0001009759false00010097592025-02-142025-02-14

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, 2025

CAPSTONE GREEN ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

001-15957

 

20-1514270

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

      

16640 Stagg Street,

 

 

 

 

Van Nuys, California

 

 

91406

(Address of principal executive offices)

 

 

(Zip Code)

(818734-5300

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

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 exchange on which registered

Common Stock, par value $0.001 per share

CGEH

OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 February 14, 2025, Capstone Green Energy Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of fiscal year 2025 ending December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 2.02 in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “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 in 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 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number

    

Description

99.1

Press Release of Capstone Green Energy Holdings, Inc., dated February 14, 2025 (furnished herewith).

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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.

CAPSTONE GREEN ENERGY HOLDINGS, INC.

Date: February 14, 2025

By:

/s/ John J. Juric

Name: John J. Juric

Title: Chief Financial Officer

Exhibit 99.1

Capstone Green Energy Files Third Quarter Fiscal 2025 Financial Results

Third Quarter Performance Demonstrates Our Performance Commitment

The Company’s Common Stock is Trading Over the Counter

Earnings Results Conference Call Webcast to be Held on February 19, 2025

LOS ANGELES, CA / BUSINESS WIRE / February 14, 2025 / Capstone Green Energy Holdings, Inc. (the "Company” or “Capstone”) (PINK: CGEH), the public successor to Capstone Green Energy Corporation, announced its financial results for the quarter ended December 31, 2024 (the third quarter of fiscal year 2025). The Company continues to focus on driving its Three Pillar strategy: (1) financial health, (2) sustainable excellence, and (3) re-imagining culture and talent. These Three Pillars are intended to create results that drive strong sustainable financial performance.

Revenue for the third quarter and year-to-date of fiscal year 2025 was $20.1 million and $58.5 million, respectively. Compared to the third quarter and year-to-date revenues in the fiscal year 2024, of $14.6 million and $66.9 million, respectively. The third quarter revenue improved year-over-year on increased demand for products and services. Year-to-date revenue was $8.4 million less due to the effects of the restructuring activities completed in fiscal 2024 which reduced demand in the first half of fiscal year 2025.

Third Quarter Fiscal 2025 Highlights:

Gross profit for the third quarter ended December 31, 2024, of fiscal 2025 was $5.0 million, which was $2.0 million higher than same period last year. Further, gross margin was 25%, which was a 4% improvement over same period prior year. The $2.0 million gross profit increase was driven by higher volumes and improving productivity from operations. Gross margin improvement was mainly due to the effects of the product price increases applied in the second quarter of fiscal 2025 as well as improved financial and business disciplined activities in rentals, service agreements, and parts business categories.

The Company delivered a net loss of $2.7 million for the third quarter of fiscal 2025 compared to net income of $24.2 million in the prior year. The third quarter of fiscal 2024 included a gain on reorganization items of $32.6 million. Excluding the effect of the extraordinary gain and reorganized expenses in the third quarter of fiscal 2024, the net loss improved year-over-year by $8.4 million for the third quarter of fiscal 2025.

Adjusted EBITDA for the third quarter of fiscal 2025 improved to $0.5 million from negative $0.2 million in the third quarter of last year, primarily due to improved gross margin and lower operating expenses.
Total cash as of December 31, 2024, was $3.3 million, an increase of $1.2 million from March 31, 2024.

Third Quarter Year-to-Date Fiscal 2025 Highlights:

Gross Profit for the third quarter of fiscal 2025 year-to-date was $15.8 million with a margin of 27% compared to gross profit of $11.7 million and a margin of 18% in prior year. The increase of $4.1 million over fiscal 2024 year-to-date was driven by a shift in sales mix. Product sales as a percent of total revenue declined to 43% in fiscal 2025 from 50% in fiscal 2024. As stated earlier, this was mainly due to the effects on demand of the restructuring activities completed in fiscal 2024 in the first half of fiscal 2025.

Net loss was $7.1 million for fiscal 2025 year-to-date, compared to a net income of $12.7 million for the same period of fiscal year 2024, which included reorganization income of $33.0 million. Excluding the extraordinary gain and reorganization expenses, the net loss improved by $13.2 million, driven by improved gross profit, lower total operating expenses, and lower interest costs.

Adjusted EBITDA for fiscal 2025 year-to-date improved significantly to $5.1 million from $0.3 million in the third quarter of fiscal 2024 YTD.

Net cash provided by operating activities was $2.2 million for the first nine months of fiscal year 2025, a $24.3 million improvement from the same nine months of fiscal 2024, which recorded cash used in operating activities of $22.1 million. This positive change was mainly a result of the reduced net loss and improved working capital.

