Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2017 | Sep. 27, 2017 | Dec. 31, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | EnSync, Inc. | ||
Entity Central Index Key | 1,140,310 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 20,256,907 | ||
Trading Symbol | ESNC | ||
Entity Common Stock, Shares Outstanding | 55,604,327 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 11,782,962 | $ 17,189,089 |
Accounts receivable, net | 469,906 | 172,633 |
Inventories, net | 2,482,013 | 1,869,942 |
Prepaid expenses and other current assets | 239,340 | 600,591 |
Customer intangible assets | 8,249 | 76,293 |
Note receivable | 171,140 | 171,140 |
Costs and estimated earnings in excess of billings | 87,318 | 0 |
Deferred PPA project costs | 0 | 5,690,307 |
Deferred customer project costs | 104,800 | 419,765 |
Project assets | 114,971 | 1,190,853 |
Total current assets | 15,460,699 | 27,380,613 |
Long-term assets: | ||
Property, plant and equipment, net | 3,446,253 | 3,889,106 |
Investment in investee company | 1,947,728 | 2,165,626 |
Goodwill | 809,363 | 809,363 |
Right of use assets-operating leases | 150,214 | 27,264 |
Total assets | 21,814,257 | 34,271,972 |
Current liabilities: | ||
Current maturities of long-term debt | 317,497 | 332,707 |
Accounts payable | 487,185 | 569,226 |
Billings in excess of costs and estimated earnings | 456,950 | 0 |
Accrued expenses | 743,948 | 501,031 |
Customer deposits | 90,876 | 201,352 |
Accrued compensation and benefits | 396,890 | 257,087 |
Total current liabilities | 2,493,346 | 1,861,403 |
Long-term liabilities: | ||
Long-term debt, net of current maturities | 740,586 | 1,057,720 |
Deferred revenue | 422,638 | 13,290,000 |
Other long-term liabilities | 249,920 | 25,789 |
Total liabilities | 3,906,490 | 16,234,912 |
Commitments and contingencies (Note 15) | ||
Equity | ||
Series B redeemable convertible preferred stock ($0.01 par value, $1,000 face value), 3,000 shares authorized and issued, 2,300 shares outstanding, preference in liquidation of $5,631,086 and $5,317,800 as of June 30, 2017 and June 30, 2016, respectively | 23 | 23 |
Series C convertible preferred stock ($0.01 par value, $1,000 face value), 28,048 shares authorized, issued, and outstanding, preference in liquidation of $12,276,682 and $12,719,260 as of June 30, 2017 and June 30, 2016, respectively | 280 | 280 |
Common stock ($0.01 par value), 300,000,000 authorized, 55,200,963 and 47,752,821 shares issued and outstanding as of June 30, 2017 and June 30, 2016, respectively | 1,260,324 | 1,185,843 |
Additional paid-in capital | 141,822,317 | 137,585,233 |
Accumulated deficit | (124,639,644) | (120,550,108) |
Accumulated other comprehensive loss | (1,584,578) | (1,585,583) |
Total EnSync, Inc. equity | 16,858,722 | 16,635,688 |
Noncontrolling interest | 1,049,045 | 1,401,372 |
Total equity | 17,907,767 | 18,037,060 |
Total liabilities and equity | $ 21,814,257 | $ 34,271,972 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, Authorized | 300,000,000 | 300,000,000 |
Common stock, Issued | 55,200,963 | 47,752,821 |
Common stock, outstanding | 55,200,963 | 47,752,821 |
Series B Redeemable Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, face value | $ 1,000 | $ 1,000 |
Preferred stock, authorized shares | 3,000 | 3,000 |
Preferred stock, issued shares | 3,000 | 3,000 |
Preferred stock, outstanding shares | 2,300 | 2,300 |
Preferred stock, liquidation preference | $ 5,631,086 | $ 5,317,800 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, face value | $ 1,000 | $ 1,000 |
Preferred stock, authorized shares | 28,048 | 28,048 |
Preferred stock, issued shares | 28,048 | 28,048 |
Preferred stock, outstanding shares | 28,048 | 28,048 |
Preferred stock, liquidation preference | $ 12,276,682 | $ 12,719,260 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | ||
Product sales | $ 12,319,184 | $ 1,730,851 |
Engineering and development | 175,000 | 369,172 |
Total revenues | 12,494,184 | 2,100,023 |
Costs and expenses | ||
Cost of product sales | 12,586,458 | 3,486,542 |
Cost of engineering and development | 937,725 | 583,137 |
Advanced engineering and development | 4,829,840 | 6,234,083 |
Selling, general and administrative | 11,109,038 | 9,038,602 |
Depreciation and amortization | 551,680 | 772,332 |
Total costs and expenses | 30,014,741 | 20,114,696 |
Loss from operations | (17,520,557) | (18,014,673) |
Other income (expense) | ||
Equity in loss of investee company | (217,898) | (242,902) |
Interest income | 41,661 | 46,438 |
Interest expense | (50,474) | (51,825) |
Other income | 15,405 | 0 |
Gain on termination of SPI Supply Agreement | 13,290,000 | 0 |
Total other income (expense) | 13,078,694 | (248,289) |
Loss before benefit for income taxes | (4,441,863) | (18,262,962) |
Benefit for income taxes | 0 | (468) |
Net loss | (4,441,863) | (18,262,494) |
Net loss attributable to noncontrolling interest | 352,327 | 386,436 |
Net loss attributable to EnSync, Inc. | (4,089,536) | (17,876,058) |
Preferred stock dividend | (313,286) | (291,995) |
Net loss attributable to common shareholders | $ (4,402,822) | $ (18,168,053) |
Net loss per share | ||
Basic and diluted | $ (0.09) | $ (0.39) |
Weighted average shares - basic and diluted | 48,070,993 | 47,156,928 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Net loss | $ (4,441,863) | $ (18,262,494) |
Foreign exchange translation adjustments | 1,005 | 3,903 |
Comprehensive loss | (4,440,858) | (18,258,591) |
Net loss attributable to noncontrolling interest | 352,327 | 386,436 |
Comprehensive loss attributable to EnSync, Inc. | $ (4,088,531) | $ (17,872,155) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Total | Series B Redeemable Convertible Preferred Stock | Series C Convertible Preferred Stock | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Beginning Balance at Jun. 30, 2015 | $ 26 | $ 0 | $ 1,099,608 | $ 117,104,936 | $ (102,674,049) | $ (1,589,486) | $ 1,734,194 | |
Beginning Balance (Shares) at Jun. 30, 2015 | 2,575 | 0 | 39,129,334 | |||||
Net loss | $ (17,876,058) | (17,876,058) | (386,436) | |||||
Net currency translation adjustment | 3,903 | |||||||
Issuance of common stock, net of costs and underwriting fees | $ 280 | $ 80,000 | 19,211,913 | |||||
Issuance of common stock, net of costs and underwriting fees (Shares) | 28,048 | 8,000,000 | ||||||
Stock-based compensation | $ 2,708 | 1,271,908 | ||||||
Stock-based compensation (Shares) | 270,791 | |||||||
Contribution of capital from noncontrolling interest | 53,614 | 53,614 | ||||||
Conversion of preferred stock | $ (3) | $ 3,527 | (3,524) | |||||
Conversion of preferred stock (Shares) | (275) | 352,696 | ||||||
Ending Balance at Jun. 30, 2016 | 16,635,688 | $ 23 | $ 280 | $ 1,185,843 | 137,585,233 | (120,550,108) | (1,585,583) | 1,401,372 |
Ending Balance (Shares) at Jun. 30, 2016 | 2,300 | 28,048 | 47,752,821 | |||||
Net loss | (4,089,536) | (4,089,536) | (352,327) | |||||
Net currency translation adjustment | 1,005 | |||||||
Issuance of common stock, net of costs and underwriting fees | $ 71,500 | 2,024,340 | ||||||
Issuance of common stock, net of costs and underwriting fees (Shares) | 7,150,000 | |||||||
Stock-based compensation | $ 1,447 | 2,144,318 | ||||||
Stock-based compensation (Shares) | 144,728 | |||||||
Contribution of capital from noncontrolling interest | 0 | |||||||
Exercise of stock options | $ 1,242 | 68,718 | ||||||
Exercise of stock options (Shares) | 124,252 | |||||||
Exercise of warrants | $ 292 | (292) | ||||||
Exercise of warrants (Shares) | 29,162 | |||||||
Ending Balance at Jun. 30, 2017 | $ 16,858,722 | $ 23 | $ 280 | $ 1,260,324 | $ 141,822,317 | $ (124,639,644) | $ (1,584,578) | $ 1,049,045 |
Ending Balance (Shares) at Jun. 30, 2017 | 2,300 | 28,048 | 55,200,963 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (4,441,863) | $ (18,262,494) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property, plant and equipment | 483,636 | 679,303 |
Amortization of customer intangible assets | 68,044 | 93,029 |
Stock-based compensation, net | 2,145,765 | 1,274,616 |
Impairment of PPA project costs | 0 | 1,890,357 |
Equity in loss of investee company | 217,898 | 242,902 |
Provision for inventory reserve | 182,647 | (102,651) |
Gain on sale of property and equipment | (1,911) | 0 |
Interest accreted on note receivable | (12,000) | (12,033) |
Gain on termination of SPI Supply Agreement | (13,290,000) | 0 |
Changes in assets and liabilities | ||
Accounts receivable | (297,273) | (59,540) |
Inventories | (794,718) | (569,174) |
Prepaids and other current assets | 361,405 | (154,470) |
Costs and estimated earnings in excess of billings | (87,318) | 0 |
Deferred PPA project costs | 5,690,307 | (7,580,664) |
Deferred customer project costs | 314,965 | (419,765) |
Project assets | 1,075,882 | (1,003,631) |
Accounts payable | (82,041) | (487,518) |
Billings in excess of costs and estimated earnings | 456,950 | 0 |
Accrued expenses | 198,147 | (749,667) |
Customer deposits | (110,476) | (975,803) |
Accrued compensation and benefits | 139,803 | 21,736 |
Deferred revenue | 422,638 | 13,290,000 |
Other long-term liabilities | 145,013 | 0 |
