ZBB Energy Corporation
Transcription
ZBB Energy Corporation
ZBB Energy Corporation IDEAS Investor Conference June 3rd, 2015 Forward Looking Statements THIS PRESENTATION INCLUDES FORWARD-LOOKING STATEMENTS THAT ARE MADE PURSUANT TO THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS INVOLVE INHERENT RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS, AS A RESULT OF VARIOUS FACTORS INCLUDING THOSE RISKS AND UNCERTAINTIES DESCRIBED IN THE RISK FACTORS AND IN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECTIONS OF OUR MOST RECENTLY FILED ANNUAL REPORT ON FORM 10-K AND OUR SUBSEQUENTLY FILED QUARTERLY REPORTS ON FORM 10-Q. WE URGE YOU TO CONSIDER THOSE RISKS AND UNCERTAINTIES IN EVALUATING OUR FORWARD-LOOKING STATEMENTS. WE CAUTION READERS NOT TO PLACE UNDUE RELIANCE UPON ANY SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. IN THIS DOCUMENT, WE REFER TO INFORMATION REGARDING POTENTIAL MARKETS FOR PRODUCTS AND OTHER INDUSTRY DATA. WE BELIEVE THAT ALL SUCH INFORMATION HAS BEEN OBTAINED FROM RELIABLE SOURCES THAT ARE CUSTOMARILY RELIED UPON BY COMPANIES IN OUR INDUSTRY. HOWEVER, WE HAVE NOT INDEPENDENTLY VERIFIED ANY SUCH INFORMATION. This presentation copyright 2014 by ZBB Energy Corporation 2 Additional Information and Where to Find It This communication may be deemed to be a solicitation of proxies in respect of the transactions contemplated by the securities purchase agreement with Solar Power Inc. described above (the “Purchase Agreement”). In connection with the proposed transaction, ZBB intends to file a proxy statement and other relevant materials with the U.S. Securities and Exchange Commission (the “SEC”). The definite proxy statement will be sent or given to the shareholders of the Company and will contain important information about the Purchase Agreement, its related transactions and other related matters. SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other relevant materials (when they become available) and other documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from the Company be contacting Investor Relations by telephone at (262) 253-9800 or by going to the Company’s Investor Relations page on its corporate website at www.zbbenergy.com. Participants in the Solicitation The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended June 30, 2014, which was filed with the SEC on September 29, 2014, and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on October 9, 2014. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. We are in the Beginning Stages of an Enormous Energy Supply Transition that will Last for Decades The World is Migrating Away from a “Coal Powered Economy” ZBB Energy Enables The Transition to Distributed Energy Generation 4 Perfect Storm In the Electric Grid Electric grid and utilities face major upcoming challenges: “Battery storage for residential, commercial, and utility-scale customers is one of the most anticipated developments in the energy space” – Rapid proliferation of intermittent distributed renewables – Reductions in coal and nuclear base-load generation – Aging infrastructure and concerns over security and reliability – Significant under investment in transmission and distribution equipment – Consumers are facing higher demand charges, higher electricity prices and more frequent power disruptions ‒ Peter Rive, Co-founder and CTO, SolarCity – Local air quality problems are severe in China New U.S. Electric Generation Capacity, Q1 ‘14 Problems faced by the grid are solvable by combining grid intelligence and energy storage – Use energy storage as “shock absorber” for renewables – Create a flexible and dependable grid by time-shifting energy during periods of high demand or low generation – Lower energy prices through building and grid intelligence Natural Gas 4% Wind 20% Solar Geothermal Wind Geothermal 1% – Convert buildings into a smart energy network Solar 74% Natural Gas Other Source: GTM Research, FERC Energy Infrastructure Update, March 2014. Note: FERC Energy Infrastructure Update report used for all technologies other than solar. SMI data on PV and CSP used for solar and converted to Mwac using a 