0000924168FALSEENERGY FOCUS, INC/DE00009241682023-05-112023-05-11

 
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): May 13, 2024
 
ENERGY FOCUS, INC.
(Exact name of registrant as specified in its charter)  
Delaware 001-36583 94-3021850
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)
32000 Aurora Road Suite BSolon,OH44139
(Address of principal executive offices)(Zip Code)
 
(440) 715-1300
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ 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 classTrading
Symbol(s)		Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareEFOIThe 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. ☐



Item 2.02. Results of Operations and Financial Condition.

On May 13, 2024, Energy Focus, Inc. issued a press release announcing its financial results for the three months ended March 31, 2024, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This information, including Exhibit 99.1, is being furnished and shall not be deemed to be “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, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

    (d)    Exhibits.
Exhibit
NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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.
Dated: May 13, 2024
ENERGY FOCUS, INC.
By:/s/ Chiao Chieh (Jay) Huang
Name:Chiao Chieh (Jay) Huang
Title:Chief Executive Officer


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Exhibit 99.1

Energy Focus, Inc. Reports First Quarter 2024 Financial Results


SOLON, Ohio, May 10, 2024 -- Energy Focus, Inc. (NASDAQ: EFOI), a leader in energy-efficient lighting and control system products for the commercial and military maritime and consumer markets, today announced financial results for its first quarter ended March 31, 2024.
First Quarter 2024 Financial Highlights:

•Net sales of $0.8 million, decreased $0.1 million or 10.4% compared to the first quarter of 2023, driven by a decrease of $ 75 thousand in military maritime sales and $ 22 thousand in commercial sales. As compared to the fourth quarter of 2023, net sales decreased by 65.2%, primarily due to a $1.5 million decrease in military sales, while commercial maritime sales remained flat.
•Gross profit margin was 14.4% of net sales, which increased from 1.8% in the first quarter of 2023 and also from 3.1% in the fourth quarter of 2023. This improvement was primarily driven by our cost reduction plan in freight in and out variances.
•Loss from operations of $0.6 million, compared to a loss from operations of $1.2 million in the first quarter of 2023 and to a loss from operations of $0.8 million in the fourth quarter of 2023.
•Net loss of $0.4 million, or $(0.09) per basic and diluted share of common stock, compared to a net loss of $1.3 million, or $(0.58) per basic and diluted share of common stock, in the first quarter of 2023. Sequentially, the net loss decreased by $0.4 million compared to net loss of $0.8 million, or $(0.20) per basic and diluted share of common stock in the fourth quarter of 2023.
•Cash was $1.0 million as of March 31, 2024 compared to $2.0 million as of December 31, 2023. The changes in the cash movement is due to the payoff of the Streeterville Notes (as defined below) of $1.0 million in cash during the first quarter of 2024.
•On March 28, 2024, Energy Focus, Inc. entered into certain securities purchase agreements with certain accredited investors, pursuant to which the Company agreed to issue and sell in a private placement an aggregate of 283,109 shares of the Company’s common stock, par value $0.0001 per share, for a purchase price per share of $1.59. Aggregate gross proceeds to the Company in respect of the Private Placement is approximately $450,000, excluding the offering expenses paid by the Company. The Private Placement was closed on March 28, 2024.
•On January 18, 2024, the Company and Streeterville Capital,LLC (“Streeterville”) entered into a payoff letter and exchange agreement (the “Agreement”) to pay off a note entered into by and between the Company and Streeterville in 2022 (the 2022 “Streeterville Note ”) early. The Agreement provided that the Company made payments to reduce the outstanding obligations under the 2022 Streeterville Note of $1.0 million in cash by January 19, 2024 and exchanges 94,440 shares of common stocks by January 23, 2024 for the remaining $141,660. In January 2024, the Company paid off the 2022 Streeterville Note in full early. At termination, the Company recognized $187 thousand of other income which was included in other income in the in the Unaudited Condensed Consolidated Statements of Operations.

