barnyarddog
2 weeks ago
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: October 2024
Commission file number: 001-41226
A.C.N. 650 026 314 Limited
(In Liquidation) (Receivers and Managers Appointed)
(formerly named Tritium DCFC Limited)
(Translation of registrant’s name into English)
48 Miller Street
Murarrie, QLD 4172
Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
As previously reported, on April 18, 2024, Peter James Gothard, James Douglas Dampney, and William Martin Colwell of KPMG (referred to hereinafter in the singular as the “Administrator”) were appointed as joint and several administrators of A.C.N. 650 026 314 Limited (formerly Tritium DCFC Limited) (Administrators Appointed) (Receivers and Managers Appointed) (the “Company”) and three of its Australian subsidiaries, A.C.N. 095 500 280 Limited (formerly known as Tritium Pty Ltd) (Administrators Appointed) (Receivers and Managers Appointed), A.C.N. 145 324 910 Limited (formerly known as Tritium Holdings Pty Ltd) (Administrators Appointed) (Receivers and Managers Appointed), and Tritium Nominee Pty Ltd (Administrators Appointed), pursuant to Section 436A of the Australian Corporations Act 2001 (the “Act”) (the “Voluntary Administration”). On April 19, 2024, Shaun Fraser, Kathy Sozou, Matthew Hutton and William Harris of McGrathNicol were appointed as Receivers and Managers of the Company and two of its Australian subsidiaries, A.C.N. 095 500 280 Limited (formerly known as Tritium Pty Ltd) and A.C.N. 145 324 910 Limited (formerly known as Tritium Holdings Pty Ltd) (the “Receivers”).
The Receivers have advised the Administrator that:
· as previously reported, the Receivers executed a Business Sale Agreement on August 8, 2024 on behalf of, among others, the Company for the sale of substantially all of the Company’s assets, with the proceeds thereof to be used entirely to satisfy a portion of the claims of the Company’s secured creditors net of transaction costs and other deductions (the “Transaction”);
· the Transaction was completed on September 10, 2024 (“Completion”), with the effect that the Company no longer has an operating business or any material assets; and
· as a term of the sale, the Receivers have changed the Company’s name to A.C.N. 650 026 314 Limited so as not to refer to the name “Tritium”.
The Administrator held the second meeting of creditors in the Voluntary Administration on September 27, 2024 in accordance with Section 439A of the Act and the extension of the convening period provided by Federal Court of Australia pursuant to section 439A(6) of the Act (the “Second Meeting of Creditors”). Resolutions were passed for the winding up of the Company and its three Australian subsidiaries at the Second Meeting of Creditors (the “Resolutions”), and, as a consequence, on September 27, 2024, Peter James Gothard, James Douglas Dampney, and William Martin Colwell of KPMG (referred to hereinafter in the singular as the “Liquidator”) were appointed as joint and several liquidators of the Company and its three Australian subsidiaries.
In accordance with the Resolutions, the Liquidator will proceed to complete the winding up and ultimately deregister the Company and its Australian subsidiaries in accordance with applicable Australian law.
Upon completion of the winding up of the Company, its outstanding equity securities, including its ordinary shares and warrants, will have no value and will cease to exist.
FORWARD LOOKING STATEMENTS
This Report on Form 6-K contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are made only as of the date of this Report on Form 6-K. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “may,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this Report on Form 6-K include statements regarding the Company’s ability to successfully complete the Transaction and voluntary administration and the effects thereof on the Company’s securities. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual result or timing to be materially different from the information contained in any forward-looking statements. These risks, uncertainties and other factors include, without limitation, those risks discussed under Item 3.D “Risk Factors” of the Company’s most recently filed Annual Report on Form 20-F, together with those risks disclosed in its subsequent filings with the Securities and Exchange Commission. As a result of these factors, the Company cannot assure you that the forward-looking statements in this Report on Form 6-K will prove to be accurate. Investors should not place undue reliance upon forward-looking statements. The Company undertakes no obligation to update any forward-looking statements, except to the extent required by applicable law.