0.87 DC-to-AC derate factor for distributed solar and a 0.77 factor for utility solar 5 ZBB is a Technology Leader Poised to Capitalize on the Coming Energy Storage Megatrend 6 Company Overview Snapshot ZBB is a global leader in smart energy storage systems Our systems enable the penetration of renewables ZBB is focused on the Commercial / Industrial building, utility and off-grid market segments Our market opportunity is forecast to be over $100 B between now and 2020 ZBB intelligent power routing technology delivers uninterrupted electricity from multiple sources - grid, renewables, battery Proprietary flow battery technology with key advantages for long discharge energy storage needed by grid Recent Announcements Ticker / Exchange ZBB/ NYSE MKT Stock Price (5/14/2015) $0.90 Volume (3 month ave.) 450,000/day Basic Shares Outstanding 39.1 M Basic Market Cap $35.2 M Cash and Equivalents (3/31/15) $15.0 M Equity value of China JV - Meineng Energy $12.6 M Loans & Notes Payable $2.1M Employees ~60 Company Headquarters Menomonee Falls, WI ZBB Customers Executed a strategic partnership with Solar Power, Inc that includes $80-$120 M supply agreement Achieved 3rd party validation in Beijing for Agile flow battery, becoming the only advanced battery to Contracted to take a commercial building “off-grid” in the Cayman Islands 7 ZBB Energy on the Move January 6, 2015: ZBB Incorporates Power Purchase Agreement Model. Hawaii PPA Signed November 4, 2015: ZBB Announces GridStrong VAR Generator for Power Quality Improvement March 12, 2015: ZBB Announces Agile Flow Battery for Commercial and Industrial Buildings January 22, 2015: ZBB Ships World’s First Flow-Battery, Li Ion Hybrid Storage System April 17, 2015: ZBB Partners with SPI Solar for 80120MWh of PV Energy Storage March 31, 2015: ZBB Receives China 3rd Party Validation on Agile Flow Battery May 26, 2015: ZBB Announces Breakthrough Matrix Energy Management System May 5, 2015: ZBB Achieves Utility Battery DesignBuild Milestone May 12, 2015: ZBB Announces Agile April 22, 2015: ZBB Hybrid – Only Receives Contract Hybrid Battery for Off-Grid Power System Designed Station in the for C&I applications Cayman Islands Product Innovation, Partnership and Market Success Mega-Trend Market Opportunity BIG OPPORTUNITY: THE ENERGY STORAGE MARKET USD$B GWh Top 5 Markets in 2017 (in billions $) * Germany $10.0 UK $10.7 China $20.0 US $25.7 Japan $20.3 *Lux Research 9 ZBB’s Energy Management System Product Lines and Market Segments Power Control Systems and Power Quality Products Utilities Energy Storage Products Commercial and Industrial Buildings Utility Storage GridStrong Dist. Grid Control High-Voltage Power Control 10 Our Business Models Component Sales – – – – Inverters StatComs Batteries Energy Management System Sales – Utility Storage and Energy Management Systems – Commercial and Industrial Storage and Energy Management Systems – Service Contracts Electricity Sales – Power Purchase Agreements (PPAs) including ZBB, 3rd Party Equipment and Services – Initial cash intake from sale of equipment and services into PPA – Ongoing revenue stream based upon ownership % and size of PPA – Revenue recognition based upon ownership % 11 Commercial and Industrial Building Market • 5.5 million existing commercial, industrial, AOAO buildings in the USA alone, with more built every day1. In 2013, – 16,600,000 Commercial and Industrial Customers consumed ~$160 Billion in Electricity – 450,000 Occupied multi-tenant buildings pay high residential rates • Larger scale than single family home residential market provides opportunity to reduce cost and increase profits. • Number and complexity of applications enables differentiation and higher profit. 