32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877
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Management Commentary

“Throughout the first quarter of 2024, Energy Focus has intensified its cost management strategies while maintaining high levels of customer satisfaction and timely delivery of eco-friendly products. Our investments in sustainable energy solutions have empowered us to not only enhance our product quality and services but also to streamline our offerings efficiently. As we advance, our commitment to Environmental, Social, and Governance (ESG) principles is integral to our strategy," stated Chiao-Chieh (Jay) Huang, Chief Executive Officer.
“From our eco-conscious headquarters in Cleveland, Ohio, we capitalize on our global network, including facilities and offices in Taipei, to integrate resources, cater to a diverse clientele, and manage our supply chain. Our forward-looking product strategy pivots on boosting the efficiency and capabilities of our existing product lines through strategic partnerships, innovative technological advancements, and selective acquisitions. We are dedicated to pioneering products that over-perform the market expectations, with a keen focus on sustainability. Additionally, we are actively exploring new markets in the Gulf Cooperation Council (GCC) and Central Asia regions to expand our business landscape.”
“In the fiscal year 2024, the Energy Focus team is united in the ambition to deliver top-tier quality to our customers and to establish value-driven partnerships. Our management team, as a group, endeavor to work our brand to secure global recognition and success, with higher management efficiency and better product supply midst geopolitical tensions, rising inflation, complex supply chain challenges, and increasing cybersecurity threats. We are determined not only to persevere but to thrive. Through comprehensive training and enhanced teamwork at all organizational levels, we uphold our responsibility towards our customers and shareholders. With warmest regards and a message of hope, we anticipate a year filled with growth, innovation, and collective achievement.”
First Quarter 2024 Financial Results:
Net sales were $0.8 million for the first quarter of 2024, compared to $0.9 million in the first quarter of 2023, a decrease of $0.1 million, or 10.4%. Net sales from military maritime products were approximately $0.5 million, or 64.1% of total net sales, for the first quarter of 2024, compared to $0.6 million, or 65.5% of total net sales, in the first quarter of 2023. Net sales from commercial products were approximately $0.3 million, or 35.9% of total net sales, for the first quarter of 2024, as compared to $0.3 million, or 34.5% of total net sales, in the first quarter of 2023. The sales decrease was due to the downward market price adjustments.

Gross profit margin was $120 thousand, or 14.4% of net sales, for the first quarter of 2024. This compares with gross profit margin of $17 thousand, or 1.8% of net sales, in the first quarter of 2023. Sequentially, this compares with gross profit of $75 thousand, or 3.1% of net sales, in the fourth quarter of 2023. The quarter-over-quarter increase for the first quarter of 2024 in gross margin rate was primary driven by (1) a $14 thousand, or 1.3%, decrease in fixed costs such as production salaries (2) favorable freight-in variances of $12 thousand, or 1% of net sales, and (3) favorable price and usage variances for material and labor of $117 thousand, or 15% of net sales.
Operating loss was $0.6 million for the first quarter of 2024, compared to an operating loss of $1.2 million in the first quarter of 2023. Sequentially, this compares to an operating loss of $0.8 million in the fourth quarter of 2023. Net loss was $0.4 million, or $(0.09) per basic and diluted share of common stock, for the first quarter of 2024, compared with a net loss of $1.3 million, or $(0.58) per basic and diluted share of common stock, in the first quarter of 2023. Sequentially,
32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877
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this compares with a net loss of $0.8 million, or $(0.20) per basic and diluted share of common stock, in the fourth quarter of 2023.
Adjusted EBITDA, as defined under “Non-GAAP Measures” below, was a loss of $0.6 million for the first quarter of 2024, compared with a loss of $1.2 million in the first quarter of 2023 and a loss of $0.7 million in the fourth quarter of 2023. The improved adjusted EBITDA loss in the first quarter of 2024, as compared to the adjusted EBITDA loss for the first and fourth quarters of 2023, was due to the lower costs, primarily salaries and related payroll costs.
The substantial decrease in cash used in operating activity in the first three months of 2024 was primarily related to efforts to collect accounts receivable led to during the first three months of 2024, compared to the first three months of 2023; offset by higher accounts payable as of December 31, 2023 and efforts to manage inventory levels, reflecting more purchase activities in the fourth quarter of 2023, led to higher cash outflows in the first quarter of 2024. Net cash provided by financing activities during the three months ended March 31, 2024 was $1.0 million, primarily related to net payments on the 2022 Streeterville Note of $1.0 million.
About Energy Focus:
Energy Focus is an industry-leading innovator of sustainable light-emitting diode (“LED”) lighting and lighting control technologies and solutions. As the creator of the first flicker-free LED lamps, Energy Focus develops high quality LED lighting products and controls that provide extensive energy and maintenance savings, as well as aesthetics, safety, health and sustainability benefits over conventional lighting. Energy Focus is headquartered in Solon, Ohio. For more information, visit our website at www.energyfocus.com.

