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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EnSync, Inc. | |
Dated: September 28, 2015 | By: /s/ Bradley Hansen |
Name: Bradley Hansen | |
Title: Chief Executive Officer |
Exhibit No. | Exhibit Description |
99 |
Press release, dated September 28, 2015, issued by EnSync, Inc., furnished herewith
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Announced the name change from ZBB Energy Corporation to EnSync, Inc., dba EnSync Energy Systems. This new name represents a vision to enable the future of energy networks, synchronizing utility, and distributed generation and storage assets.
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The Company and Solar Power, Inc. (OTCBB: SOPW) announced and subsequently closed a global strategic partnership with an initial supply agreement valued between $80 Million and $120 Million. The historic solar energy and energy storage partnership includes a $33.4 million initial equity investment and targets SPI’s phenomenal growth as a PV Distributed Generation systems provider.
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Closed a Power Purchase Agreement (PPA) contract with the University of the Nations on the Island of Hawaii. The PPA includes ~400kW of photovoltaic panels, Agile Hybrid batteries, and a Matrix Energy Management System. It is estimated that the University will save more than $2.0M of electricity over the lifetime of the PPA.
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Created Holu Energy, in Honolulu, Hawaii, an 85% owned subsidiary of EnSync. Holu Energy is a distributed generation project development company, whose purpose is to secure systems and Power Purchase Agreement projects in Hawaii and the Pacific Islands.
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Signed a contract and received a down payment for a distributed energy generation system at Cayman Technology Centre, a 38,000 square foot office and retail complex in George Town, Grand Cayman. The system consists of an EnSync 500kWh hybrid energy storage system, an EnSync energy management system, a 380kW PV installation and an 800kW diesel generator. The system is designed to take the property completely off of the utility grid.
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Introduced the Matrix Energy Management System, EnSync’s breakthrough technology that revolutionizes energy management for behind the meter environments in Commercial, Industrial and Multi-tenant building applications. Matrix utilizes EnSync’s patented “Auto-Sync” DC-Bus Modular Control, that actively (vs. reactively) enables simultaneous operation of multiple AC and DC inputs and outputs without the need for a central controller. The plug and play design is the most flexible, efficient and economical way to customize application solutions for a distributed generation system in a commercial or industrial building. The Matrix can ensure that the most efficient and least cost electrons are utilized at any given moment. Furthermore, it provides a building asset owner the security of a future proof solution through new revenue streams in a simple and cost effective approach.
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Introduced the Agile Hybrid Series, the first commercial scale energy storage system incorporating multiple storage technologies into the same “bus”. This is critical because no battery technology is economical for the entire spectrum of “power” and “energy” applications. The only solution to this applications challenge in the C&I segment is battery technology hybridization.
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Developed a novel method for controlling hybrid storage systems without complex algorithms or a central controller. This intellectual property greatly simplifies the highly complex task of routing power and energy applications to the correct storage battery technology within a C&I or microgrid system.
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Received the first connection permit for installation of a Distributed Generation system incorporating energy storage and PV behind the meter in the State of Hawaii.
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Commissioned an aqueous storage system for off-grid agricultural irrigation on the Island of Oahu.
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Secured order with OATI for the Matrix Energy Management and Agile Hybrid Energy Storage systems. These systems, introduced just a few months ago, will be incorporated into the Microgrid South Campus of Open Access Technology International (OATI) in Bloomington, Minnesota, which will integrate new strategies for utilities to further optimize their power supply management efforts through reduced operational challenges and costs.
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The Company achieved the latest payment milestone under the Lotte Chemical utility-scale storage module project for the development and commercialization of a utility-scale flow battery module. The most recent milestone payment was based upon product design approval, which is now completed, and drives the start of procurement to build the 500kWh battery. The successful completion results in a 25% payment against the total contract value.
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Total revenue decreased to $313,178 as compared to $1,248,711.
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Total costs and expenses decreased to $3,844,764 from $5,333,115
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Loss from operations was $3,531,586 compared to a loss of $4,084,404.
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Net loss attributable to common shareholders was $3,498,657 compared to a loss of $4,176,221.
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Loss per share was ($0.09) compared to ($0.16).
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Total revenue decreased to $1,763,510 as compared to $7,851,607.
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Total costs and expenses decreased to $15,320,685 from $16,648,862.
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Loss from operations was $13,557,175 compared to a loss of $8,797,255
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Net loss attributable to common shareholders was $13,152,164 compared to a loss of $9,077,427.
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Loss per share was ($0.36) compared to ($0.46).
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Current backlog for components, systems and engineering services is approximately $2.9 million. Additionally, the Company has a current backlog of PPA contracts acquired at a value of approximately $6.7M that are expected to be sold with a margin following commissioning.
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EnSync, Inc.
