,277	 	 	 	8	%	 	$	2,215	 	 	 	12	%	 	$	6,208	 	 	 	8	%	 	$	7,769	 	 	 	10	%	
Europe	 	$	2,338	 	 	 	16	%	 	$	4,197	 	 	 	23	%	 	$	21,917	 	 	 	29	%	 	$	19,060	 	 	 	25	%	
Total Revenue	 	$	15,247	 	 	 	100	%	 	$	18,330	 	 	 	100	%	 	$	76,315	 	 	 	100	%	 	$	75,482	 	 	 	100	%	

Adjusted EBITDA
(Thousands)

 	 	Three
Months Ended
December 31,	 	 	Year Ended
December 31,	 	
 	 	2012	 	 	2011	 	 	2012	 	 	2011	 	
Net Loss	 	$	(418	)	 	$	(3,342	)	 	$	(1,922	)	 	$	(7,094	)	
Interest Expense	 	 	81	 	 	 	76	 	 	 	327	 	 	 	225	 	
Depreciation Expense	 	 	327	 	 	 	290	 	 	 	1,282	 	 	 	1,383	 	
Stock Based Compensation	 	 	279	 	 	 	557	 	 	 	1,410	 	 	 	1,706	 	
Impairment of Long-Lived Assets	 	 	218	 	 	 	8	 	 	 	218	 	 	 	8	 	
Adjusted EBITDA	 	$	487	 	 	$	(2,411	)	 	$	1,315	 	 	$	(3,772	)	

About Presentation of Adjusted EBITDA
Beginning with the reporting of results for the fourth quarter of 2012, the company began to report the measures of adjusted EBITDA. Adjusted EBITDA is not a financial measure calculated and presented in accordance with U.S. generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income, operating income or any other financial measures so calculated and presented, nor as an alternative to cash flow from operating activities as a measure of liquidity. The company defines adjusted EBITDA as net loss before impairment of long-lived assets, depreciation, interest, and non-cash stock based compensation. Other companies (including competitors) may define adjusted EBITDA differently. The company presents adjusted EBITDA because management believes it is to be an important supplemental measure of performance that is commonly used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management also uses this information internally for forecasting and budgeting. It may not be indicative of the historical operating results of Active Power Inc. nor is it intended to be predictive of potential future results. Investors should not consider adjusted EBITDA in isolation or as a substitute for analysis of the company’s results as reported under GAAP.