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) |
Exhibit No. |
Exhibit Description
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Press release, dated November 5, 2012, issued by ZBB Energy Corporation, furnished herewith
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Product sales increased $1,379,031, or 610 percent, to $1,605,138
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Total revenues increased 11 percent to $1,823,321
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Net loss of $2,882,790 compared to $1,675,448
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Loss per share decreased to ($0.04) from ($0.05) per share
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●
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$1,335,721 increase in cost of product sales was due to an increase in commercial product sales;
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$436,042 decrease in cost of engineering and development sales was due to diminished activities related to engineering and development agreements completed in the prior year;
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$460,536 increase in advanced engineering and development expenses was due to a shift from engineering contracts to product development and pilot plant operation for the Company’s ZBB EnerStore™ and ZBB EnerSection™ products;
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$74,689 increase in total other expense primarily as a result of a $76,481 equity loss of investee company;
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$70,000 decrease in income tax benefits as a result of a R&D tax credit from Australia in the prior year’s quarter.
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Shipped five ZBB EnerSystems and shipped twenty-five ZBB EnerStores to customers with a wide-range of applications.
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Completion of ETL Listing to UL 1741 standard for the ZBB EnerSection 125kW inverter.
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Senior level executive appointments of Chuck Stankiewicz as Chief Operating Officer and Tony Siebert as Vice President of Sales and Product Marketing.
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Installation and commissioning of a 500kWh energy management system, including ZBB EnerStore storage and ZBB EnerSection inverters on the Illinois Institute of Technology campus as part of their “Perfect Power” micro grid application.
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Follow-on orders from the Company’s China joint venture of over $600,000.
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Signed a long-term OEM supply agreement with major vehicle/engine manufacturer for Hybrid electronics.
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o
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Received from the major vehicle/engine manufacturer orders of $500,000 in the first quarter being delivered in the second quarter with an additional $860,000 of new orders booked in the second quarter.
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Received a development order to be followed by a prototype order for electronics to be applied to an innovative generator technology being applied to hydro generation.
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Shipment of an eight unit ZBB EnerStore and ZBB EnerSection power and energy control center system to the microgrid installation at the Joint Base Pearl Harbor Hickam (JBPHH) U.S. Military base in Honolulu, Hawaii.
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We achieved a 30% EnerStore product cost reduction that we expect to begin to realize on orders shipped in the third quarter.
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ZBB ENERGY CORPORATION
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Condensed Consolidated Statements of Operations (Unaudited)
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Three months ended September 30,
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2012
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2011
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|||||||
Revenues
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Product sales
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$ | 1,605,138 | $ | 226,107 | ||||
Engineering and development
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218,183 | 1,411,750 | ||||||
Total Revenues
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1,823,321 | 1,637,857 | ||||||
Costs and Expenses
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||||||||
Cost of product sales
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1,492,392 | 156,671 | ||||||
Cost of engineering and development
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45,065 | 481,107 | ||||||
Advanced engineering and development
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1,159,739 | 699,383 | ||||||
Selling, general, and administrative
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1,681,552 | 1,677,997 | ||||||
Depreciation and amortization
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340,632 | 319,181 | ||||||
Total Costs and Expenses
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4,719,380 | 3,334,339 | ||||||
Loss from Operations
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(2,896,059 | ) | (1,696,482 | ) | ||||
Other Income (Expense)
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Equity in loss of investee company
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(76,481 | ) | - | |||||
Interest income
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389 | 6,689 | ||||||
Interest expense
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(47,563 | ) | (59,668 | ) | ||||
Other income
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- | 4,013 | ||||||
Total Other Income (Expense)
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(123,655 | ) | (48,966 | ) | ||||
Loss before provision (benefit) for Income Taxes
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(3,019,714 | ) | (1,745,448 | ) | ||||
Provision (benefit) for Income Taxes
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- | (70,000 | ) | |||||
Net loss
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(3,019,714 | ) | (1,675,448 | ) | ||||
Net loss attributable to noncontrolling interest
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136,924 | - | ||||||
Net Loss Attributable to ZBB Energy Corporation
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$ | (2,882,790 | ) | $ | (1,675,448 | ) | ||
Net Loss per share
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Basic and diluted
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$ | (0.04 | ) | $ | (0.05 | ) | ||
Weighted average shares-basic and diluted
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77,319,009 | 30,496,936 |
ZBB ENERGY CORPORATION
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Condensed Consolidated Balance Sheets
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September 30, 2012
Unaudited)
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June 30, 2012
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Assets
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Current assets:
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Cash and cash equivalents