Net cash used in operating activities | (7,214,500) | (12,885,467) |
Cash flows from investing activities | ||
Cash paid for business combination | 0 | (225,829) |
Change in restricted cash | 0 | 60,193 |
Expenditures for property and equipment | (46,366) | (406,917) |
Proceeds from sale of property and equipment | 8,432 | 0 |
Payments from note receivable | 12,000 | 0 |
Net cash used in investing activities | (25,934) | (572,553) |
Cash flows from financing activities | ||
Payment of financing costs | 0 | (261,982) |
Repayments of long term debt | (332,344) | (319,607) |
Proceeds from equipment financing | 0 | 331,827 |
Payments for finance leases | 0 | (13,521) |
Proceeds from issuance of preferred stock | 0 | 13,300,000 |
Proceeds from issuance of common stock | 2,095,840 | 6,800,000 |
Proceeds from the exercise of stock options | 69,960 | 0 |
Contributions of capital from noncontrolling interest | 0 | 53,614 |
Net cash provided by financing activities | 1,833,456 | 19,890,331 |
Effect of exchange rate changes on cash and cash equivalents | 851 | (683) |
Net increase (decrease) in cash and cash equivalents | (5,406,127) | 6,431,628 |
Cash and cash equivalents - beginning of year | 17,189,089 | 10,757,461 |
Cash and cash equivalents - end of year | 11,782,962 | 17,189,089 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 51,134 | 47,568 |
Supplemental noncash information: | ||
Right of use asset obtained in exchange for new operating lease | 122,950 | 41,048 |
Asset retirement obligation | $ 0 | $ 18,527 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | EnSync, Inc. and its subsidiaries (“EnSync,” “we,” “us,” “our,” or the “Company”) develop, license and manufacture innovative energy management systems solutions serving the commercial and industrial building, utility and off-grid markets. Incorporated in 1998, EnSync is headquartered in Menomonee Falls, Wisconsin, USA with offices in Madison, Wisconsin, Petaluma, California, Honolulu, Hawaii and Shanghai, China. We regularly use the name EnSync Energy Systems for marketing and branding purposes. EnSync develops and commercializes distributed energy resource systems and internet of energy control platforms aiming to ensure the most cost-effective and resilient electricity, delivered from an electrical infrastructure that prioritizes the use of all available resources, including renewables, energy storage and the utility grid. As a project developer, our distinctive engagement methodology encompasses load analysis, system design consulting and technical and financial modeling to ensure energy systems are sized and optimized to meet the performance and value goals of our customers. EnSync delivers fully integrated systems utilizing proprietary direct current power control hardware, energy management software and extensive experience with energy storage technologies. Our internet of energy control platform adapts to ever-changing generation and load variables, as well as changes in utility prices and programs, aiming to ensure the means to make and/or save money behind-the-meter while concurrently providing utilities the opportunity to use distributed energy resource systems for various grid enhancing services. The Company also develops and commercializes energy management systems for off-grid applications such as island or remote power. We recently began addressing our target markets as a developer and a financial packager through power purchase agreements (“PPAs”) under which we agree to provide, and the customer agrees to purchase, electricity from us at a fixed rate for a 20 The consolidated financial statements include the accounts of the Company and those of its wholly-owned subsidiaries ZBB Energy Pty Ltd. (formerly known as ZBB Technologies, Ltd.), DCfusion LLC (“DCfusion”), various PPA project subsidiaries, its eighty-five percent owned subsidiary Holu Energy LLC (“Holu”), and its sixty percent owned subsidiary ZBB PowerSav Holdings Limited (“Holdco”) located in Hong Kong, which was formed in connection with the Company’s investment in a China joint venture. The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) and are reported in US dollars. For subsidiaries in which the Company’s ownership interest is less than 100%, the noncontrolling interests are reported in stockholders’ equity in the consolidated balance sheets. The noncontrolling interests in net income (loss), net of tax, are classified separately in the consolidated statements of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year end is June 30. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. It is reasonably possible that the estimates we have made may change in the near future. Significant estimates underlying the accompanying consolidated financial statements include those related to: · going concern assessment; · the timing of revenue recognition; · allocation of purchase price in the business combination; · the allowance for doubtful accounts; · provisions for excess and obsolete inventory; · the lives and recoverability of property, plant and equipment and other long-lived assets, including the testing of goodwill for impairment; · contract costs, losses and reserves; · warranty obligations; · income tax valuation allowances; · discount rates for finance and operating lease liabilities; · asset retirement obligations; · stock-based compensation; and · valuation of equity instruments and warrants. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, a note receivable, accounts payable, bank loans, notes payable, equipment financing, equity instruments and warrants. The carrying amounts of the Company’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments, except for the bank loans, notes payable, equipment financing, equity instruments and warrants. The carrying amounts of the bank loans and notes payable approximate fair value due to the interest rate and terms approximating those available to us for similar obligations. The interest rate on the equipment financing obligation was imputed based on the requirements described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842-40-30-6. The fair value of the nonconvertible attribute and conversion option of the Series C Preferred Stock and related warrant was determined using the Option-Pricing Method (“OPM”) as described in the AICPA Accounting and Valuation Guide entitled Valuation of Privately-Held-Company Equity Securities Issued as Compensation and a “with” and “without” methodology to bifurcate the Series C Preferred conversion feature. The OPM model treats the various equity securities as call options on the total equity value contingent upon each security’s strike price or participation rights. The Black-Scholes inputs utilized for the OPM model were: (i) an aggregate equity value estimated based on the back-solve methodology to reconcile the closing common stock price as of the valuation date; (ii) a term in alignment with the terms of our supply agreement with SPI Energy Co., LTD.(“SPI”); (iii) a risk free rate from the Federal Reserve Board’s H.15 release as of the transaction date; (iv) the volatility of the price of Company’s publicly traded stock; and (v) the performance vesting requirements of the equity instruments that were expected to be met. The Company accounts for the fair value of financial instruments in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures.” Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlate to the level or pricing observability. FASB ASC Topic 820 describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, for similar assets or liabilities in active markets. Level 3 inputs are unobservable inputs for the asset or liability. As such, the prices or valuation techniques require inputs that are both significant to the fair value measurement and are unobservable. The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company maintains its cash deposits at financial institutions predominately in the United States, Australia, Hong Kong and China. The Company has not experienced any losses in such accounts. Credit is extended based on an evaluation of a customer’s financial condition. Accounts receivable are stated at the amount the Company expects to collect from outstanding balances. The Company records allowances for doubtful accounts based on customer-specific analysis and general matters such as current assessments of past due balances and economic conditions. The Company writes off accounts receivable against the allowance when they become uncollectible. Accounts receivable are stated net of an allowance for doubtful accounts of $ 47,307 10,878 June 30, 2017 June 30, 2016 Current $ 309,156 $ 165,114 30-60 days - 2,219 60-90 days - - Over 90 days 160,750 5,300 Total $ 469,906 $ 172,633 Inventories are stated at the lower of cost or market. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. The Company provides inventory write-downs based on excess and obsolete inventories based on historical usage. The write-down is measured as the difference between the cost of the inventory and market based upon assumptions about usage and charged to the provision for inventory, which is a component of cost of sales. Customer intangible assets are reviewed quarterly for impairment due to the expected short-term nature of the asset. The customer intangible asset is amortized as revenue from the acquired contracts is recognized in our consolidated statements of operations. To date, there have been no write-offs recorded for impairments. June 30, 2017 June 30, 2016 Gross carrying value $ 169,322 $ 169,322 Accumulated amortization (161,073) (93,029) Net carrying value $ 8,249 $ 76,293 Amortization expense recognized during the year ended June 30, 2017 was $ 68,044 93,029 The Company has a note receivable from an unrelated party. We regularly evaluate the financial condition of the borrower to determine if any reserve for an uncollectible amount should be established. To date, no such reserve is required. Deferred PPA project costs represents the costs that the Company capitalizes as project assets for arrangements that we accounted for as real estate transactions after we have entered into a definitive sales arrangement, but before the sale is completed or before we have met all criteria to recognize the sale as revenue. We classify deferred PPA project costs as current if the completion of the sale and the meeting of all revenue recognition criteria are expected within the next 12 months. If a project is completed and begins commercial operation prior to entering into or the closing of a sales agreement, the completed project will remain in project assets or deferred PPA project costs until the sale of such project closes. Any income generated by such project while it remains within project assets or deferred PPA project costs is accounted for as a reduction in our basis in the project, which at the time of sale and meeting all revenue recognition criteria will be recorded within cost of sales. The Company has not generated revenues prior to any project closing. Once we enter into a definitive sales agreement, we reclassify project assets to deferred PPA project costs on our consolidated balance sheet until the sale is completed and we have met all of the criteria to recognize the sale as revenue, which is typically subject to real estate revenue recognition requirements. We expense project assets to cost of sales after each respective project asset is sold to a customer and all revenue recognition criteria have been met (matching the expensing of costs to the underlying revenue recognition method). We classify project assets as current as the time required to develop, construct and sell the projects is expected within the next 12 months. We review project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We consider a project commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. We consider a partially developed or partially constructed project commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. We examine a number of factors to determine if the accumulated project costs will be recoverable, the most notable of which include whether there are any changes in environmental, ecological, permitting, market pricing, or regulatory conditions that impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated recoverable amount, with the resulting impairment recorded within operating expenses. The Company did not record any impairment charges during the year ended June 30, 2017. The Company recognized $ 1.9 Deferred customer project costs consist primarily of the costs of products delivered and services performed that are subject to additional performance obligations or customer acceptance. These deferred customer project costs are expensed at the time the related revenue is recognized. Project assets consist primarily of capitalized costs which are incurred by the Company prior to the sale of the photovoltaic, storage or energy management systems and PPA to a third-party. These costs are typically for the construction, installation and development of these projects. Construction and installation costs include primarily material and labor costs. Development fees can include legal, consulting, permitting and other similar costs. Land, building, equipment, computers, furniture and fixtures are recorded at cost. Maintenance, repairs and betterments are charged to expense as incurred. Depreciation is provided for all plant and equipment on a straight-line basis over the estimated useful lives of the assets. Estimated Useful Manufacturing equipment 3 7 Office equipment 3 7 Building and improvements 7 40 The Company completed a review of the estimated useful lives of specific assets for the year ended June 30, 2017 and determined that there were no changes in the estimated useful lives of assets. In accordance with FASB ASC Topic 360, "Impairment or Disposal of Long-Lived Assets," the Company assesses potential impairments to its long-lived assets including property, plant, equipment and intangible assets when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. If such an indication exists, the recoverable amount of the asset is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed in the statement of operations. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate. Management has determined that there were no long-lived assets impaired as of June 30, 2017 and June 30, 2016. Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20 50 Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized but reviewed for impairment annually as of June 30 or more frequently if events or changes in circumstances indicate that its carrying value may be impaired. These conditions could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. The Company has one reporting unit. The first step of the impairment test requires the comparing of a reporting unit’s fair value to its carrying value. If the carrying value is less than the fair value, no impairment exists and the second step is not performed. If the carrying value is higher than the fair value, there is an indication that impairment may exist and the second step must be performed to compute the amount of the impairment. In the second step, the impairment is computed by estimating the fair values of all recognized and unrecognized assets and liabilities of the reporting unit and comparing the implied fair value of reporting unit goodwill with the carrying amount of that unit’s goodwill. The Company determined fair value as evidenced by market capitalization, and concluded that there was no need for an impairment charge as of June 30, 2017 and June 30, 2016. Accrued expenses consist of the Company’s present obligations related to various expenses incurred during the period and includes a reserve for estimated contract losses, other accrued expenses and warranty obligations. The Company typically warrants its products for the shorter of twelve months after installation or eighteen months after date of shipment. Warranty costs are provided for estimated claims and charged to cost of product sales as revenue is recognized. Warranty obligations are also evaluated quarterly to determine a reasonable estimate for the replacement of potentially defective materials of all energy storage systems that have been shipped to customers within the warranty period. While the Company actively engages in monitoring and improving its evolving battery and production technologies, there is only a limited product history and relatively short time frame available to test and evaluate the rate of product failure. Should actual product failure rates differ from the Company’s estimates, revisions are made to the estimated rate of product failures and resulting changes to the liability for warranty obligations. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. As of June 30, 2017 and June 30, 2016, included in the Company’s accrued expenses were $ 239,173 27,207 Year ended June 30, 2017 2016 Beginning balance $ 27,207 $ 176,967 Accruals for warranties during the period 276,855 44,645 Settlements during the period (321,098) (318,698) Adjustments relating to preexisting warranties 256,209 124,293 Ending balance $ 239,173 $ 27,207 The Company offers extended warranty contracts to its customers. These contracts typically cover a period up to twenty years and include advance payments that are recorded initially as long-term deferred revenue. Revenue is recognized in the same manner as the costs incurred to perform under the extended warranty contracts. Costs associated with these extended warranty contracts are expensed to cost of product sales as incurred. Year ended June 30, 2017 2016 Beginng balance $ - $ - Deferred revenue for new extended warranty contracts 435,450 - Deferred revenue recognized (3,750) - Ending balance 431,700 - Less: current portion of deferred revenue for extended warranty contracts 9,062 - Long-term deferred revenue for extended warranty contracts $ 422,638 $ - Asset Retirement Obligations The asset retirement obligation represents the estimated present value of amounts expected to be incurred to remove a solar power system, repair the property to which it is