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Consolidated Statements of Operations
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Three months ended June 30,
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Year ended June 30,
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2015
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2014
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2015
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2014
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Revenues
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Product sales
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$ | 41,000 | $ | 873,711 | $ | 992,162 | $ | 3,526,607 | ||||||||
Engineering and development
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272,178 | 375,000 | 771,348 | 1,325,000 | ||||||||||||
License
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- | - | - | 3,000,000 | ||||||||||||
Total Revenues
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313,178 | 1,248,711 | 1,763,510 | 7,851,607 | ||||||||||||
Costs and Expenses
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Cost of product sales
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58,774 | 1,196,785 | 841,928 | 2,895,547 | ||||||||||||
Cost of engineering and development
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64,904 | 96,906 | 267,127 | 206,102 | ||||||||||||
Advanced engineering and development
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1,996,130 | 1,844,635 | 6,420,191 | 5,244,953 | ||||||||||||
Selling, general, and administrative
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1,555,866 | 2,038,617 | 7,146,649 | 7,259,683 | ||||||||||||
Depreciation and amortization
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169,090 | 156,172 | 644,790 | 1,042,577 | ||||||||||||
Total Costs and Expenses
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3,844,764 | 5,333,115 | 15,320,685 | 16,648,862 | ||||||||||||
Loss from Operations
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(3,531,586 | ) | (4,084,404 | ) | (13,557,175 | ) | (8,797,255 | ) | ||||||||
Other Income (Expense)
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Equity in loss of investee company
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22,583 | (353,972 | ) | (495,119 | ) | (657,882 | ) | |||||||||
Gain on investment in investee company
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- | - | 1,257,407 | - | ||||||||||||
Interest income
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6,318 | 2,691 | 25,108 | 5,635 | ||||||||||||
Interest expense
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(48,962 | ) | (22,437 | ) | (128,009 | ) | (147,105 | ) | ||||||||
Other income (expense)
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(3,261 | ) | - | (277 | ) | 896 | ||||||||||
Total Other Income (Expense)
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(23,322 | ) | (373,718 | ) | 659,110 | (798,456 | ) | |||||||||
Loss before benefit for Income Taxes
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(3,554,908 | ) | (4,458,122 | ) | (12,898,065 | ) | (9,595,711 | ) | ||||||||
Benefit for Income Taxes
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(86,455 | ) | 4,437 | (86,455 | ) | (82,411 | ) | |||||||||
Net loss
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(3,468,453 | ) | (4,462,559 | ) | (12,811,610 | ) | (9,513,300 | ) | ||||||||
Net loss attributable to noncontrolling interest
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44,451 | 353,972 | 407,672 | 657,882 | ||||||||||||
Gain attributable to noncontrolling interest
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- | - | (481,870 | ) | - | |||||||||||
Net Income (Loss) Attributable to EnSync, Inc.
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(3,424,002 | ) | (4,108,587 | ) | (12,885,808 | ) | (8,855,418 | ) | ||||||||
Preferred Stock Dividend
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(74,655 | ) | (67,634 | ) | (266,356 | ) | (222,009 | ) | ||||||||
Net Loss Attributable to Common Shareholders
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$ | (3,498,657 | ) | $ | (4,176,221 | ) | $ | (13,152,164 | ) | $ | (9,077,427 | ) | ||||
Net Loss per share
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Basic and diluted
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$ | (0.09 | ) | $ | (0.16 | ) | $ | (0.36 | ) | $ | (0.46 | ) | ||||
Weighted average shares-basic and diluted
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39,073,084 | 25,341,195 | 36,944,116 | 19,853,579 | ||||||||||||
See accompanying notes to consolidated financial statements.
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EnSync, Inc.