32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877
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Forward-Looking Statements:
This press release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. The Company encourages you to review other factors that may affect its future results in the Company’s annual reports and in its other filings with the Securities and Exchange Commission.
###
Investor Contact:
Chiao Chieh (Jay) Huang
Chief Executive Officer
(800) 327-7877
32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877

Condensed Consolidated Balance Sheets
(in thousands)
March 31, 2024December 31, 2023
(Unaudited)
ASSETS
Current assets:
Cash$    972    $    2,030    
Trade accounts receivable, less allowances of $9 and $20, respectively
    396    
    1,570    
Trade accounts receivable - related party
    —    
202
Inventories, net    4,397        4,439    
Prepayments to vendors    516        792    
Prepaid and other current assets    199        156    
Total current assets
    6,480    
    9,189    
Property and equipment, net    104        112    
Operating lease, right-of-use asset    833        899    
Total assets
$    7,417    
$    10,200    
LIABILITIES
Current liabilities:
Accounts payable$    1,389    $    1,624    
Accounts payable - related party
    1,311    
2,146    
Accrued liabilities
    107    
    110    
Accrued legal and professional fees
    111    
    64    
Accrued payroll and related benefits    164        199    
Accrued sales commissions    26        62    
Accrued warranty reserve    116        150    
Operating lease liabilities    233        223    
Advanced capital contribution    —        450    
Promissory notes payable, net of discounts and loan origination fees    —        1,323    
Total current liabilities
    3,457    
    6,351    

(continued on next page)














32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877






Condensed Consolidated Balance Sheets
(in thousands)

March 31, 2024December 31, 2023
(Unaudited)
Operating lease liabilities, net of current portion    735        798    
     Total liabilities
    4,192    
    7,149    
STOCKHOLDERS' EQUITY
Preferred stock, par value $0.0001 per share:
Authorized: 5,000,000 shares (3,300,000 shares designated as Series A Convertible Preferred Stock) at March 31, 2024 and December 31, 2023
Issued and outstanding: 876,447 at March 31, 2024 and December 31, 2023
    —        —    
Common stock, par value $0.0001 per share:
Authorized: 50,000,000 shares at March 31, 2024 and December 31, 2023
Issued and outstanding: 4,726,149 at March 31, 2024 and 4,348,690 at December 31, 2023
    —        —    
Additional paid-in capital    156,961        156,369    
Accumulated other comprehensive loss    (3)    (3)
Accumulated deficit    (153,733)    (153,315)
Total stockholders' equity    3,225        3,051    
Total liabilities and stockholders' equity
$    7,417    
$    10,200    