affixed, pack and ship the equipment offsite at the end of the lease term. The asset retirement obligation is recognized in accordance with FASB ASC Topic 410, “Asset Retirement and Environmental Obligations.” FASB ASC Topic 410 requires that the fair value of an asset’s retirement obligation be recorded as a liability in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. Periodic accretion of the discount of the estimated liability is treated as accretion expense and included in depreciation and amortization in the consolidated statement of operations. Revenues are recognized when persuasive evidence of a contractual arrangement exists, delivery has occurred or services have been rendered, the seller’s price to buyer is fixed and determinable and collectability is reasonably assured. The portion of revenue related to installation and final acceptance, is deferred until such installation and final customer acceptance are completed. From time to time, the Company may enter into separate agreements at or near the same time with the same customer. The Company evaluates such agreements to determine whether they should be accounted for individually as distinct arrangements or whether the separate agreements are, in substance, a single multiple element arrangement. The Company evaluates whether the negotiations are conducted jointly as part of a single negotiation, whether the deliverables are interrelated or interdependent, whether the fees in one arrangement are tied to performance in another arrangement, and whether elements in one arrangement are essential to another arrangement. The Company’s evaluation involves significant judgment to determine whether a group of agreements might be so closely related that they are, in effect, part of a single arrangement. Our collaboration agreements typically involve multiple elements or deliverables, including upfront fees, contract research and development, milestone payments, technology licenses or options to obtain technology licenses and royalties. For these arrangements, revenues are recognized in accordance with FASB ASC Topic 605-25, “Revenue Recognition Multiple Element Arrangements.” The Company’s revenues associated with multiple element contracts is based on the selling price hierarchy, which utilizes vendor-specific objective evidence (“VSOE”) when available, third-party evidence (“TPE”) if VSOE is not available, and if neither is available then the best estimate of the selling price is used. The Company utilizes best estimate for its multiple deliverable transactions as VSOE and TPE do not exist. To be considered a separate element, the product or service in question must represent a separate unit under Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin 104, and fulfill the following criteria: the delivered item(s) has value to the customer on a standalone basis; there is objective and reliable evidence of the fair value of the undelivered item(s); and if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. For arrangements containing multiple elements, revenue from time and materials based service arrangements is recognized as the service is performed. Revenue relating to undelivered elements is deferred at the estimated fair value until delivery of the deferred elements. If the arrangement does not meet all criteria above, the entire amount of the transaction is deferred until all elements are delivered. The portion of revenue related to engineering and development is recognized ratably upon delivery of the goods or services pertaining to the underlying contractual arrangement or revenue is recognized as certain activities are performed by the Company over the estimated performance period. For PPA projects with no identified buyer until at or near the completion of the project, the Company recognizes revenue for the sales of PPA projects following the guidance in FASB ASC Topic 360, “Accounting for Sales of Real Estate.” We record the sale as revenue after the initial and continuing investment requirements have been met and whether collectability from the buyer is reasonably assured, which generally occurs at the end of a project. We may align our revenue recognition and release our project assets or deferred PPA project costs to cost of sales with the receipt of payment from the buyer if the sale has been consummated and we have transferred the usual risks and rewards of ownership to the buyer. For PPA projects with an identified buyer, the Company recognizes revenue for the sales of PPA projects using the percentage of completion method for recording revenues on long term contracts under FASB ASC 605-35, “Construction-Type and Production-Type Contracts,” measured by the percentage of cost incurred to date to estimated total cost for each contract. That method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. The Company charges shipping and handling fees when products are shipped or delivered to a customer, and includes such amounts in product revenues and shipping costs in cost of sales. The Company reports its revenues net of estimated returns and allowances. Revenues for the year ended June 30, 2017 were comprised of two significant customers ( 71 81 336,685 72 157,200 91 We assess whether a substantive milestone exists at the inception of our agreements. In evaluating if a milestone is substantive we consider whether: ⋅ Substantive uncertainty exists as to the achievement of the milestone event at the inception of the arrangement; ⋅ The achievement of the milestone involves substantive effort and can only be achieved based in whole or in part on our performance or the occurrence of a specific outcome resulting from our performance; ⋅ The amount of the milestone payment appears reasonable either in relation to the effort expended or the enhancement of the value of the delivered item(s); ⋅ There is no future performance required to earn the milestone; and ⋅ The consideration is reasonable relative to all deliverables and payment terms in the arrangement. If any of these conditions are not met, we do not consider the milestone to be substantive and we defer recognition of the milestone payment and recognize it as revenue over the estimated period of performance, if any. On April 8, 2011, the Company entered into a Collaboration Agreement with Honam Petrochemical Corporation, now known as Lotte Chemical Corporation (“Lotte”), pursuant to which the Company and Lotte collaborated on the technical development of the Company’s third generation zinc bromide flow battery module (the “Version 3 Battery Module”) and Lotte received a fully paid-up, exclusive and royalty-free license to sell and manufacture the Version 3 Battery Module in South Korea and a non-exclusive royalty-bearing license to sell the Version 3 Battery Module in Japan, Thailand, Taiwan, Malaysia, Vietnam and Singapore. On December 16, 2013, the Company and Lotte entered into a Research and Development Agreement (the “R&D Agreement”) pursuant to which the Company has agreed to develop and provide to Lotte a 500kWh zinc bromide flow battery system, including a zinc bromide chemical flow battery module and related software, on the terms and conditions set forth in the R&D Agreement (the “Lotte Project”). Subject to the satisfaction of certain specified milestones, Lotte was required to make payments to the Company under the R&D Agreement totaling $3,000,000 over the term of the Lotte Project. We recognized revenue under the R&D Agreement based upon a Performance Based Method pursuant to the model described in FASB ASC Subtopic 980-605-25, where revenue is recognized based on the lesser of the amount of nonrefundable cash received or the amounts due based on the proportional amount of the total effort expected to be expended on the contract that has been provided to date as there does not exist substantial doubt that the milestones will be achieved. The Company recognized $ 175,000 369,172 Additionally, on December 16, 2013, we entered into an Amended License Agreement with Lotte (the “Amended License Agreement”). Pursuant to the Amended License Agreement, we granted to Lotte (1) an exclusive and royalty-free limited license in South Korea to use the Company’s zinc bromide flow battery module, zinc bromide flow battery stack and the technical information and know how related to the intellectual property arising from the Lotte Project (collectively, the “Technology”) to manufacture or sell a zinc bromide flow battery (the “Lotte Product”) in South Korea and (2) a non-exclusive (a) royalty-free limited license for Lotte and its affiliates to use the Technology internally in all locations other than China and South Korea to manufacture the Lotte Product and (b) royalty-bearing limited license to sell the Lotte Product in all locations other than China, the United States and South Korea. Lotte was required to pay us a total license fee of $3,000,000 under the Amended License Agreement plus up to an additional $1,000,000 if certain specific milestones are successfully achieved. In addition, Lotte is required to make ongoing royalty payments to the Company equal