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$ | 4,637,014 | $ | 7,823,217 | ||||
Accounts receivable, net
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1,189,722 | 480,563 | ||||||
Inventories
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3,831,728 | 2,912,207 | ||||||
Prepaid and other current assets
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343,643 | 187,448 | ||||||
Refundable income tax credit
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192,643 | 185,545 | ||||||
Total current assets
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10,194,750 | 11,588,980 | ||||||
Long-term assets:
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Property, plant and equipment, net
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5,416,108 | 5,484,545 | ||||||
Investment in investee company
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3,007,408 | 3,083,889 | ||||||
Intangible assets, net
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958,618 | 1,143,122 | ||||||
Goodwill
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803,079 | 803,079 | ||||||
Total assets
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$ | 20,379,963 | $ | 22,103,615 | ||||
Liabilities and Equity
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Current liabilities:
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Bank loans and notes payable
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$ | 993,821 | $ | 1,022,826 | ||||
Accounts payable
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1,917,790 | 1,899,029 | ||||||
Accrued expenses
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1,332,418 | 1,289,138 | ||||||
Customer deposits
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915,183 | 1,315,309 | ||||||
Accrued compensation and benefits
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271,099 | 335,369 | ||||||
Total current liabilities
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5,430,311 | 5,861,671 | ||||||
Long-term liabilities:
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Bank loans and notes payable
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2,802,986 | 2,915,134 | ||||||
Total liabilities
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8,233,297 | 8,776,805 | ||||||
Equity
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Series A preferred stock ($0.01 par value, $10,000 face value)
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Common stock ($0.01 par value); 150,000,000 authorized,
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77,568,535 and 72,977,248 shares issued and outstanding
as of September 30, 2012 and June 30, 2012, respectively
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775,686 | 729,773 | ||||||
Additional paid-in capital
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82,155,435 | 80,363,519 | ||||||
Accumulated deficit
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(71,936,699 | ) | (69,053,909 | ) | ||||
Accumulated other comprehensive loss
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(1,584,680 | ) | (1,584,921 | ) | ||||
Total ZBB Energy Corporation Equity
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9,409,742 | 10,454,462 | ||||||
Noncontrolling interest
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2,736,924 | 2,872,348 | ||||||
Total equity
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12,146,666 | 13,326,810 | ||||||
Total liabilities and equity
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$ | 20,379,963 | $ | 22,103,615 |
ZBB Energy Corporation
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Condensed Consolidated Statements of Cash Flows (Unaudited)
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Three months ended September 30,
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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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$ | (3,019,714 | ) | $ | (1,675,448 | ) | ||
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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156,128 | 137,907 | ||||||
Amortization of intangible assets
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184,504 | 176,757 | ||||||
Stock-based compensation
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236,150 | 300,228 | ||||||
Changes in assets and liabilities
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Accounts receivable
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(709,159 | ) | (1,271,909 | ) | ||||
Inventories
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(919,521 | ) | (166,161 | ) | ||||
Prepaids and other current assets
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(156,195 | ) | 5,029 | |||||
Refundable income taxes
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(7,098 | ) | (56,710 | ) | ||||
Accounts payable
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18,761 | 661,880 | ||||||
Accrued compensation and benefits
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(64,270 | ) | (81,088 | ) | ||||
Accrued expenses
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20,465 | 111,823 | ||||||
Customer deposits
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(400,126 | ) | 263,233 | |||||
Net cash used in operating activities
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(4,583,594 | ) | (1,594,459 | ) | ||||
Cash flows from investing activities
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Expenditures for property and equipment
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(87,691 | ) | (601,804 | ) | ||||
Net cash used in investing activities
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(87,691 | ) | (601,804 | ) | ||||
Cash flows from financing activities
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Repayments of bank loans and notes payable
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(141,153 | ) | (75,501 | ) | ||||
Proceeds from issuance of Series A preferred stock
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- | 1,447,240 | ||||||
Proceeds from issuance of common stock
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1,744,688 | - | ||||||
Common stock issuance costs
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(143,009 | ) | (65,304 | ) | ||||
Proceeds from noncontrolling interest
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1,500 | - | ||||||
Net cash provided by financing activities
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1,462,026 | 1,306,435 | ||||||
Effect of exchange rate changes on cash and cash equivalents
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23,056 | (52,399 | ) | |||||
Net decrease in cash and cash equivalents
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(3,186,203 | ) | (942,227 | ) | ||||
Cash and cash equivalents - beginning of period
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7,823,217 | 2,910,595 | ||||||
Cash and cash equivalents - end of period
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$ | 4,637,014 | $ | 1,968,368 | ||||
Cash paid for interest
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$ | 46,753 | $ | 59,668 | ||||
Supplemental non-cash investing and financing activities:
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Issuance of common stock for discounted notes receivable
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- | $ | 1,440,960 |