The Company continues to remain compliant with its financial covenants.

“We are pleased with the Company's third-quarter results for fiscal 2025, which reflect the improvements in product sales and services. Increased revenue and the continued execution of our corporate initiatives focused on financial and commercial discipline has improved gross profit and gross profit margin,” said John Juric, Chief Financial Officer of Capstone. “Additionally, we are pleased that Capstone stock began trading on the OTC Pink market on January 6, 2025.”

"The results from Q3 fiscal 2025 demonstrate the steady improvements we are making in the business in terms of financial health, sustainable excellence, building culture and talent that is focused on accountability," said Vince Canino, President & Chief Executive Officer of Capstone.

Earnings Conference Call Webcast

The Company will hold its Third Quarter Fiscal Year 2025 financial results conference call and webcast on Wednesday, February 19, 2025, at 1:45 pm Pacific Time.

Participant (Listen Only) Dial-In Numbers:

Domestic Callers: (888) 506-0062

International Callers: (973) 528-0011

Participant Access Code: 922263

Access By Webcast

The call will be simultaneously webcast over the Internet via the “Investor Relations” section of Capstone’s website or by using this direct link: https://www.webcaster4.com/Webcast/Page/2106/51937


At the end of the webcast, management will answer questions that have been submitted by the audience. A webcast replay of the call will be archived on the Company’s website.

About Capstone Green Energy

For almost four decades, Capstone Green Energy has been at the forefront of clean technology using microturbines, revolutionizing how businesses manage their energy supply on a sustainable basis. In partnership with our worldwide team of dedicated distributors, we have shipped over 10,000 units to 83 countries, lowering our clients’ carbon footprint with highly efficient on-site energy systems and microgrid solutions. 

Today, our commitment to a cleaner future is unwavering. We offer customers a range of microturbine products ranging from 65 kilowatts to multiple megawatts for the commercial, industrial, and utility-scale spaces uniquely tailored to their specific needs. Capstone's solutions portfolio not only showcases our core clean technology microturbines but also includes flexible Energy-as-a-Service (EaaS) offerings, including build, own, and operate models, as well as rental services.

Capstone’s fast, turnkey power rental solutions are intended to address customers with limited capital or short-term needs; for more information, contact rentals@CGRNenergy.com

In our pursuit of cutting-edge solutions, we've forged strategic partnerships to extend our impact. Through these collaborations, we proudly offer solutions that utilize renewable gas products and heat recovery solutions. These solutions greatly enhance the sustainability and efficiency of our client's operations while contributing to a cleaner and more responsible sustainable energy landscape.

For more information about the Company, please visit www.CapstoneGreenEnergy.com. Follow Capstone Green Energy on Twitter, LinkedIn, Instagram, Facebook, and YouTube.

Cautionary Notes

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The Company has tried to identify these forward-looking statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “intend,” “may,” “will,” “plan,” “goal” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the Company’s liquidity position and ability to access capital; the Company’s ability to continue as a going concern; the Company’s ability to successfully remediate the material weaknesses in internal control over financial reporting; the Company’s ability to realize the anticipated benefits of its financial restructuring; the Company’s ability to comply with the restrictions imposed by covenants contained in the exit financing and the new subsidiary limited liability company agreement; employee attrition and the Company’s ability to retain senior management and other key personnel following the restructuring; the Company's ability to develop new products and enhance existing products; product quality issues, including the adequacy of reserves therefor and warranty cost exposure; intense competition; financial performance of the oil and natural gas industry and other general business, industry and economic conditions; including the impacts of any changes in tariff policies; the impact of litigation and regulatory proceedings; inquiries from the SEC; the potential material adverse effect on the price of the Company’s common stock and stockholder lawsuits. For a detailed discussion of factors that could affect the Company’s future operating results, please see the Company’s filings


with the Securities and Exchange Commission, including the risk factors contained in our most recent Annual Report on Form 10-K. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.

Financial Tables to Follow


CAPSTONE GREEN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(Unaudited)

    

December 31,

    

March 31,

2024

2024

Assets

Current Assets:

Cash

$

3,314

$

2,085

Accounts receivable, net as of allowances of $535 at December 31, 2024 and $3,287 as of March 31, 2024

 

11,426

 

6,552

Inventories

 

19,413

 

20,642

Prepaid expenses and other current assets

 

3,805

 

5,449

Total current assets

 

37,958

 

34,728

Property, plant, equipment and rental assets, net

 

21,054

 

25,854

Finance lease right-of-use assets

3,938

4,391

Operating lease right-of-use assets

9,321

12,279

Non-current portion of inventories

 

3,295

 