to a single digit percentage of Lotte’s net sales of the Lotte Product outside of South Korea until December 31, 2019. The original license fees were subject to a 16.5% non-refundable Korea withholding tax. Overall since December 16, 2013 through June 30, 2017 there were $ 5,425,000 5,425,000 Engineering and development costs related to the Lotte Project totaled $ 937,725 576,178 As of June 30, 2017 and June 30, 2016, the Company had no unbilled amounts from engineering and development contracts in process. In accordance with FASB ASC Topic 730, “Research and Development,” the Company expenses advanced engineering and development costs as incurred. These costs consist primarily of materials, labor and allocable indirect costs incurred to design, build and test prototype units, as well as the development of manufacturing processes for these units. Advanced engineering and development costs also include consulting fees and other costs. To the extent these costs are separately identifiable, incurred and funded by advanced engineering and development type agreements with outside parties, they are shown separately on the consolidated statements of operations as a “Cost of engineering and development.” The Company measures all “Share-Based Payments," including grants of stock options, restricted shares and restricted stock units (“RSUs”) in its consolidated statements of operations based on their fair values on the grant date, which is consistent with FASB ASC Topic 718, “Stock Compensation,” guidelines. Accordingly, the Company measures share-based compensation cost for all share-based awards at the fair value on the grant date and recognizes share-based compensation over the service period for awards that are expected to vest. The fair value of stock options is determined based on the number of shares granted and the price of the shares at grant, and calculated based on the Black-Scholes valuation model. The Company compensates its outside directors with RSUs and cash. The grant date fair value of the RSU awards is determined using the closing stock price of the Company’s common stock on the day prior to the date of the grant, with the compensation expense amortized over the vesting period of RSU awards, net of estimated forfeitures. The Company only recognizes expense for those options or shares that are expected ultimately to vest, using two attribution methods to record expense, the straight-line method for grants with only service-based vesting or the graded-vesting method, which considers each performance period, for all other awards. See further discussion of stock-based compensation in Note 11. Advertising costs of $ 134,313 122,367 The Company records deferred income taxes in accordance with FASB ASC Topic 740, “Accounting for Income Taxes.” FASB ASC Topic 740 requires recognition of deferred income tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred income tax assets to the amount expected to be realized. There were no net deferred income tax assets recorded as of June 30, 2017 and June 30, 2016. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties as required under FASB ASC Topic 740, which only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing autho |
MANAGEMENT'S PLANS AND FUTURE O
MANAGEMENT'S PLANS AND FUTURE OPERATIONS | 12 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
MANAGEMENT'S PLANS AND FUTURE OPERATIONS | NOTE 2 - MANAGEMENT’S PLANS AND FUTURE OPERATIONS The accompanying consolidated financial statements have been prepared on the basis of a going concern which contemplates that the Company will be able to realize assets and discharge its liabilities in the normal course of business. Accordingly, they do not give effect to any adjustments that would be necessary should the Company be required to liquidate its assets. The Company incurred a net loss of $ 4,089,536 124,639,644 17,907,767 3,906,490 We believe that cash and cash equivalents on hand at June 30, 2017, and other potential sources of cash, including net cash we generate from closing on projects in our backlog, will be sufficient to fund our current operations through the first quarter of fiscal 2019. Our pipeline of projects is deep, but there can be no assurances that projects will close in a timely manner to meet our cash requirements. We are also working to improve operations and enhance cash balances by continuing to drive cost improvements, reducing our spend on research and development and exploring the sale or lease of the corporate headquarters. Also, we are currently exploring potential financing options that may be available to us, including strategic partnership transactions, PPA project financing facilities, and if necessary, additional sales of common stock under our current and future shelf registrations with the SEC. However, we have no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to increase revenues and achieve profitability in a timely fashion or obtain additional required funding, the Company’s financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations, execute our growth plan, take advantage of future opportunities or respond to customers and competition. |
GLOBAL STRATEGIC PARTNERSHIP WI
GLOBAL STRATEGIC PARTNERSHIP WITH SPI ENERGY CO., LTD. | 12 Months Ended |
Jun. 30, 2017 | |
Global Strategic Partnership With Spi Energy Co Ltd [Abstract] | |
GLOBAL STRATEGIC PARTNERSHIP WITH SPI ENERGY CO., LTD. | NOTE 3 - GLOBAL STRATEGIC PARTNERSHIP WITH SPI ENERGY CO., LTD. On July 13, 2015, the Company entered into a global strategic partnership with SPI, (formerly known as Solar Power, Inc.), which includes a Securities Purchase Agreement, a Supply Agreement and a Governance Agreement. Pursuant to the Securities Purchase Agreement, SPI purchased, for an aggregate purchase price of $ 33,390,000 8,000,000 28,048 42,000,600 The aggregate purchase price for the Purchased Common Shares was based on a purchase price per share of $ 0.6678 0.6678 50,000,000 36,729,000 0.7346 The Company incurred $ 807,807 The Company also entered into a supply agreement with SPI pursuant to which the Company agreed to sell and SPI agreed to purchase certain products and services offered by the Company from time to time, including certain energy management system solutions for solar projects (the “Supply Agreement”). Under the Supply Agreement, SPI agreed to purchase energy storage systems with a total combined power output of 40 megawatts over a four-year period. As described below, on May 4, 2017, the Company terminated the Supply Agreement. The Company also entered into a governance agreement with SPI (the “Governance Agreement”) that provides SPI certain rights regarding the Company’s Board of Directors and other select governance rights. Terms of the Purchased Preferred Shares The Purchased Preferred Shares are perpetual, are not eligible for dividends, and are not redeemable. Upon any liquidation, dissolution, or winding up of the Company (a “Liquidation”) or a Fundamental Transaction (as defined in the Certificate of Designation for the Series C Preferred Stock), holders of the Purchased Preferred Shares are entitled to receive out of the assets of the Company an amount equal to the higher of (1) the Stated Value, which was $28,048,000 as of June 30, 2017 and (2) the amount payable to the holder if it had converted the shares into common stock immediately prior to the Liquidation or Fundamental Transaction, for each share of the Purchased Preferred Stock after any distribution or payment to the holders of the Series B Preferred Stock and before any distribution or payment shall be made to the holders of the Company’s existing common stock, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed shall be ratably distributed in accordance with respective amount that would be payable on such shares if all amounts payable thereon were paid in full, which was $12,276,682 as of June 30, 2017. Except as required by law or as set forth in the Certificate of Designation for the Series C Preferred Stock, the Purchased Preferred Shares do not have voting rights. While the Series C Preferred Stock is outstanding, the Company may not pay dividends on its common stock and may not redeem more than $100,000 in common stock per year. The Purchased Preferred Shares were sold for $ 1,000 ⋅ The first one-fourth (the “Series C-1 Preferred Stock”) of the Purchased Preferred Shares only become convertible upon the receipt of final payment for five megawatts worth of solar projects that are purchased by SPI in accordance with the Supply Agreement (the “Projects”); ⋅ The second one-fourth (the “Series C-2 Preferred Stock”) only become convertible upon the receipt of final payment for an aggregate of 15 megawatts worth of Projects; ⋅ The third one-fourth (the “Series C-3 Preferred Stock”) only become convertible upon the receipt of final payment for an aggregate of 25 megawatts worth of Projects; and ⋅ The last one fourth (the “Series C-4 Preferred Stock”) only become convertible upon the receipt of final payment for an aggregate of 40 megawatts worth of Projects. As described below, because