Wisconsin
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001-33540
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39-1987014
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(IRS Employer
Identification Number)
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N93 W14475 Whittaker Way, Menomonee Falls, Wisconsin | 53051 | |
(Address of principal executive offices) | (Zip Code) |
Item
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2.02 Results of Operations and Financial Condition.
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Item
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9.01. Financial Statements and Exhibits.
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ZBB Energy Corporation | |
Dated: May 7, 2012 | By: /s/ Eric C. Apfelbach |
Name: Eric C. Apfelbach | |
Title: President and CEO | |
Exhibit No. |
Exhibit Description
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Press release, dated May 7, 2012, issued by ZBB Energy Corporation, furnished herewith
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·
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$752,330 of costs of product sales in fiscal third quarter 2012 compared to $221,463 in the same year-ago period was due to an increase in commercial product sales.
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·
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$517,414 of costs of engineering and development in fiscal third quarter 2012 compared to zero costs in the same year-ago period was due to activities related to engineering and development agreements.
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·
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Increase in advanced engineering and development expenses of $761,657 was due to an increase in the company's engineering and development activities for its ZBB EnerStore™ and ZBB EnerSection™ systems, which include preproduction development and pilot plant operations.
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·
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Increase in depreciation and amortization expenses of $185,561 was primarily due to the amortization of intangible assets related to the Tier acquisition beginning in January 2011 and equipment purchases.
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·
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$1,096,621 of costs of product sales in the nine month period ended March 31, 2012 as compared to $300,521 in the same year-ago period was due to an increase in commercial product sales.
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·
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$998,521 of costs of engineering and development in the nine month period ended March 31, 2012 as compared to zero costs in same year-ago period was due to activities related to engineering and development agreements, including the Honam and U.S. strategic partner contracts.
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·
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Increase in advanced engineering and development expenses in the nine month period ended March 31, 2012 of $1,221,537 was due to an increase in the company's engineering and development activities for its ZBB EnerStore and ZBB EnerSection systems, which include preproduction development and pilot plant operations.
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·
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Increase in selling, general, and administrative expenses in the nine month period ended March 31, 2012 of $762,850 was due primarily to a planned increase in sales, marketing and administrative personnel, which resulted in an increase in salaries and related expense of $312,000 and an increase of $541,000 due to the inclusion of Tier Electronics for nine months in fiscal 2012 compared to two months in fiscal 2011.
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·
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Increase in depreciation and amortization expenses of $744,076 was primarily due to the amortization of intangible assets related to the Tier acquisition beginning in January 2011, as well as property, plant and equipment additions.
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•
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Record revenue of $1.6 million, reflecting emergence from developmental stage to pre-commercial sales.
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•
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Initial shipments of ZBB EnerStore next generation proprietary flow battery system and ZBB EnerSection systems.
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•
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25kw ZBB EnerSection ETL certified to UL1741 standards (for seamless grid interface), with substantial progress towards certification of 60kw and 125kw models.
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•
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Awarded a $171,000 contract to deliver transportable power management system to the Department of Defense.
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•
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ZBB Energy's China joint venture company, Anhui Meineng Store Energy Co., Ltd., received official business license registration.
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•
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Received a $426,000 component product order from Anhui Meineng Store Energy Co., Ltd.
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•
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Awarded $621,000 contract for a ZBB EnerSystem microgrid installation at Pearl Harbor as part of the DoD SPIDERS program.
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•
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Completed $3.0 million equity financing in early February.
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•
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Completed $2.4 million subordinated debt financing May 2.
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•
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Filed for S-1 public offering in late February for a $10 million underwritten public offering.
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•
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Terminated the Socius CG II, Ltd. financing instrument in early May.