1 Source: Energy Star (US EPA; US DOE) 12 The Solar Market in the USA New U.S. Electric Generation Capacity, Q1 ‘14 Wind: 20% Solar Geothermal Wind Solar: 74% Natural Gas Other Source: GTM Research, FERC Where the Solar Goes 13 ZBB’s Storage is Integrated as Part of the Solar Systems in ~80% of the Market 1000kWh Daily 60kWh Daily 7kWh Daily • ZBB serves the Utility and the Commercial segments of the market, representing ~80% of the market • Tesla has entered the residential market with modified car battery cells 14 Two New Breakthrough Products for C&I Market Agile Hybrid Storage and Matrix Energy Management System ZBB Agile Flow Battery ZBB Li Ion • Configurable for any building, any application requiring discharge time from seconds to >8 hours • Power and Energy applications in one integrated platform • Only commercially available solution that covers all applications economically in the building • Simple, scalable, configurable, future proof building solution • Active prioritization of grid, renewables and storage produced electricity based upon most efficiency, economical result • Real time control of all AC, DC inputs & outputs - grid, storage, gen set, microturbine, DC lighting, fuel cell, flywheels, supercapacitors…. 15 C&I Economics Improve by Performing More Applications Requiring Energy Storage Most Economic Solution is ZBB Agile Hybrid Storage Systems Characteristic Power Applications • Renewable (Solar) Firming • Building Micro-turbine • Utility Frequency Applications Regulation • Power Quality • Back-up Power (UPS/Data) Required Discharge Time Hybrid Solution: Energy Applications • • • • Demand Response “Smart Export” Peak Shaving Bulk Energy “Movement” for Rate / Time Shifting • Back-up Energy (Elevator) <Seconds to 1 Hour 2 to 8 Hours ZBB Li Ion ZBB Agile Flow Battery 16 Example of One C&I Application Hawaii Elevator Back-Up Product • Buildings 7 floors or higher are mandated to have 2 hours of back-up power • Market share goal: 30% of the ~400 buildings in 2-years • Installed base is diesel gen set • Target sales = $30,000,000 • 20 year replacement requirement • This is only 1 application! • Total Hawaii market is 5,000 Elevators • Target market for next 2 year replacements is >400 buildings • Storage is a better alternative to a new diesel gen set – Resiliency – Incorporate small Solar and get additional value and tax credit • ZBB has a standard product: ~$250K ASP Installed System: 110kWh Hybrid Storage and Power Electronics 17 Example Off-Grid Commercial Complex System Project Cayman Technology Center – 38,000ft2 Complex ZBB Takes Site Off-Grid with Solar, Hybrid Storage, PCS, Gen Set Market for Off-Grid Island Energy Systems: Hundreds, if not thousands of Sites in the Caribbean Alone – Local Rate is ~$0.40/kWh 18 The Distributed Energy Generation Future ZBB Integrates Distributed Energy Generating Assets into the Utility Transmission Operator Distribution Operator Load Serving Entity Industrial Customer Distributed Resources Commercial Customer Aggregated Residential Customers Substation Generation Other Substations Energy Storage / Supply Response Network MultiDwelling Unit Diagram Courtesy of PG&E ZBB Energy Management Systems Integrate with Utility T&D Operation eg. Alcatel 7705 SAR-H Service Aggregation Router w/SNMP Interface 19 Supply and Demand Mismatch in California Q: How do you operate the grid with this intermittency? Source: California Independent System Operator 20 California’s Load Vs Generation Mismatch The more solar…..the worse it gets Utility Energy Storage Empower 1MWh Battery Module • • • • • • • • • 1MWh energy storage building block composed of 4 x 250kWh modules. 2 to 8 hour discharge times Standard high cube shipping container for easy deployment 250kW-500kW of power DC-bus voltage of 725-820 VDC Integrated battery management system with power electronics. -30 to +45C operation without external HVAC. Secure integration into utility communication network. Can be seamlessly integrated with Li Ion modules for both long and short discharge time applications. 