EnSync terminated the Supply Agreement, it is no longer possible for SPI to satisfy the conditions that would have enabled it to convert any shares of the Series C Preferred Stock into shares of EnSync common stock. Terms of the Warrant The Warrant entitles SPI to purchase 50,000,000 36,729,000 0.7346 The Warrant would have become exercisable only once SPI purchased and paid for 40 megawatts of Projects. Prior to exercise, the Warrant provided SPI with no voting rights. As of June 30, 2017, no purchases had been made under the Supply Agreement and the Warrant was therefore not vested or exercisable. As described below, because EnSync terminated the Supply Agreement, it is no longer possible for the Warrant to become exercisable. Terms of the Supply Agreement Pursuant to the Supply Agreement, the Company agreed to sell and SPI agreed to purchase products and services offered by the Company from time to time, including energy management system solutions for solar projects. The Supply Agreement provides that the Company agreed to sell and SPI agreed to purchase products and related services that have an aggregated total of at least 5 megawatts of energy storage rated power output within the first year of the Supply Agreement, 15 megawatts within the first two years, 25 megawatts within the first three years, and 40 megawatts within the first four years of the Supply Agreement. Accounting for the Securities Purchase Agreement and the Supply Agreement At closing of the SPI transaction on July 13, 2015, the Company recognized the fair value of the Purchased Common Shares ($ 6.8 13.3 122.8 0.85 1.4 101.3 Offering expenses of $ 807,807 The cash received by the Company in excess of the fair value of the Purchased Common Shares and the nonconvertible attribute of the Purchased Preferred Shares of $ 13,290,000 As no sales under the Supply Agreement occurred prior to June 30, 2017, no revenue has been recognized pursuant to the Supply Agreement, and no amounts related to the convertibility option on the Series C Preferred Stock or the Warrant have been reflected in the financial statements. Termination of Supply Agreement SPI never made any purchases under the Supply Agreement. Due to SPI’s failure to meet its purchase obligations, on May 4, 2017 the Company terminated the Supply Agreement. As a result of the termination of the Supply Agreement, it is no longer possible for SPI to satisfy the conditions that would have enabled it to convert the Purchased Preferred Shares or exercise the Warrant, and for the Company to recognize revenue as sales occurred under the Supply Agreement. Applying guidance from ASC 405-20, liabilities should be derecognized only when the obligor is legally released from the obligation, which occurred for the Company upon the exercise of the termination rights. The derecognition of the deferred revenue liability was recorded as income. Since the Supply Agreement termination was not standard operating revenues of the Company, the gain is presented as other income in the consolidated statements of operations. Terms of Governance Agreement In connection with the closing of the SPI transaction and pursuant to the Securities Purchase Agreement, the Company entered into the Governance Agreement. Under the Governance Agreement, for so long as SPI holds at least 10,000 Purchased Preferred Shares or 25 million shares of Common Stock or Common Stock equivalents (the “Requisite Shares”) SPI has certain rights regarding the Company’s Board of Directors and other select governance rights. The Governance Agreement provides that for so long as SPI holds the Requisite Shares, the Company will not take any of the following actions without the affirmative vote of SPI: (a) change the conduct by the Company’s business; (b) change the number or manner of appointment of the directors on the board; (c) cause the dissolution, liquidation or winding-up of the Company or the commencement of a voluntary proceeding seeking reorganization or other similar relief; (d) other than in the ordinary course of conducting the Company’s business, cause the incurrence, issuance, assumption, guarantee or refinancing of any debt if the aggregate amount of such debt and all other outstanding debt of the Company exceeds $ 10 2 120,000 commitment to capital expenditures in excess of $7 million during any fiscal year 5 Additionally, the Governance Agreement provides a preemptive right to SPI in the case of issuances of equity securities. As of June 30, 2017, SPI did not own any shares of the Company’s outstanding common stock. As of June 30, 2016, SPI owned approximately 17 On August 30, 2016, SPI entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Melodious Investments Company Limited (“Melodious”) pursuant to which SPI sold to Melodious all of the Purchased Common Shares, all 7,012 4,341 17.0 The Share Purchase Agreement provides that if the purchased shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock are not converted into shares of common stock within six months following the closing date, Melodious will have the right to require SPI to repurchase such shares for a price equal to approximately 102% of the price paid by Melodious for such shares (plus 10% interest accrued from the closing date). 11.6 |
CHINA JOINT VENTURE
CHINA JOINT VENTURE | 12 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
CHINA JOINT VENTURE | NOTE 4 - CHINA JOINT VENTURE On August 30, 2011, the Company entered into agreements providing for establishment of a joint venture to develop, produce, sell, distribute and service advanced storage batteries and power electronics in China (the “Joint Venture”). Joint Venture partners include Holdco, AnHui XinLong Electrical Co. and Wuhu Huarui Power Transmission and Transformation Engineering Co. The Joint Venture was established upon receipt of certain governmental approvals from China which were received in November 2011. The 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 intends to initially assemble and ultimately manufacture the Company’s products for sale in the power management industry on an exclusive basis in mainland China and on a non-exclusive basis in Hong Kong and Taiwan. In addition, Meineng Energy manufactures certain products for EnSync pursuant to a supply agreement under which we pay Meineng Energy 120% of its direct costs incurred in manufacturing such products. 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 In connection with the Joint Venture, on August 30, 2011 the Company and certain of its subsidiaries entered into the following agreements: ⋅ Joint Venture Agreement of Anhui Meineng Store Energy Co., Ltd. (the “China JV Agreement”) by and between Holdco, a Hong Kong limited liability company, and Anhui Xinrui Investment Co., Ltd, a Chinese limited liability company; and, ⋅ Limited Liability Company Agreement of Holdco by and between ZBB Cayman Corporation and PowerSav New Energy Holdings Limited (“PowerSav”) (the “Holdco Agreement”). In connection with the Joint Venture, upon establishment of Meineng Energy, the Company and certain of its subsidiaries entered into the following agreements: ⋅ Management Services Agreement by and between Meineng Energy and Holdco (the “Management Services Agreement”); ⋅ License Agreement by and between Holdco and Meineng Energy (the “License Agreement”); and, ⋅ Research and Development Agreement by and between the Company and Meineng Energy (the “Research and Development Agreement”). Pursuant to the China JV Agreement, Meineng Energy was capitalized with approximately $ 13.6 200,000 33 20,000,000 3.2 8 250,000,000 42 30 775,537 481,870 The Company’s investment in Meineng Energy was made through Holdco. Pursuant to the Holdco Agreement, the Company contributed technology to Holdco via a license agreement with an agreed upon value of approximately $ 4.1 200,000 60 3.3 40 40 814,546 The Company’s basis in the technology contributed to Holdco was $ 0 4.1 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 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. Pursuant to the License Agreement (as amended on July 1, 2014), Holdco granted to Meineng Energy (1) an exclusive royalty-free license to manufacture and distribute the Company’s ZBB EnerStore, zinc bromide flow battery, version three (V3) (50KW) (and any other zinc bromide flow battery product developed internally by us based on the V3 EnerStore, ranging from 50kWh to 500kWh module design) and ZBB EnerSection, power and energy control center (up to 250KW) (the “Products”) in mainland China in the power supply management industry and (2) a non-exclusive royalty-free license to manufacture and distribute the Products in Hong Kong and Taiwan in the power supply management industry. Pursuant to the Research and Development Agreement, 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. Year ended June 30, 2017 2016 Product sales to Meineng Energy $ 72,712 $ 114,729 Cost of product sales to Meineng Energy 76,109 46,497 Product purchases from Meineng Energy 1,300,892 1,048,118 June 30, 2017 June 30, 2016 Net amount due to Meineng Energy $ (12,298) $ (85,011) Year ended June 30, 2017 2016 Revenues $ 1,447,243 $ 978,595 Gross profit (loss) 135,228 (4,164) Loss from operations (1,425,564) (1,558,807) Net loss (1,391,295) (1,509,762) |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Jun. 30, 2017 | |