32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877

Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
Three months ended
March 31, 2024
December 31, 2023
March 31, 2023
Net sales$    833    
$    2,393    
$    930    
Cost of sales    713    
    2,318    
    913    
Gross profit
    120    
75
    17    
Operating expenses:
Product development    128    
    144    
    154    
Selling, general, and administrative    591    
    696    
    1,066    
Total operating expenses    719    
    840    
    1,220    
Loss from operations    (599)
    (765)
    (1,203)
Other expenses (income):
Interest income
    —    
(57)
    —    
Interest expense    5    
    154    
    123    
Gain on debt extinguishment    (187)    —    
    —
Other income—
    (14)    
    —
Other expenses    1    
    (2)    
    7    
Loss before income taxes    (418)
    (846)
    (1,333)
Provision for income taxes
    —    
    3    
    —    
Net loss$    (418)
$    (849)
$    (1,333)
Net loss per common share attributable to common stockholders - basic:
From operations$    (0.09)
$    (0.20)
$    (0.58)
Weighted average shares of common stock outstanding:
Basic and diluted*
4,433
4,349
2,310
* Shares outstanding for prior periods have been restated for the 1-for-7 reverse stock split effective June 16, 2023.




32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877


Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three months ended
 March 31, 2024
December 31, 2023
March 31, 2023
Cash flows from operating activities: 
Net loss$    (418)
$    (849)
$    (1,333)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on debt extinguishment    (187)    —        —    
Depreciation    8        9        8    
Stock-based compensation    1        8        26    
Reversal of provision for credit losses and sales return
    (64)
    (44)    29    
Provision for slow-moving and obsolete inventories
    67    
    93        (23)
Provision for warranties    (34)    4        (40)
Amortization of loan discounts and origination fees    5        57        62    
Changes in operating assets and liabilities (sources / (uses) of cash):
Accounts receivable
    1,440    
    (682)    (496)
Accounts receivable - related party
—
(202)
    —    
Inventories    (25)    369        562    
Prepayments to vendors
    102    
    (60)    (23)
Prepaid and other assets    (43)    33        6    
Accounts payable
    (61)
    (706)
    (27)
Accounts payable - related party
(835)
    1,874    
    —    
Accrued and other liabilities    (27)    (48)
    44    
Operating lease - ROU and liabilities    13        75    
    22    
Total adjustments    360        780        150    
Net cash used in operating activities    (58)
    (69)
    (1,183)
Cash flows from investing activities:  
Acquisitions of property and equipment    —        (42)    —    
Net cash flows from investing activities    —        (42)    —    

(continued on next page)











32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877



Condensed Consolidated Statements of Cash Flows - continued
(in thousands)
(unaudited)
Three months ended
March 31, 2024
December 31, 2023
March 31, 2023
Cash flows from financing activities (sources / (uses) of cash):
Issuance of common stock and warrants    —        —        3,025    
Payments on the 2022 Streeterville Note    (1,000)    —    
    (500)
Net payments on proceeds from the credit line borrowings - Credit Facilities
    —        450        (1,093)
Net cash provided by financing activities    (1,000)    450        1,432    
Net (decrease) increase in cash
    (1,058)
    339    
    249    
Cash, beginning of period    2,030        1,691        52    
Cash, end of period$    972    
$    2,030    
$    301    

Non-cash investing and financing activities:
Debt-to-equity exchange transactions
$    591    
$    1,716    
$    —    

32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877


Sales by Product
(in thousands)
(unaudited)
Three months ended
March 31, 2024
December 31, 2023
March 31, 2023
Net sales:
Commercial$    299    
$    332    
$    321    
MMM products    534    2,061        609    
Total net sales$    833    
$    2,393    
$    930    