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Consolidated Balance Sheets
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June 30, 2015
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June 30, 2014
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Assets
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Current assets:
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Cash and cash equivalents
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$ | 10,757,461 | $ | 10,360,721 | ||||
Restricted cash on deposit
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60,193 | 69,901 | ||||||
Accounts receivable, net
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113,093 | 1,051,024 | ||||||
Inventories, net
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1,198,117 | 1,352,970 | ||||||
Prepaid expenses and other current assets
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441,537 | 295,814 | ||||||
Deferred financing costs
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545,825 | - | ||||||
Refundable income tax credit
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- | 91,191 | ||||||
Note receivable
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159,107 | - | ||||||
Total current assets
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13,275,333 | 13,221,621 | ||||||
Long-term assets:
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Property, plant and equipment, net
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4,164,912 | 4,382,203 | ||||||
Investment in investee company
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2,408,528 | 1,646,240 | ||||||
Goodwill
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803,079 | 803,079 | ||||||
Total assets
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$ | 20,651,852 | $ | 20,053,143 | ||||
Liabilities and Equity
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Current liabilities:
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Current maturities of bank loans and notes payable
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$ | 324,626 | $ | 351,142 | ||||
Accounts payable
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1,056,744 | 589,642 | ||||||
Accrued expenses
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1,129,166 | 2,621,479 | ||||||
Customer deposits
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1,177,155 | 741,145 | ||||||
Accrued compensation and benefits
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235,351 | 195,181 | ||||||
Total current liabilities
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3,923,042 | 4,498,589 | ||||||
Long-term liabilities:
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Bank loans and notes payable, net of current maturities
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1,053,581 | 2,045,127 | ||||||
Total liabilities
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4,976,623 | 6,543,716 | ||||||
Commitments and contingencies (Note 13)
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Equity
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Series B redeemable convertible preferred stock ($0.01 par value, $1,000 face value) 3,000 shares authorized and issued, 2,575 shares outstanding,
preference in liquidation of $5,635,866 and $5,347,994 as of June 30, 2015 and June 30, 2014, respectively
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26 | 26 | ||||||
Common stock ($0.01 par value); 150,000,000 authorized, 39,129,334 and 25,651,389 shares issued and outstanding as of June 30, 2015
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and June 30, 2014, respectively
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1,099,608 | 964,828 | ||||||
Additional paid-in capital
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117,104,936 | 102,286,450 | ||||||
Accumulated deficit
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(102,674,049 | ) | (89,788,242 | ) | ||||
Accumulated other comprehensive loss
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(1,589,486 | ) | (1,599,875 | ) | ||||
Total EnSync, Inc. equity
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13,941,035 | 11,863,187 | ||||||
Noncontrolling interest
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1,734,194 | 1,646,240 | ||||||
Total equity
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15,675,229 | 13,509,427 | ||||||
Total liabilities and equity
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$ | 20,651,852 | $ | 20,053,143 | ||||
See accompanying notes to consolidated financial statements.
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EnSync, Inc.
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Consolidated Statements of Cash Flows
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(Unaudited)
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Year ended June 30,
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2015
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2014
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Cash flows from operating activities
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Net loss
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$ | (12,811,610 | ) | $ | (9,513,300 | ) | ||
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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644,790 | 736,551 | ||||||
Amortization of intangible assets
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- | 411,073 | ||||||
Amortization of discounts and debt issuance costs on notes payable
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- | 14,566 | ||||||
Stock-based compensation, net
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1,263,529 | 962,361 | ||||||
Equity in loss of investee company
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495,119 | 657,882 | ||||||
Gain on investment in investee company
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(1,257,407 | ) | - | |||||
Interest accreted on note receivable
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(9,107 | ) | - | |||||
Changes in assets and liabilities
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Accounts receivable
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937,931 | (604,099 | ) | |||||
Inventories
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154,853 | 1,219,306 | ||||||
Prepaids and other current assets
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(145,723 | ) | (85,838 | ) | ||||
Refundable income taxes
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91,191 | 46,037 | ||||||
Accounts payable
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467,102 | 18,710 | ||||||
Accrued expenses
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(1,473,945 | ) | 1,872,642 | |||||
Customer deposits
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436,010 | (1,453,117 | ) | |||||
Accrued compensation and benefits
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40,170 | 30,744 | ||||||
Net cash used in operating activities
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(11,167,097 | ) | (5,686,482 | ) | ||||
Cash flows from investing activities
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Change in restricted cash
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9,708 | (9,901 | ) | |||||
Expenditures for property and equipment
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(427,499 | ) | (51,543 | ) | ||||
Issuance of note receivable
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(150,000 | ) | - | |||||
Net cash used in investing activities
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(567,791 | ) | (61,444 | ) | ||||
Cash flows from financing activities
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Payment of deferred financing costs
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(545,825 | ) | - | |||||
Repayments of bank loans and notes payable
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(1,018,062 | ) | (929,403 | ) | ||||
Proceeds from issuance of preferred stock and warrants
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- | 3,000,000 | ||||||
Preferred stock issuance costs
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- | (96,967 | ) | |||||
Proceeds from issuance of common stock
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14,837,760 | 14,231,250 | ||||||
Common stock issuance costs
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(1,148,023 | ) | (1,194,786 | ) | ||||
Contributions of captial from noncontrolling interest
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13,756 | - | ||||||
Net cash provided by financing activities
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12,139,606 | 15,010,094 | ||||||
Effect of exchange rate changes on cash and cash equivalents
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(7,978 | ) | 1,932 | |||||
Net increase in cash and cash equivalents
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396,740 | 9,264,100 | ||||||
Cash and cash equivalents - beginning of year
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10,360,721 | 1,096,621 | ||||||
Cash and cash equivalents - end of year
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$ | 10,757,461 | $ | 10,360,721 | ||||
Supplemental disclosures of cash flow information:
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Cash paid for interest
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$ | 114,236 | $ | 147,106 | ||||
Cash received from foreign income tax credit
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- | 133,996 | ||||||
See accompanying notes to consolidated financial statements.
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