Business Combination [Abstract] | |
BUSINESS COMBINATION | NOTE 5 - BUSINESS COMBINATION DCfusion, LLC On February 28, 2017, EnSync formed and became the controlling owner of DCfusion, partnering with two industry veteran consultants (the “DCfusion Founders”) who are highly regarded leaders in direct current (“DC”) system engineering design and consulting. Each DCfusion Founder became an employee of DCfusion, LLC upon the closing of the DCfusion transaction on February 28, 2017. The transaction was accounted for as a business combination under US GAAP. The primary reason for the business acquisition was to benefit from the DCfusion Founders’ decades of customer applied DC system design and consulting experience, which complements EnSync Energy's application engineering. DCfusion also brings a unique and substantial pipeline of potential projects in vertical markets that rely on the consultative expertise of the DCfusion Founders, and the authoritative voice of policies, programs and standards shaping the DC-centric technical and market landscape. No cash was required to complete the transaction. DCfusion will operate as a subsidiary of EnSync, Inc., similar to our Holu subsidiary. Acquisition Related Expenses Included in the consolidated statement of operations for the year ended June 30, 2017 were transaction expenses totaling approximately $ 31,700 Holu Energy LLC On August 17, 2015, Holu, the Company’s 85 The aggregate purchase consideration has been allocated to the assets acquired, including customer intangible assets, based on their respective fair values. Measurement period adjustments based on new information obtained after the acquisition date have been recorded as a change in goodwill (bargain purchase) as allowed under ASC 805-10, Business Combinations Overall. The fair values of the assets purchased approximate the unbilled portion of each contract per the original terms of the contracts. The business acquisition resulted in the recognition of $ 6,284 Fair value of the consideration transferred $ 327,127 Identifiable net assets acquired 320,843 Goodwill $ 6,284 The fair value of total consideration paid includes (1) $ 225,829 101,297 97,173 Project assets $ 151,522 Customer intangible assets 169,321 Identifiable net assets $ 320,843 In addition to the consideration paid for the assets identified above, the Company settled pre-existing transactions that were accounted for separately in the amount of $ 171,205 159,205 12,000 For financial reporting purposes, Holu’s assets and liabilities are consolidated with those of the Company and the minority shareholder’s 15 Pro-forma results of operations have not been presented because the effects of the acquired operations were not material individually or in the aggregate. Acquisition Related Expenses Included in the consolidated statement of operations for the period from August 17, 2015 to June 30, 2016 were transaction expenses totaling approximately $ 33,700 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6 - INVENTORIES Net inventories are comprised of the following as of: June 30, 2017 June 30, 2016 Raw materials and subassemblies $ 2,477,418 $ 1,857,471 Work in progress 4,595 12,471 Total $ 2,482,013 $ 1,869,942 |
NOTE RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 7 NOTE RECEIVABLE On September 23, 2014, the Company was issued a $ 150,000 8 500,000 500,000 |
PROPERTY, PLANT & EQUIPMENT
PROPERTY, PLANT & EQUIPMENT | 12 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT & EQUIPMENT | June 30, 2017 June 30, 2016 Land $ 217,000 $ 217,000 Building and improvements 3,532,375 3,931,129 Manufacturing equipment 4,255,385 3,953,788 Office equipment 454,562 424,359 Total, at cost 8,459,322 8,526,276 Less: accumulated depreciation (5,013,069) (4,637,170) Property, plant and equipment, net $ 3,446,253 $ 3,889,106 The Company recorded depreciation expense of $ 483,636 679,303 |
GOODWILL
GOODWILL | 12 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 9 - GOODWILL The Company acquired ZBB Technologies, Inc. (“ZBB Technologies”), a former wholly-owned subsidiary, through a series of transactions in March 1996. ZBB Technologies was subsequently merged with and into EnSync, Inc. on January 1, 2012. The goodwill amount of $ 1.134 803,079 During fiscal year 2016, the Company recorded goodwill totaling $ 6,284 June 30, 2017 June 30, 2016 Beginning balance $ 809,363 $ 803,079 Goodwill acquired during the year - 6,284 Ending balance $ 809,363 $ 809,363 |
DEBT
DEBT | 12 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 10 - DEBT June 30, 2017 June 30, 2016 Current maturities of long-term debt $ 317,497 $ 332,707 Long-term debt 740,586 1,057,720 Total $ 1,058,083 $ 1,390,427 As of June 30, 2017 2016 Note payable to Wisconsin Econcomic Development Corporation payable in monthly installments of $23,685, including interest at 2%, with the final payment due May 1, 2018; collateralized by equipment purchased with the loan proceeds and substantially all assets of the Company not otherwise collateralized. $ 257,960 $ 534,009 Bank loan payable in fixed monthly installments of $6,800 of principal and interest at a rate of 0.25% below prime, as defined, subject to a floor of 5% with any remaining principal and interest due at maturity on June 1, 2018; collateralized by the building and land. 468,297 524,592 Equipment finance obligation, interest payable in quarterly installments ranging between $1,510 and $2,555 at an imputed interest rate of approximately 2.44% over 20 years. See Note 15 for discussion of sale-leaseback transaction. 331,826 331,826 $ 1,058,083 $ 1,390,427 2018 $ 317,497 2019 408,760 2020 - 2021 - 2022 - Thereafter 331,826 $ 1,058,083 |
EMPLOYEE AND DIRECTOR EQUITY IN
EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS | 12 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS | NOTE 11 - EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS The Company previously adopted the 2002 Stock Option Plan (“2002 Plan”) in which a stock option committee could grant up to 1,000,000 The Company also previously adopted the 2007 Equity Incentive Plan (“2007 Plan”) that authorized the board of directors or a committee to grant up to 300,000 In November 2010, the Company adopted the 2010 Omnibus Long-Term Incentive Plan (“2010 Omnibus Plan”) which authorizes a committee of the board of directors to grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other stock-based awards and cash awards. The 2010 Omnibus Plan authorized up to 800,000 8 At the annual meeting of shareholders held on November 7, 2012, the Company’s shareholders approved an amendment of the 2010 Omnibus Plan which increased the number of shares of the Company’s common stock available for issuance pursuant to awards under the 2010 Omnibus Plan by 900,000 700,000 At the annual meeting of shareholders held on November 18, 2014, the Company’s shareholders approved an amendment of the 2010 Omnibus Plan which increased the number of shares of the Company’s common stock available for issuance pursuant to awards under the 2010 Omnibus Plan by 1,250,000 1,000,000 At the annual meeting of shareholders held on November 17, 2015, the Company’s shareholders approved an amendment of the 2010 Omnibus Plan which increased the number of shares of the Company’s common stock available for issuance pursuant to awards under the 2010 Omnibus Plan by 5,000,000 1,500,000 At the annual meeting of shareholders held on November 14, 2016, the Company’s shareholders approved an amendment of the 2010 Omnibus Plan which increased the number of shares of the Company’s common stock available for issuance pursuant to awards under the 2010 Omnibus Plan by 4,000,000 1,200,000 1,744,160 1,710,989 In aggregate for all plans, at June 30, 2017, there were a total of 8,249,298 5,197,098 The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing method. The Company uses historical data to estimate the expected price volatility, the expected option life and the expected forfeiture rate. The Company has not made any dividend payments nor does it have plans to pay dividends in the foreseeable future. Year ended June 30, 2017 2016 Expected life of option (years) 4 4 Risk-free interest rate 1.14 - 1.7% 0.85 - 1.50% Assumed volatility 107.7 - 113.55% 100.77 - 104.65% Expected dividend rate 0.00% 0.00% Expected forfeiture rate 6.23 - 9.18% 6.22 - 12.63% Time-vested and performance-based stock awards, including stock options and RSUs are accounted for at fair value at date of grant. Compensation expense is recognized over the requisite service and performance periods. During the years ended June 30, 2017 and June 30, 2016, the Company’s results of operations include compensation expense for stock options and RSUs granted under its various equity incentive plans. The amount recognized in the consolidated financial statements related to stock-based