3,917

Other assets

 

2,795

 

3,037

Total assets

$

78,361

$

84,206

Liabilities, Temporary Equity and Stockholders’ Deficiency

Current Liabilities:

Accounts payable and accrued expenses

$

17,603

$

18,212

Accrued salaries and wages

 

1,053

 

1,220

Accrued warranty reserve

 

1,080

 

1,437

Deferred revenue, current

 

15,332

 

11,183

Finance lease liability, current

595

964

Operating lease liability, current

3,775

4,041

Factory protection plan liability

6,298

7,259

Exit new money notes, net of discount, current

7,845

28,911

Total current liabilities

 

53,581

 

73,227

Deferred revenue, non-current

609

675

Finance lease liability, non-current

1,933

2,300

Operating lease liability, non-current

5,806

8,527

Exit new money notes, net of discount, non-current

 

23,851

 

Other non-current liabilities

 

264

 

264

Total liabilities

86,044

84,993

Commitments and contingencies

Temporary equity:

Redeemable noncontrolling interests

13,859

13,859

Stockholders’ deficiency:

Preferred stock, $.001 par value; 1,000,000 shares authorized, and none issued

Common stock, $.001 par value; 59,400,000 shares authorized, 18,540,789 shares issued and outstanding at December 31, 2024 and March 31, 2024

 

18

 

18

Non-voting common stock, $.001 par value; 600,000 shares authorized, 508,475 shares issued and outstanding at December 31, 2024 and March 31, 2024

 

1

 

1

Additional paid-in capital

 

955,313

 

955,145

Accumulated deficit

 

(976,874)

 

(969,810)

Total stockholders’ deficiency

 

(21,542)

 

(14,646)

Total liabilities, temporary equity and stockholders' deficiency

$

78,361

$

84,206


CAPSTONE GREEN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Three Months Ended December 31,

Nine Months Ended December 31,

    

2024

    

2023

 

2024

    

2023

Revenue, net:

Product and accessories

$

8,272

$

5,165

$

24,903

$

33,464

Parts, services and rentals

11,876

9,435

33,610

33,407

Total revenue, net

20,148

14,600

58,513

66,871

Cost of goods sold:

 

 

Product and accessories

9,072

6,575

25,622

36,037

Parts, services and rentals

6,082

5,007

17,101

19,124

Total cost of goods sold

15,154

11,582

 

42,723

 

55,161

Gross profit

 

4,994

 

3,018

 

15,790

 

11,710

Operating expenses:

Research and development

 

744

 

579

 

1,882

 

1,897

Selling, general and administrative

 

6,313

 

9,749

 

19,496

 

25,713

Total operating expenses

 

7,057

 

10,328

 

21,378

 

27,610

Loss from operations

 

(2,063)

(7,310)

 

(5,588)

 

(15,900)

Other income, net

 

364

 

53

 

1,577

 

59

Interest income

 

4

7

 

6

 

106

Interest expense

 

(986)

 

(1,100)

 

(3,003)

 

(4,619)

Reorganization items, net

32,589

33,042

Income (loss) before provision (benefit) for income taxes

 

(2,681)

 

24,239

 

(7,008)

 

12,688

Provision (benefits) for income taxes

 

23

 

(1)

 

56

 

14

Net income (loss)

(2,704)

24,240

(7,064)

12,674

Net income (loss) per share of common stock and non-voting common stock—basic and diluted

$

(0.14)

$

1.27

$

(0.37)

$

0.68

Weighted average shares used to calculate basic and diluted net income (loss) per share of common stock and non-voting common stock

 

19,049

 

19,047

 

19,049

 

18,655


CAPSTONE GREEN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Nine Months Ended December 31,

     

2024

     

2023

Cash Flows from Operating Activities:

Net income (loss)

$

(7,064)

$

12,674

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

3,023

3,001

Amortization of financing costs and discounts

71

49

Paid-in-kind interest expense

2,714

1,100

Non-cash lease expense

2,957

2,482

Provision for credit loss expense

621

Inventory provision

639

552

Provision (benefit) for warranty expenses

(203)

143

Stock-based compensation

168

2,057

Non-cash reorganization items, net

(35,255)

Changes in operating assets and liabilities:

Accounts receivable

(6,066)

981

Inventories

4,279

6,638

Prepaid expenses, other current assets and other assets

1,887

(1,029)

Accounts payable and accrued expenses

(606)

(4,646)

Operating lease liability, net

(2,988)

(2,464)

Accrued salaries and wages and long-term liabilities

(166)

59

Accrued warranty reserve

(154)

(126)

Deferred revenue

4,083

(5,752)

Factory protection plan liability

(961)