Non-GAAP Measures                            
In addition to the results in this release that are presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), we provide certain non-GAAP measures, which present operating results on an adjusted basis. These non-GAAP measures are supplemental measures of performance that are not required by or presented in accordance with U.S. GAAP and, include:
•total availability, which we define as our ability on the period end date to access additional cash if necessary under our short-term credit facilities, plus the amount of cash on hand on that same date;
•adjusted EBITDA, which we define as net income (loss) before giving effect to financing charges, income taxes, non-cash depreciation, stock compensation, and incentive compensation; and
•adjusted gross margins, which we define as our gross profit margins during the period without the impact from excess and obsolete, in-transit and net realizable value inventory reserve movements that do not reflect current period inventory decisions.
We believe that our use of these non-GAAP financial measures permits investors to assess the operating performance of our business relative to our performance based on U.S. GAAP results and relative to other companies within the industry by isolating the effects of items that may vary from period to period without correlation to core operating performance or that vary widely among similar companies, and to assess liquidity, cash flow performance of the operations, and the product margins of our business relative to our U.S. GAAP results and relative to other companies in the industry by isolating the effects of certain items that do not have a current period impact. However, our presentation of these non-GAAP measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items or that the items for which we have made adjustments are unusual or infrequent or will not recur. Further, there are limitations on the use of these non-GAAP measures to compare our results to other companies within the industry because they are not necessarily standardized or comparable to similarly titled measures used by other companies. We believe that the disclosure of these non-GAAP measures is useful to investors as they form part of the basis for how our management team and Board of Directors evaluate our operating performance.
Total availability, adjusted EBITDA and adjusted gross margins do not represent cash generated from operating activities in accordance with U.S. GAAP, are not necessarily indicative of cash available to fund cash needs and are not intended to and should not be considered as alternatives to cash flow, net income and gross profit margins, respectively, computed in accordance with U.S. GAAP as measures of liquidity or operating performance. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP are provided below for total availability, adjusted EBITDA and adjusted gross margins, respectively.
32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877


As of
(in thousands)March 31, 2024December 31, 2023March 31, 2023
Total borrowing capacity under credit facilities$    —    $    —    $    500    
Less: Credit line borrowings, gross(1)
    —        —        (400)
Excess availability under credit facilities(2)
    —        —        100    
Cash    972        2,030        301    
Total availability(3)
$    972    $    2,030    $    401    
(1)Forms 10-Q and 10-K Balance Sheets reflect the Line of credit net of debt financing costs of $0, $0 and $29, respectively.
(2)Excess availability under credit facilities - represents difference between maximum borrowing capacity of credit facilities and actual borrowings
(3)Total availability - represents Company’s ‘access’ to cash if needed at point in time

Three months ended
(in thousands)March 31, 2024
December 31, 2023
March 31, 2023
Net loss$    (418)$    (849)$    (1,333)
Interest expense     5        154        123    
Gain on debt extinguishment    (187)    (14)    —    
Income tax provision    —        3        —    
Depreciation    8        9        8    
Stock-based compensation    1        8        26    
Other Incentive Compensation
    10    
    9    
—
Adjusted EBITDA $    (581)$    (680)
$    (1,176)

Three Months Ended
(in thousands)March 31, 2024
December 31, 2023
March 31, 2023
($)(%)($)(%)($)(%)
Net sales$833$2,393$930
Reported gross profit120    14.4    %75    3.1    %17    1.8    %
Errors and Omissions, in-transit and net realizable value inventory reserve changes67
    8.0    %
93    3.9    %
(23)
    (2.5)    %
Adjusted gross margin
$187
    22.4    %
$168    7.0    %
$(6)
    (0.7)    %

32000 Aurora Road, Solon, OH 44139        •    www.energyfocus.com        •    800.327.7877
v3.24.1.1.u2
Cover
May 11, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 13, 2024
Entity Registrant Name ENERGY FOCUS, INC/DE
Entity Incorporation, State or Country Code DE
Entity File Number 001-36583
Entity Tax Identification Number 94-3021850
Entity Address, Address Line One 32000 Aurora Road Suite B
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44139
City Area Code 440
Local Phone Number 715-1300
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 $0.0001 per share
Trading Symbol EFOI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000924168
Amendment Flag false
Entity Addresses [Line Items]  
Entity Address, Address Line One 32000 Aurora Road Suite B
Entity Address, Postal Zip Code 44139
Entity Address, State or Province OH
Entity Address, City or Town Solon,
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