Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2021 - 4:09PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SEC FILE NUMBER
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001-36843
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FORM 12b-25
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CUSIP NUMBER
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NOTIFICATION OF LATE FILING
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09074B107
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(Check One): x
Form 10-K ¨ Form 20-F ¨
Form 11-K ¨ Form 10-Q ¨
Form N-SAR ¨ Form N-CSR
For Period Ended: December 31, 2020
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Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
For the Transition Period Ended:
________________________
Read Instruction (or back page)
before Preparing Form. Please Print or Type.
Nothing in this form shall
be construed to imply that the Commission
has verified any information
contained herein.
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If the notification relates to a portion of the filing checked
above, identify the item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
BIOHITECH GLOBAL, INC.
Full Name of Registrant
Former Name if Applicable
80 Red Schoolhouse Road, Suite 101
Address of Principal Executive Office ( Street and Number
)
Chestnut Ridge, New York 10977
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed
without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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x
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail the reasons
why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra Sheets if Needed)
The Registrant could not complete the filing of
its Annual Report on Form 10-K for the year ended December 31, 2020, within the prescribed time period due to its difficulty in
obtaining required documentation required for the Form 10-K, which delay could not be eliminated by the Registrant without unreasonable
effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Annual
Report on Form 10-K no later than the fifteenth calendar day following the prescribed due date.
PART IV -- OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard
to this notification
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Brian C. Essman
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(845)
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330-2522
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify
report(s). x Yes ¨
No
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(3)
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Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? x Yes ¨
No
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The consolidated results of operations
for the year ended December 31, 2020 include the results of the Entsorga West Virginia, LLC, (“EWV”) HEBiot facility that
commenced operations in the second quarter of 2019. The following provides the consolidated revenue and net loss attributable to parent
for the year ended December 31, 2020 and 2019:
(Unaudited)
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Year Ended
December 31,
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%
Change
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2020
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2019
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Revenue
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$
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5,878,000
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$
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4,219,000
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39.3
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%
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Operating expenses, before impairment
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15,933,000
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11,754,000
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35.5
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%
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Operating expenses, impairment
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3,291,000
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-
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n.c.
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Loss from operations
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13,346,000
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7,535,000
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77.1
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%
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Net loss attributable to parent
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12,539,000
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7,623,000
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64.5
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%
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n.c. – not calculable
Revenue for the year increased by
$1,659,000 (39.3%) due to an increase of equipment sales revenue of $2,082,000 (primarily through sales to Carnival Cruise Lines), an
increase in HEBioT revenue of $767,000 at the EWV plant, offset by a $339,000 decrease in digester related rental, service and maintenance
fees, partly attributed to COVID-19 and a $851,000 decrease in management advisory fees that the Company had previously disclosed. Operating
expenses, excluding impairment, increased by $4,179,000 (35.5%) due to an increase in: HEBiot expenses of $1,507,000, equipment sales
of $1,111,000 due to sale volume increases, digester rental, service and maintenance of $73,000, general and administrative of $910,000
and depreciation of $578,000. During the year ended December 31, 2020, the Company recognized non-recurring impairment and settlement
expenses relating to the EWV plant of $3,291,000 that were the result of slower achievement of targeted financial results. Loss from operations
increased by $5,811,000 (77.1%) or $2,520,000 (33.4%), excluding the non-recurring impairment and settlement expenses. Net loss attributable
to parent increased by $4,916,000 (64.5) as the growth in losses was greatest at units with non-controlling ownership interests that were
allocated their proportion of increased losses.
BIOHITECH GLOBAL, INC.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
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March 31, 2021
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By:
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/s/ Brian C. Essman
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Brian C. Essman
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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