1MWh in 40ft High Cube Container 2x250kWh Modules Grid Power Quality Improvement GridStrong Distribution Grid Control • Solves a wide variety of power quality and voltage stability issues Key component for Conservation Voltage Reduction (CVR) – reduce the voltage while maintaining power quality Enables higher density of solar energy supply without degrading power quality. Improves power quality in overloaded or edge of grid areas. Allows increase of loads in already heavily loaded areas, such as plug-in hybrid vehicles. • • • A VAR generator capable of both inductive and capacitive correction Adjustable response time, dead band and voltage control bands Pole mounted, with local indication and remote monitoring and control 23 Company Description Global Footprint Founded in USA, 2006 Listed on OTCQB; >$1B market capitalization >$1.5B line of credit >400 employees globally Presence in US, UK/Europe, China, Japan, and Australia markets Proven solar project development track record Leader in solar technology (smart solar) Recent Highlights Introducing “Solarbao” & “Solartao” Majority acquisitions of Convertergy Technology and Solar Juice Innovative online platforms for solar powerbased financing and e-commerce Launch of solarbao.com / solartao.com Addresses DG financing bottleneck in China Strategic partnership with ZBB >15 investment products sold since January 2015 launch Acquisitions of in operation solar assets in Italy and California ~$330M(1) total capital raised solartao.com targets online B2B solar market (1) Announced financings include pending options. 24 Proposed SPI Strategic Alliance Initial Supply Agreement for 40MW (80-120MWh) Supply Agreement Milestones MW Installed Est. $80-$120 million 15 10 10 YEAR TWO YEAR THREE 5 YEAR ONE YEAR FOUR Mega Watts Installed Additional Proposed Deal Terms: • • Investment valued at $33.4 million (closing, expected July 2015), consisting of a combination of Common Shares and Convertible Preferred Stock (convertible upon fulfilling supply agreement milestones). Warrants to purchase additional 50M shares of ZBB’s common stock for $36.7M after fulfillment of the Supply Agreement 25 China Opportunity and Meineng Energy Strong Position in the World’s Largest Solar Market Renewable Energy Integration Distributed Generation and Micro-Grid Transmission and Distribution Ancillary Services Electric Vehicle Energy Storage 44.2 GW 13.5 GW 70.0 GW 1.2 GW 8.1 GW 2014 – 2020 China Storage Installation Forecast Source: CNESA • China will install 17.8GW of solar in 2015, up 70% vs. 2014. Note: This would power 2.5% of US households! • SPI-ZBB relationship will significantly enhance sales in China, the largest solar market in the world. • ZBB owns ~30% equity of Meineng Energy, located in Wuhu, China • Meineng is the outsource partner for ZBB’s manufacturing, supply chain, R&D and test for all ZBB’s core products, with 100MWh/yr. battery capacity. • Closed financing round in 2H 2014, post financing valuation of ~$45M. • Recent 3rd party validation of the Agile Flow battery at the leading electric power product test center in China - Agile is the only non-Li Ion, non-Pb Acid battery technology to achieve this validation. Critical to grid connection. 26 Lotte Chemical – Lotte is an $18 Billion division of the Lotte Group ($50 Billion in assets) – $3 million design project for new 500kWh utility battery – Exclusive paid-up license for manufacturing & sales in Korea – Non-exclusive royalty bearing license to sell for balance of globeexcept China and US – Outsourced manufacturer of cell stacks for ZBB 27 ZBB Global Operations • 70,000 ft. sq. R&D and Pilot Production in Milwaukee, USA • 100 MWh Production Capacity in Wuhu, Anhui, China • Cell Stack Manufacturing in Milwaukee, USA and Daejeon, Korea (Lotte Chemical) WuHu, China Final Test Pilot Production and Prototype Assembly and Test - Milwaukee, WI 28 Financial Summary Balance Sheet As of March 31, 2015 Income Statement LTM as of March 31, 2015 $ in 000’s $ in 000’s Cash & Cash Equivalents $15,045 Revenue Current Assets $17,181 Gross Profit PP&E Total Assets $2,699 $420 $4,316 $24,685 Shares Outstanding Current Liabilities $3,881 Bank Loans & Notes Payable $2,134 Common Stock Total Liabilities $5,657 Stock Options Outstanding Stockholders’ Equity $19,029 As of March 31, 2015 39,101,209 (Weighted Avg Strike Price - $2.86) 1,664,778 RSUs Outstanding 2,067,494 Warrants (Weighted Avg Strike Price - $1.88) 2,933,752 Series B Convertible Preferred Shares 3,143,380 Fully Diluted Shares 48,910,613 29 Investment Summary Massive Need For Energy Storage ‒ Aging infrastructure and proliferation of renewables wreaking havoc on the grid and