(2,527)

Net cash provided by (used in) operating activities

2,234

(22,063)

Cash Flows from Investing Activities:

Expenditures for property, plant, equipment and rental assets

(841)

(4,551)

Net cash used in investing activities

(841)

(4,551)

Cash Flows from Financing Activities:

Proceeds from debtors-in-process facility

12,000

Proceeds from three-year term note

3,000

Proceeds from exit new money note

3,000

Debt issuance costs

(244)

Repayment of finance lease obligations

(164)

(115)

Net cash provided by (used) in financing activities

(164)

17,641

Net increase (decrease) in Cash

1,229

(8,973)

Cash, Beginning of Period

2,085

12,839

Cash, End of Period

$

3,314

$

3,866


CAPSTONE GREEN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

PRESENTATION OF NON-GAAP FINANCIAL MEASURES

(In thousands, except per share data)

(Unaudited)

Three Months Ended

Nine Months Ended

Reconciliation of Reported Net Loss to EBITDA and Adjusted EBITDA

December 31,

December 31,

    

2024

    

2023

2024

    

2023

Net income (loss), as reported

$

(2,704)

$

24,240

$

(7,064)

$

12,674

Interest expense

986

1,100

3,003

4,619

Provision for income taxes

 

23

 

 

56

 

14

Depreciation and amortization

947

1,041

 

3,023

 

3,001

EBITDA

$

(748)

$

26,381

$

(982)

$

20,308

Stock-based compensation and other expense

59

1,670

168

2,057

Restructuring charges

479

(92)

1,609

1,230

Financing expense

12

1,757

59

5,713

Shareholder litigation expense

316

1,023

Non-recurring legal expense

221

689

11

Restatement expense and SEC investigation

194

2,715

2,535

3,996

Extraordinary gain

(35,343)

(35,343)

Reorganization items

2,753

2,301

Adjusted EBITDA

$

533

$

(159)

$

5,101

$

273

To supplement the Company’s unaudited financial data presented on a generally accepted accounting principles (GAAP) basis, management has presented Adjusted EBITDA, a non-GAAP financial measure. This non-GAAP financial measure is among the indicators management uses as a basis for evaluating the Company’s financial performance as well as for forecasting future periods. Management establishes performance targets, annual budgets and makes operating decisions based in part upon this metric. Accordingly, disclosure of this non-GAAP financial measure provides investors with the same information that management uses to understand the company’s economic performance year-over-year.

EBITDA is defined as net income (loss) before interest, provision for income taxes and depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA before stock-based compensation, restructuring, financing, shareholder litigation, non-recurring legal, restatement and SEC investigation expenses, and reorganization items. Restructuring expenses relate to the Chapter 11 bankruptcy filing and financing expenses related to the evaluation and negotiation of the Company’s senior indebtedness. Shareholder litigation expense resulted from the restatement of the Company’s financials and non-recurring legal expenses are one-time non-recurring legal fees. Restatement expenses are professional fees related to the restatement of the Company’s prior year financials. SEC investigation expenses relate to the costs arising from the restatement of the Company’s financials. Reorganization items represent adjustments occurring during the bankruptcy period.

Adjusted EBITDA is not a measure of the Company’s liquidity or financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of its liquidity.


While management believes that the Company’s presentation of Adjusted EBITDA provides useful supplemental information to investors, there are limitations associated with the use of this non-GAAP financial measure. Adjusted EBITDA is not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of other companies due to potential differences in the methods of calculation. The Company’s non-GAAP financial measure is not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP.

CONTACT:
Capstone Green Energy
Investor and investment media inquiries:
818-407-3628
ir@CGRNenergy.com

Graphic


v3.25.0.1
Document and Entity Information
Feb. 14, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 14, 2025
Entity Registrant Name CAPSTONE GREEN ENERGY HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Securities Act File Number 001-15957
Entity Tax Identification Number 20-1514270
Entity Address, Address Line One 16640 Stagg Street,
Entity Address, City or Town Van Nuys
Entity Address, State or Province CA
Entity Address, Postal Zip Code 91406
City Area Code 818
Local Phone Number 734-5300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol CGEH
Entity Emerging Growth Company false
Entity Central Index Key 0001009759
Amendment Flag false

Capstone Green Energy (PK) (USOTC:CGEH)
Graphique Historique de l'Action
De Fév 2025 à Mar 2025 Plus de graphiques de la Bourse Capstone Green Energy (PK)
Capstone Green Energy (PK) (USOTC:CGEH)
Graphique Historique de l'Action
De Mar 2024 à Mar 2025 Plus de graphiques de la Bourse Capstone Green Energy (PK)