CHINA JOINT VENTURE

3 Months Ended

Sep. 30, 2018

Equity Method Investments and Joint Ventures [Abstract]

NOTE 3 - CHINA JOINT VENTURE

On August 30, 2011, the Company entered into agreements providing for the establishment of a joint venture to develop, produce, sell, distribute and service advanced storage batteries and power electronics in China (the “China Joint Venture”). The China Joint Venture was established upon receipt of certain governmental approvals from China which were received in November 2011. China Joint Venture partners include the Company’s sixty percent owned subsidiary, ZBB PowerSav Holdings Limited (“Holdco”), AnHui XinLong Electrical Co., Wuhu Huarui Power Transmission and Transformation Engineering Co. and Wuhu Fuhai-Haoyan Venture Investment, L.P., a branch of Shenzhen Oriental Fortune Capital Co., Ltd.

The China Joint Venture operates through a jointly-owned Chinese company located in Wuhu City, Anhui Province named Anhui Meineng Store Energy Co., Ltd. (“Meineng Energy”). Meineng Energy manufactures certain products for the Company pursuant to a supply agreement under which the Company pays Meineng Energy 120% of its direct costs incurred in manufacturing such products. In addition, pursuant to a License Agreement (as amended on July 1, 2014) between Holdco and Meineng Energy, Meineng Energy assembles and manufactures certain of the Company’s products for sale in the power management industry on an exclusive, royalty-free basis in mainland China and on a non-exclusive, royalty-free basis in Hong Kong and Taiwan. Pursuant to a Research and Development Agreement with Meineng Energy, Meineng Energy may request the Company to provide research and development services upon commercially reasonable terms and conditions. Meineng Energy would pay the Company’s fully-loaded costs and expenses incurred in providing such services. The Company has the right to appoint a majority of the members of the Board of Directors of Holdco and Holdco has the right to appoint a majority of the members of the Board of Directors of Meineng Energy.

Pursuant to a Joint Venture Agreement between Holdco and Anhui Xinrui Investment Co., Ltd, a Chinese limited liability company, and subsequent investment agreements, Meineng Energy has been capitalized with approximately $14.8 million of equity capital as of September 30, 2018 and June 30, 2018.

The Company’s investment in Meineng Energy was made through Holdco. Pursuant to a Limited Liability Company Agreement of Holdco between ZBB Cayman Corporation, the Company’s wholly-owned subsidiary, and PowerSav New Energy Holdings Limited (“PowerSav”), the Company contributed technology to Holdco via a license agreement with an agreed upon value of approximately $4.1 million and $200,000 in cash in exchange for a 60% equity interest. The Company’s basis in the technology contributed to Holdco was $0 due to US GAAP requirements related to research and development expenditures. The difference between the Company’s basis in this technology and the valuation of the technology by Meineng Energy of approximately $4.1 million is accounted for by the Company through the elimination of the amortization expense recognized by Meineng Energy related to the technology. PowerSav agreed to contribute to Holdco $3.3 million in cash in exchange for a 40% equity interest. For financial reporting purposes, Holdco’s assets and liabilities are consolidated with those of the Company and PowerSav’s 40% interest in Holdco is included in the Company’s condensed consolidated financial statements as a noncontrolling interest. As of September 30, 2018 and June 30, 2018, the Company’s indirect investment in Meineng Energy, after accounting for the Company’s share of the earnings or losses, was $870,001 and $831,433, respectively. As of September 30, 2018 and June 30, 2018, the Company’s indirect investment percentage in Meineng Energy equals approximately

The Company’s President and Chief Executive Officer (“President and CEO”) has served as the Chief Executive Officer of Meineng Energy since December 2011. The President and CEO owns an indirect 6% equity interest in Meineng Energy.

Pursuant to a Management Services Agreement between Holdco and Meineng Energy (the “Management Services Agreement”), Holdco will provide certain management services to Meineng Energy in exchange for a management services fee equal to five percent of Meineng Energy’s net sales for the five year period beginning on the first day of the first quarter in which the Meineng Energy achieves operational breakeven results, and three percent of Meineng Energy’s net sales for the subsequent three years, provided the payment of such fees will terminate upon Meineng Energy completing an initial public offering on a nationally recognized securities exchange. To date, no management service fee revenues have been recognized by Holdco under the Management Services Agreement.

Activity with Meineng Energy is summarized as follows:

	Three months ended September 30,
	2018		2017
Product sales to Meineng Energy	$	-	$	13,008
Cost of product sales to Meineng Energy		-		11,211
Product purchases from Meineng Energy		54,561		12,900

The total amount due to Meineng Energy is as follows:

		September 30, 2018				June 30, 2018
Net amount due to Meineng Energy		$	(19,527	)		$	(33,822	)

The operating results for Meineng Energy are summarized as follows:

	Three months ended September 30,
	2018			2017
Revenues	$	3,170		$	4,646
Gross loss		(1,116	)		(1,086	)
Loss from operations		(277,767	)		(373,926	)
Net loss		(273,663	)		(346,905	)