creating major pain points for consumers and utilities ‒ Greater than $100 Billion global market to 2020 Smart Technology Advantage ‒ Intelligent “auto synch” technology delivers uninterrupted electricity from multiple sources (grid, renewables, battery) ‒ Enables the use of hybrid storage-flow + Li ion Proven Battery Solutions ‒ First to flow battery market with substantial lead ‒ Hybrid flow + Li ion for buildings covers all applications ‒ Cost, safety, durability, and discharge time advantages Key Strategic Partners Experienced Leadership Team ‒ Strategic partnerships that require strong participation. ‒ Creation of strong global channels, supply chain and financial capability ‒ Positions the company for rapid, capital-efficient global growth ‒ Management team with extensive depth in sales and marketing, technology, engineering, and business development ‒ Board of Directors stacked with high caliber talent 30 Eric Apfelbach Chief Executive Officer eapfelbach@zbbenergy.com (608) 576-7549: cell Thank You Back-up Material Management Team and Board Management Team Board of Directors Eric Apfelbach, CHIEF EXECUTIVE OFFICER, DIRECTOR Paul Koeppe, CHAIRMAN OF THE BOARD • Joined ZBB in 2010 • Involved in multiple tech startups including: Virent & Alfalight • Previously at Applied Materials and Planar Systems, Inc. • • • • Brad Hansen, PRESIDENT AND COO, DIRECTOR • Joined ZBB in 2014 • Served as CEO of Anhui Meineng Energy • Previously worked for Applied Materials, Inc. and Boeing Kevin Dennis, VP ENGINEERING • Former Director of ABB Advanced power electronics business unit • 30 years of engineering & management experience in utility, power electronics & power control systems Dan Nordloh, EVP OF GLOBAL BUSINESS DEVELOPMENT • Joined ZBB in 2010 and is responsible for ZBB’s global growth strategy • Serves on the BoD of Anhui Meineng • Experience in global software, hardware and polymer tech Dilek Wagner, VP FINANCE • Joined ZBB in 2011 as a Financial Reporting Analyst • Promoted to Director of Financial Reporting in January 2013 • Previously a tax consultant and auditor for Ernst & Young and Deloitte Tony Siebert, VP PRODUCT MANAGEMENT • Over 20 years of experience in sales and engineering in the utility and industrial industries • Previously held leadership roles at American Semiconductor and ABB Ltd. Founder and CEO of Superconductivity Inc. Served as a member on the Board for Distributed Energy Systems Previously Director at Best Power and Northern Power Director of inContact (NASDAQ: SAAS) Richard A. Abdoo, DIRECTOR • Former Chairman and CEO of Wisconsin Energy Corporation • Director of AK Steel and NiSource • President of the environmental and energy consulting firm R.A. Abdoo & Co. Jim Ozanne, DIRECTOR • Former GE Capital Executive • Director of United Rentals • Has served in executive positions in the financial services industry since 1972 Manfred Birnbaum, DIRECTOR • • • • Former Executive of English Electric Corp Career at Westinghouse Electric Corp.; Director STW Resources Corp. Previously an independent management consultant in the energy and power industries Theodore Stern, DIRECTOR • Board Chairman of inContact (NASDAQ:SAAS) • Former Senior Executive and Board Member of Westinghouse and Vice Chairman of Superconductivity 33 ZBB Matrix IP and Know-How are Barriers to Entry Company A Function or Application Company Company B C Active Energy Synchronization for any or all DC and AC Inputs and Outputs without System Controller / Complex Algorithms Can manage every power and energy storage application under simultaneous operation Scalable and “Future Proof” for 20 Year service life ✔ ✗ ✗ ✗ ✔ ✗ ✗ ✗ ✔ ✗ ✗ ✗ Demand Response ✔ ✔ ✔ ✔ Frequency Regulation ✔ ✔ ✗ ✔ “Rate Shifting” ✔ ✔ ✗ ✔ “Peak Shaving” ✔ ✔ ✗ ✔ Demand Charge “Clipping” ✔ ✔ ✔ ✔ Renewable Firming ✔ ✔ ✗ ✔ 2015 ✗ ✗ ✗ Smart Export between Building and Utility T&D ✔ ✗ ✗ ✗ Microgrid Operation ✔ ✔ ✗ ✔ Max. Power Point Tracking ✔ ✗ ✗ ✔ 2015 ✗ ✗ ✗ Power Factor Correction and AC Bus Voltage Regulation ✔ ✔ ✗ ✔ Islanding ✔ ✔ ✗ ✔ Full Data Logging and Forecasting of Generation and Storage PV Panel Optimizer Integration 34 Who is SPI? A global