Take notice that (i) the Receivers were jointly and severally appointed as receivers and managers of the Company on April 19, 2024; (ii) the Receivers are acting as agents of the Company and are not acting personally; (iii) the Receivers will not incur any personal liability whatsoever in respect of any claim, action, suit, loss, damage, cost or expense suffered or incurred by any person arising out of any act of the Company, transaction entered into by the Company or otherwise; and (iv) if, despite this foregoing, the Receivers do incur any personal liability, the Receivers’ liability is limited to the extent to which the Receivers are entitled to be indemnified for that liability out of the assets of the Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
A.C.N. 650 026 314 Limited (formerly Tritium DCFC Limited) (In Liquidation) (Receivers and Managers Appointed)
(Registrant)
By: /s/ Peter Gothard
Name: Peter Gothard
Title: Joint and several liquidator, without personal liability
Date: October 18, 2024
https://www.otcmarkets.com/filing/html?id=17904106&guid=1xL-kaqrKG7-B3h
barnyarddog
2 weeks ago
Tritium DCFC Limited (DCFC) Q4 2023 Earnings Call Transcript
Sep. 22, 2023 1:25 PM ET
https://seekingalpha.com/article/4636806-tritium-dcfc-limited-dcfc-q4-2023-earnings-call-transcript
A recording of this call will also be available on the Investor section of our company’s website. With that, I am pleased to turn the call over to Jane Hunter, Tritium’s Chief Executive Officer.
Jane Hunter
Thank you, Cary. Hello, everyone, and thank you for joining us. We’re excited to be reporting on the fiscal year ending June 30 and Tritium’s achievements over the first half of the 2023 calendar year. The highlights are record revenue that beat guidance for the first half of the calendar year, and material gross margin improvement year-over-year.
The Tennessee factory continues to scale successfully, with record unit production, and we’ve secured some exciting new strategic customer partnerships. Service revenue achieved record levels and highlights a growing source of recurring and high-margin business for the company. We’ve long held the belief that the virtuous asset cycle of hardware installations will resemble the razor blades to rise as analogy, where the charger becomes a multiyear source of recurring revenue throughout its 10-year operating life and beyond.
Working with our customers to upgrade their fleets to the latest model technology at the right time for their business is another beneficial aspect of Tritium’s life cycle mindset. This vision is coming to fruition as we enter more service level agreements with our customers, with many under negotiation. We’re also starting to see the very start of older fleets seeking charger upgrades to our modular technology, and we’re both capturing revenue and saving expense via parts that can be reconditioned and recycled back into service, both in and out of warranty.
We ended the production of our first generation of fast charges this year, and we’re now building 2 key product lines, our RTM 50 and 75-kilowatt charges and our PKM 150-kilowatt charger.
Both of these models are part of our modular scalable charging platform, which is achieving, on average, an improvement of 1.5 to 2 percentage points higher average uptime than our nonmodular technology, as we’ve modeled for this latest generation product suite.
This change has simplified manufacturing, field services and inventory and is contributing to us achieving record uptime across our global fleet, where we’ve sold over 13,000 DC fast chargers across 47 countries, mainly in the U.S., Europe and Australia and New Zealand. Of these, more than 13,000 fast charges, there are close to 5,000 charges on our remote service and support network, both in and out of warranty, which are providing us with rich telemetry data that we’re working on with our partners at Palantir to monetize through our new MyTritium software platform, which we plan to launch before the end of the year.
We continue to supply our valued customers, including BP, Shell and Nel, Revel and EV networks among many others, and we thank them for their ongoing trust in our products and for their partnership and support.
In the second half of 2023 and into 2024, we anticipate sharing details of new customer partnerships that we expect to add considerably to our sales order and pipeline. Overall, this was a great year for Tritium on a number of fronts, but I want to highlight today that the company is reporting revenue results that reflect the best fiscal and first half calendar year in Tritium’s history.
Fiscal year 2023 revenue was $185 million, an increase of more than 115% over the previous fiscal year revenue of $86 million. We achieved record revenue of $112 million for the first half of the 2023 calendar year, an increase of more than 286% over the $29 million revenue from the first half of the 2022 calendar year, meaningfully exceeding the midpoint of the company’s previously updated guidance for the calendar year published in May 2023.
The company achieved a gross margin of 4% for the first half of the 2023 calendar year, a very significant improvement compared to a gross margin of negative 18% for the first half of the 2022 calendar year. This nearly 2,200 basis point improvement in the year-over-year period, reflects the successful ramp-up of our Tennessee factory, which was being fitted out and staffed from March through August of 2022.