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ZBB ENERGY CORPORATION
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||||||||
Condensed Consolidated Balance Sheets
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March 31, 2012 (Unaudited)
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June 30, 2011
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Assets
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$ | 906,765 | $ | 2,910,595 | ||||
Accounts receivable, net
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565,289 | 171,622 | ||||||
Inventories
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2,255,840 | 1,662,850 | ||||||
Prepaid and other current assets
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167,509 | 56,462 | ||||||
Refundable income tax credit
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157,173 | 164,640 | ||||||
Total current assets
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4,052,576 | 4,966,169 | ||||||
Long-term assets:
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||||||||
Property, plant and equipment, net
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5,791,033 | 4,766,871 | ||||||
Deferred offering and financing costs
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93,579 | - | ||||||
Investment in investee company
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1,530,010 | - | ||||||
Intangible assets, net
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1,325,620 | 1,811,507 | ||||||
Goodwill
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803,079 | 803,079 | ||||||
Total assets
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$ | 13,595,897 | $ | 12,347,626 | ||||
Liabilities and Equity
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||||||||
Current liabilities:
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Bank loans and notes payable
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$ | 1,126,832 | $ | 779,088 | ||||
Accounts payable
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1,745,704 | 961,221 | ||||||
Accrued expenses
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476,118 | 695,273 | ||||||
Deferred revenues
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1,637,122 | 1,528,482 | ||||||
Accrued compensation and benefits
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188,829 | 289,996 | ||||||
Total current liabilities
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5,174,605 | 4,254,060 | ||||||
Long-term liabilities:
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Bank loans and notes payable
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3,060,039 | 3,937,056 | ||||||
Total liabilities
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8,234,644 | 8,191,116 | ||||||
Equity
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||||||||
Series A preferred stock ($0.01 par value, $10,000 face value)
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6,283,517 | 3,715,470 | ||||||
Common stock ($0.01 par value); 150,000,000 authorized
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410,551 | 299,124 | ||||||
Additional paid-in capital
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68,334,658 | 60,777,286 | ||||||
Notes receivable - common stock
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(6,273,043 | ) | (3,707,799 | ) | ||||
Treasury stock - 0 and 13,833 shares, respectively
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- | (11,136 | ) | |||||
Accumulated deficit
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(63,222,326 | ) | (55,343,683 | ) | ||||
Accumulated other comprehensive loss
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(1,586,927 | ) | (1,572,752 | ) | ||||
Total ZBB Energy Corporation Equity
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3,946,430 | 4,156,510 | ||||||
Noncontrolling interest
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1,414,823 | - | ||||||
Total equity
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5,361,253 | 4,156,510 | ||||||
Total liabilities and equity
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$ | 13,595,897 | $ | 12,347,626 |
ZBB ENERGY CORPORATION
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Condensed Consolidated Statements of Operations (Unaudited)
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Three months ended March 31,
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Nine months ended March 31,
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2012
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2011
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2012
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2011
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Revenues
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Product sales
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$ | 929,925 | $ | 205,971 | $ | 1,396,953 | $ | 255,713 | ||||||||
Engineering and development
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715,366 | - | 2,327,116 | 184,939 | ||||||||||||
Total Revenues
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1,645,291 | 205,971 | 3,724,069 | 440,652 | ||||||||||||
Costs and Expenses
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||||||||||||||||
Cost of product sales
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752,330 | 221,463 | 1,096,621 | 300,521 | ||||||||||||
Cost of engineering and development
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517,414 | - | 998,521 | - | ||||||||||||
Advanced engineering and development
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2,073,651 | 1,311,994 | 3,959,386 | 2,737,849 | ||||||||||||
Selling, general, and administrative
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1,446,038 | 1,425,886 | 4,545,725 | 3,782,875 | ||||||||||||
Depreciation and amortization
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406,046 | 220,485 | 1,135,822 | 391,746 | ||||||||||||
Total Costs and Expenses
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5,195,479 | 3,179,828 | 11,736,075 | 7,212,991 | ||||||||||||
Loss from Operations
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(3,550,188 | ) | (2,973,857 | ) | (8,012,006 | ) | (6,772,339 | ) | ||||||||
Other Income (Expense)
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||||||||||||||||
Equity in income (loss) of investee company