leader in solar PV power solutions Focused enabler of downstream project development focusing on 4 major PV markets Operator of innovative, online energy e-commerce and investment platform www.solarbao.com, and online B2B marketplace www.solartao.com Based in Shanghai with global operations in the US, UK/Europe, Asia and Australia Overview Company Description Global Footprint Founded in USA, 2006 Listed on OTCQB; >$1B market capitalization >400 employees globally Presence in US, UK/Europe, China, Japan, and Australia markets Proven project development track record Leader in PV technology (smart solar) Recent Highlights Majority acquisitions of Convertergy Technology and Solar Juice Launch of solarbao.com / solartao.com Strategic partnership with ZBB Acquisitions of in operation PV assets in Italy and California ~$330M(1) total capital raised (1) Announced financings include pending options. Introducing “Solarbao” & “Solartao” Innovative online platforms for solar powerbased financing and e-commerce Addresses DG financing bottleneck in China >15 investment products sold since January 2015 launch solartao.com targets online B2B PV market International Management Team A seasoned team with solar, Internet and financing expertise Management Position Background Xiaofeng Peng Chairman Min Xiahou CEO Amy Liu CFO HK Cheong COO Stephen Kircher CSO Mark Ikauniks Head of Corp. Dev., M&A & IR Xiaofeng Lin CMO Yue Dong CTO Disciplined M&A Program May 8: Agreement to Acquire Controlling Interest in ConvertergyTechnology Oct 29: Framework Agreement to Acquire Shanghai All-Zip Roofing System Group Dec 5: Announced Acquisition of 9.9 MW New Jersey Project Oct 23: Agreements With GD Solar to Acquire and Develop Multiple PV Projects Oct 3: Completed Acquisition of Sinsin Renewable Jan 16: Agreement to Acquire 4.3 MW of Solar PV Projects in Italy Nov 17: Agreements with TBEA Xinjiang Sunoasis to Develop and Acquire Multiple Solar Projects in China Nov 12: Framework Agreement to Acquire Guodian Nailuen Tumed Left Banner PV Electricity Oct 24: Framework Agreement with ZhongNeng GuoDian to Acquire One of the Largest PV Project Development Companies in China Dec 12: MoU on HK$1.2bn Investment in Guocang Group Nov 18: Announced Definitive Agreement to Acquire and Develop Solar Project in Japan Jan 8: Completed Acquisition of Gonghe County Xinte Photovoltaic Apr 15: Acquired 30 MW of Solar PV Project Development Rights in Japan Apr 2: Acquisition of Aerojet Solar Projects Mar 31: Agreement to Acquire Majority Interest in Solar Juice Apr 17: Strategic Partnership with Leading Developer of Energy Storage Systems ZBB Apr 14: Acquired 50 MW of Solar PV Development Rights in the UK Strategic Partnership Strategy • Create a solar + storage alliance that has the products, channels and financial strength to be a leader in the top growth markets of the world. Key Partnership Terms • SPI signs an initial supply agreement for 40 MW’s of storage; estimated to be worth between $80 million and $120 million. • SPI invests $5.3 million to buy 8 million shares of common stock at $0.6678/share and $28 million for 28,048 shares of convertible preferred stock; ZBB receives $33.4 million at closing • Preferred stock can be converted to common in four tranches with execution of Supply Agreement. • SPI receives a warrant for 50 million shares at a price of $0.7346/share that can be exercised when the 40 MW supply contract is complete; ZBB receives $36.7 million in proceeds on exercise • SPI has one initial Board seat and will earn more with higher ownership • This transaction requires shareholder approval. A definitive proxy has been filed and a special meeting will be held on June 29th at ZBB HQ. ZBB China JV - Meineng Energy • Located in WuHu, China • 30 employees • Advanced test center with (4) 125kW and (5) 25kW Inverters, Yokogawa, Agilent and other test equipment and metrology • 3000m2 facility - 100MWh per year factory capacity • Complete supply chain management capability – All ZBB Battery and new ZBB Power Electronics products currently sourced in China by Meineng. • Sales and Service capability • ZBB ownership of ~30% share