This margin improvement also reflects the price increases we’ve negotiated for our products to counter the inflationary impacts of COVID and the component and freight premiums that were headwinds during ‘21 and ‘22. The easing of supply chain disruption has materially improved our DIFOT or Delivery In Full On time, which was 92% on June 30. It’s also significantly reduced the use of airfreight for finished goods, which dropped by 68% in the second half of the fiscal year compared to the first half.
We’re very proud of these results, which we achieved despite the challenges of continued long lead times for semiconductors, though they’re now reducing rising prices of raw materials, a tight labor market and the scale-up of our new factory in Tennessee.
Sales orders were $146 million for the fiscal year and $56 million for the six-month period ending June 30. Order backlog was approximately $99 million on June 30. We have a strong sales pipeline, and we anticipate sales orders and the pipeline will grow in the second half of the calendar year, as customer forecasts for 2024 and 2025 installations are expected to translate into purchase orders, and some new large customers, both secured or in the final stage contract negotiations can be expected to place their orders.
As a result of our current backlog and the strong revenue performance in the first half of this calendar year, we’re reconfirming our revenue guidance in the range of $210 million to $225 million, and our gross margin guidance in the range of 10% to 12% for the 2023 calendar year.
The company set a new production record for the fiscal year ended June 30, building 7,800 units compared with 3,700 units for the prior fiscal year. Additionally, the company set a new production record for the six-month period ending June 30, building 5,100 units, compared with 2,700 units for the previous six-month period.
We’ve seen an increasing trend of sales of our higher power PKM 150-kilowatt charger versus our RTM 50 and 75-kilowatt charger. The PKM150 has a higher average sales price and gross margin, but a slower takt time and a lower production rate. So we, therefore, expect to see less than 11,000 units built in the 2023 calendar year, while guidance on gross margin and revenue remains as previously published, due to this higher power product mix, along with the benefit of chargers with price increases now hitting our production lines.
We continue to believe that Tritium has the largest published production plans for DC fast chargers outside of China, and the largest planned production capacity onshore in North America.
Tritium’s working capital and cash balance have been a topic of concern for our shareholders, as we seek greater liquidity in advance of our guided EBITDA positive status in 2024. The technology sector and the EV category, in particular, have been depressed across the United States capital markets, and global macroeconomic conditions continue to dampen equity capital activity in Australia.
These headwinds have made it difficult for listed green tech companies to raise funds in the U.S. and in Australia. Despite this macroeconomic environment, in September 2023, following this reporting period, the company secured a financing commitment of up to $75 million, with an initial funding of $25 million. This is on top of the $40 million that we secured in May, from two of our existing large shareholders. The company intends to use the proceeds to invest in working capital to meet expected continued strong cost of demand in the 2024 calendar year.
Additionally, the company had inventory assets valued at $140 million at June 30, comprised of finished goods, raw materials and work in progress, compared to total inventory assets valued at $56 million for the same time frame in the prior fiscal year.
The company maintains a differentiated DC fast charger with a patented design, remaining the world’s only fully liquid cooled IP65-rated fast-charging technology. Tritium’s PKM 150-kilowatt charger also has a unique distributed architecture, compared to the distributed architecture of our competitors, allowing for site services and outages to impact only the charger being serviced or with a fault, rather than the entire charging site. Plus seamless 1-kilowatt incremental power sharing, also means there are no underutilized power modules.
Our technology road map sees us launching a Buy America and NEVI-compliant 400-kilowatt modular and scalable charger in 2024, which will be a fully liquid cooled and IP65-rated distributed charging system. We’ve already received a high level of interest from existing and potential customers to purchase units as soon as they become available in the second half of 2024.
This model will allow customers to add 250 miles of range to their EV in about 10 minutes, which we expect to appeal to public charging network operators as well as fleet and commercial customers. While many of our customers have an interest in this higher power category, we continue to see a sizable and growing demand for our current suite of modular scalable solutions, particularly our 150-kilowatt charger, which is rightsized for the charge curve of the majority of current EV batteries, while our RTM 50 and 75 is perfect for retail and urban top-up use cases.
Customers pursuing installations of products requiring greater pull from the grid are facing increasing delays, costs and permitting challenges and the scalable 150-kilowatt charger is a right-sized solution for sites, allowing customers to start with fewer modules than increase their charger power levels when they increase their site power capacity and as driver utilization grows at their sites.