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(702 | ) | - | (59,412 | ) | - | ||||||||||
Interest income
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2,842 | 2,021 | 12,810 | 6,231 | ||||||||||||
Interest expense
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(56,503 | ) | (76,953 | ) | (174,994 | ) | (155,829 | ) | ||||||||
Other income
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- | - | 4,263 | 573 | ||||||||||||
Total Other Income (Expense)
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(54,363 | ) | (74,932 | ) | (217,333 | ) | (149,025 | ) | ||||||||
Loss before provision (benefit) for Income Taxes
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(3,604,551 | ) | (3,048,789 | ) | (8,229,339 | ) | (6,921,364 | ) | ||||||||
Provision (benefit) for Income Taxes
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(37,657 | ) | (180,000 | ) | (219,457 | ) | (180,000 | ) | ||||||||
Net loss
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(3,566,894 | ) | (2,868,789 | ) | (8,009,882 | ) | (6,741,364 | ) | ||||||||
Net loss attributable to noncontrolling interest
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94,009 | - | 131,239 | - | ||||||||||||
Net Loss Attributable to ZBB Energy Corporation
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$ | (3,472,885 | ) | $ | (2,868,789 | ) | $ | (7,878,643 | ) | $ | (6,741,364 | ) | ||||
Net Loss per share-
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||||||||||||||||
Basic and diluted
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$ | (0.09 | ) | $ | (0.12 | ) | $ | (0.23 | ) | $ | (0.33 | ) | ||||
Weighted average shares-basic and diluted:
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Basic
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39,543,145 | 24,384,459 | 34,555,882 | 20,343,159 | ||||||||||||
Diluted
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39,543,145 | 24,384,459 | 34,555,882 | 20,343,159 |
ZBB ENERGY CORPORATION
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Condensed Consolidated Statements of Cash Flows (Unaudited)
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Nine months ended March 31, | ||||||||
2012
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2011
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Cash flows from operating activities
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Net loss
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$ | (8,009,882 | ) | $ | (6,741,364 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
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Depreciation of property, plant and equipment
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572,935 | 258,088 | ||||||
Amortization of intangible assets
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562,887 | 133,658 | ||||||
Stock-based compensation
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918,080 | 602,003 | ||||||
Equity in loss of investee company
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59,412 | - | ||||||
Changes in assets and liabilities
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||||||||
Accounts receivable
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(393,667 | ) | 56,737 | |||||
Inventories
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(669,990 | ) | (337,621 | ) | ||||
Prepaids and other current assets
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(111,047 | ) | 59,742 | |||||
Refundable income taxes
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7,467 | (180,000 | ) | |||||
Accounts payable
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784,483 | 68,853 | ||||||
Accrued compensation and benefits
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(101,167 | ) | (140,851 | ) | ||||
Accrued expenses
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(217,668 | ) | 35,333 | |||||
Deferred revenues
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108,640 | 245,587 | ||||||
Net cash used in operating activities
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(6,489,517 | ) | (5,939,835 | ) | ||||
Cash flows from investing activities
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Expenditures for property and equipment
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(1,597,097 | ) | (772,892 | ) | ||||
Acquisition of business, net of cash acquired
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- | (225,922 | ) | |||||
Investment in investee company
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(1,589,422 | ) | - | |||||
Net cash used in investing activities
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(3,186,519 | ) | (998,814 | ) | ||||
Cash flows from financing activities
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Proceeds from bank loans and notes payable
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- | 1,300,000 | ||||||
Repayments of bank loans and notes payable
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(529,273 | ) | (306,744 | ) | ||||
Proceeds from issuance of debenture notes payable
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- | 517,168 | ||||||
Proceeds from issuance of Series A preferred stock
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2,197,240 | 3,030,000 | ||||||
Proceeds from issuance of common stock
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5,052,401 | 3,077,582 | ||||||
Common stock issuance costs
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(484,983 | ) | - | |||||
Deferred offering and financing costs
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(93,579 | ) | ||||||
Proceeds from noncontrolling interest
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1,546,062 | - | ||||||
Net cash provided by financing activities
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7,687,868 | 7,618,006 | ||||||
Effect of exchange rate changes on cash and cash equivalents
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(15,662 | ) | 9,545 | |||||
Net (increase) decrease in cash and cash equivalents
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(2,003,830 | ) | 688,902 | |||||
Cash and cash equivalents - beginning of period
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2,910,595 | 1,235,635 | ||||||
Cash and cash equivalents - end of period
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$ | 906,765 | $ | 1,924,537 | ||||