Our product road map also includes the 50-kilowatt fleet product with 24 50-kilowatt wall units, running off the PKM400 rectifier unit on a DC bus architecture as well as a 1-megawatt charger for ferries, buses and trucks. We anticipate sharing more news on these efforts in 2024.
On sales, we’ve secured several new strategic customer partnerships over the fiscal year. More recently, including a major European utility, a U.S. headquartered company with a global fleet and a global automotive OEM. Additionally, we have some near-term major customer agreements in the final stages of contract negotiation. We look forward to announcing these partnerships in conjunction with the preferred timing of our valued customers.
We were very pleased to secure a large order from ChargeNet, the biggest network in New Zealand, to upgrade their hard-working fleet of RT 50-kilowatt chargers with our latest modular RTM 75-kilowatt charger. We’re very proud of this partnership and the trust an existing customer places in Tritium’s technology to upgrade their fleet. This sale will extend our longevity, brand and drive trust in the New Zealand market for many years to come.
In July, we announced an order to supply all the chargers for the state of Hawaii’s first round of national electric vehicle infrastructure funding, becoming the first charger manufacturer to secure an order through NEVI.
And we’ve since received a second order for PKM150 from the state of Hawaii, through their partnership with sustainability partners. We were very excited to win this state funding. Hawaii is the most isolated island community on the planet and a trailblazer in promoting sustainability.
We started our sales campaign in the Middle East, which we see as a growing market opportunity for electrification, especially well suited to Tritium’s IP65-rated liquid cool chargers, due to the heat and dust, which placed significant load on air-filtered chargers.
In July, we hosted an important event at our Brisbane facility, as we welcomed the U.S. Secretary of State, Antony Blinken and U.S. Ambassador to Australia, Caroline Kennedy, to the company’s headquarters to discuss the importance of bilateral economic partnerships between the U.S. and Australia, and we [Technical Difficulty] and Tritium.
We expect the sales of service level agreements and remote monitoring services to grow significantly in the coming years due to a combination of a rapidly expanding installed base of chargers, increasing driver and government demand for high uptime for charging equipment and an evolving customer base, with more large customers.
These service contracts will provide a guarantee of rapid response times to our customers and the driving public, and are expected to become a long-term source of recurring revenue for Tritium.
Services revenue was $9.3 million for the fiscal year, an 86% increase from last year, with gross margin growing to 39%. Our commitment to product quality, spanning our hardware, software and service offerings is a key differentiator and competitive advantage for Tritium.
In recent months, we have been proud to see our EV charging customer, bp pulse, achieving over 97% uptime across their Tritium charger networks in Australia and New Zealand. U.K. customer, evyve, also recently published their achievement of 98% uptime across their fleet of 150 trillion fast chargers and the CEO of Australia’s largest public fast charging network, EV Networks, advised me today, they’re achieving 98% uptime per charger across their Tritium fleet.
These high uptime achievements are a major strategic objective for the business and a verification of our world-leading technology. Beyond those named customers, our global fleet data shows a growing number of customers across the fuel fleet and charging network segments, who are achieving between 97% and 99% uptime across their Tritium charger networks.
We’re very pleased to deliver these excellent revenue and margin results for our shareholders, and we intend to continue our operational execution to plan. As we look forward, we’re excited about the potential growth of our services business, and the launch of our MyTritium software platform as well as the ongoing development at our PKM400 ultrafast liquid cool charger, and most importantly, about supporting our customers’ charging requirements.
We’re extremely proud of the world-leading uptime we’re achieving in comparison with our peers. And each one of our customers who reaches the 97% to 99% club, is of course for celebration across our team.
Finally, as the leader of this company, I want to thank the Tritium team for their incredible efforts and their dedication to our mission and to our customers. I and my leadership team, are very focused on increasing shareholder value. We think that gets done by meeting and exceeding our market guidance, and that’s what we’ve done, despite the headwinds of 2 consecutive years of a capital-constrained market for a pre-profit business.
We’re laser focused on becoming EBITDA positive, and we think these revenue and margin achievements were the right milestones to focus on, in order to attain that goal. We greatly appreciate your interest in Tritium. And with that, I’ll turn the call over to our CFO, Rob Topol.
chm7283
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