compensation was $ 1,605,767 1,274,616 Number Weighted Average Balance at June 30, 2015 1,577,778 $ 2.60 Options granted 4,782,100 0.49 Options forfeited (248,518) 4.16 Balance at June 30, 2016 6,111,360 0.88 6.96 Options granted 2,654,100 0.59 Options exercised (124,252) 0.56 Options forfeited (391,910) 2.55 Balance at June 30, 2017 8,249,298 $ 0.71 6.50 Outstanding Exercisable Range of Exercise Prices Number Average Weighted Number Average Weighted $0.28 to $1.00 7,389,398 6.74 $ 0.52 2,344,967 6.29 $ 0.50 $1.01 to $2.50 662,150 5.27 1.48 509,483 4.96 1.61 $2.51 to $5.00 82,200 1.96 3.98 82,200 1.96 3.98 $5.01 to $6.95 115,550 1.13 6.31 115,550 1.13 6.31 Balance at June 30, 2017 8,249,298 6.50 $ 0.71 3,052,200 5.75 $ 1.00 During the year ended June 30, 2017, options to purchase 2,654,100 0.35 1.02 4,782,100 0.28 0.85 The aggregate intrinsic value of outstanding options totaled $ 17,625 0.37 Number Weighted Average Balance at June 30, 2015 776,525 $ 1.19 Options granted 4,782,100 0.49 Options vested (596,993) 0.89 Options forfeited (109,265) 0.88 Balance at June 30, 2016 4,852,367 0.54 7.42 Options granted 2,654,100 0.59 Options vested (2,110,085) 0.57 Options forfeited (199,284) 0.80 Balance at June 30, 2017 5,197,098 $ 0.54 6.93 Total fair value of options granted for the years ended June 30, 2017 and June 30, 2016 was $ 1,142,187 1,638,832 998,597 1.6 The Company compensates its directors with RSUs and cash. On November 14, 2016, 581,816 436,362 539,998 414,000 On November 17, 2015, 864,000 On November 14, 2016, the Company’s CEO was awarded 750,000 250,000 500,000 340,000 On November 17, 2015, the Company’s CEO was awarded 1,500,000 750,000 250,000 750,000 As of June 30, 2017, there were 2,235,454 1,528,463 Number of Weighted Balance at June 30, 2015 1,936,035 $ 1.53 RSUs granted 2,364,000 0.50 Shares issued (270,791) 0.63 Balance at June 30, 2016 4,029,244 1.03 RSUs granted 1,671,816 1.15 Shares issued (144,728) 0.75 Balance at June 30, 2017 5,556,332 $ 1.07 |
WARRANTS
WARRANTS | 12 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
WARRANTS | NOTE 12 - WARRANTS At June 30, 2017 and June 30, 2016, the following warrants to purchase the Company’s common stock were outstanding and exercisable: ⋅ 357,500 0.42 2.5 ⋅ 45,000 0.37 45,000 29,162 ⋅ 306,902 2.375 12 272,159 53,048 ⋅ 511,604 2.65 2,465,000 ⋅ 1,710,525 0.95 3.0 1,447,369 850,169 ⋅ 81,579 0.95 3.0 Number of Weighted Balance at June 30, 2015 2,927,952 $ 1.88 Warrants granted 45,000 0.37 Warrants expired (317,342) 5.38 Balance at June 30, 2016 2,655,610 1.43 Warrants granted 357,500 0.42 Warrants exercised (45,000) 0.37 Warrants expired (2,610,610) 1.45 Balance at June 30, 2017 357,500 $ 0.42 |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 12 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | NOTE 13 BASIC AND DILUTED NET LOSS PER SHARE Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period reported. Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding for the period reported. Diluted potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock. In computing diluted net loss per share for the years ended June 30, 2017 and June 30, 2016, no adjustment has been made to the weighted average outstanding common shares as the assumed exercise of outstanding options and warrants and conversion of preferred stock is anti-dilutive. June 30, 2017 June 30, 2016 Stock options and restricted stock units 13,805,630 10,140,604 Stock warrants 357,500 2,655,610 Series B preferred shares 3,506,404 3,176,631 Total 17,669,534 15,972,845 |
EQUITY
EQUITY | 12 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
EQUITY | NOTE 14 - EQUITY June 22, 2017 Underwritten Public Offering On June 22, 2017, the Company completed an underwritten public offering of its common stock at a price to the public of $ 0.35 7,150,000 2.5 2.1 Amendment to the Articles of Incorporation On November 17, 2015, the Company filed with the Wisconsin Department of Financial Institutions an amendment to the Company’s Articles of Incorporation (the “Articles of Amendment”) increasing the number of authorized shares of common stock from 150,000,000 300,000,000 SPI Energy Co., Ltd. Securities Purchase Agreement On July 13, 2015, we entered into a Securities Purchase Agreement with SPI, pursuant to which we sold SPI for an aggregate purchase price of $ 33,390,000 8,000,000 28,048 42,000,600 August 27, 2014 Underwritten Public Offering On August 27, 2014, the Company completed an underwritten public offering of its common stock at a price to the public of $ 1.12 13,248,000 14.8 13.7 March 19, 2014 Underwritten Public Offering On March 19, 2014, the Company completed an underwritten public offering of its common stock at a price to the public of $ 2.25 6,325,000 14.2 13.0 Series B Convertible Preferred Stock Securities Purchase Agreement On September 26, 2013, the Company entered into a Securities Purchase Agreement with certain investors providing for the sale of 3,000 500 Shares of Preferred Stock were sold for $ 1,000 10 90,127 2,909,873 275 352,696 425 470,171 2,300 3,506,404 0.95 5,631,086 In connection with the purchase of the Preferred Stock, investors received warrants to purchase a total of 3,157,895 0.95 1,447,370 850,169 81,579 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 15 - COMMITMENTS Asset Retirement Obligations FASB ASC Topic 410, “Asset Retirement and Environmental Obligations,” requires the fair value of a liability for an asset retirement obligation be recorded in the period in which it is incurred if a reasonable estimate of fair value can be made and that the associated asset retirement costs be capitalized as part of the carrying amount of the long-lived asset. The retirement obligation relates to estimated costs for the removal and shipment of a solar power system under an equipment lease. Accrued asset retirement obligations are recorded at net present value and discounted over the life of the lease. The Company had an asset retirement obligation of $ 19,697 18,759 Year ended June 30, 2017 2016 Balance at beginning of year $ 18,759 $ - Liabilities incurred - 18,527 Accretion expense 938 232 Balance at end of year $ 19,697 $ 18,759 Leasing Activities Sale-leaseback Transactions During the year ended June 30, 2016, the Company entered into a sale-leaseback transaction with an unrelated party. The Company evaluated the transaction under FASB ASC Subtopic 842-40, “Sale and Leaseback Transactions” and concluded that the transfer of the asset did not qualify as a sale and is accounted for in accordance with other Topics. The liability is presented in the debt table in Note 10 as an equipment financing obligation. Operating Leases Operating lease expense recognized during the year ended June 30, 2017 and June 30, 2016 was $ 68,460 100,715 150,214 27,264 65,004 85,210 20,234 7,030 As of June 30, 2017 2016 Weighted-average remaining lease term (in years) Operating leases 2.37 1.33 Weighted-average discount rate Operating leases 5.0 % 5.0 % The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in the consolidated balance sheets as of June 30, 2017: 2018 $ 69,805 2019 64,297 2020 24,954 2021 - 2022 - Thereafter - Total undiscounted lease payments 159,056 Present value adjustment (8,842) Net operating lease liabilities $ 150,214 Short-term Leases The Company leases facilities in Honolulu, Hawaii, Milwaukee, Wisconsin and Shanghai, China from unrelated parties under lease terms that has either expired during the year ended June 30, 2017 or will expire during the year ended June 30, 2018. Monthly rent for the twelve-month rental periods is between $400 and $2,010 per month. 50,552 84,670 Employment Contracts The Company has entered into employment contracts with executives and management personnel. The contracts provide for salaries, bonuses and stock option grants, along with other employee benefits. The employment contracts generally have no set term and can be terminated by either party. There is a provision for payments of up to six months of annual salary as severance if the Company terminates a contract without cause, along with the acceleration of certain unvested stock option grants. During the year ended June 30, 2017 and June 30, 2016, the Company recorded $ 35,615 125,000 |
RETIREMENT PLANS
RETIREMENT PLANS | 12 Months Ended |
Jun. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
RETIREMENT PLANS | NOTE 16 - RETIREMENT PLANS The Company sponsors a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code (“IRC”), the EnSync, Inc. 401(k) Savings Plan. Employees may elect to contribute up to the IRS annual contribution limit. The Company matches employees’ contributions up to 4 100 190,585 126,125 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 17 - INCOME TAXES Year Ended June 30, 2017 2016 Current $ - $ (468) Deferred - - Provision for income taxes $ - $ (468) The Company accounts for income taxes using an asset and liability approach which generally requires the recognition of deferred income tax assets and liabilities based on the expected future income tax consequences of events that have previously been recognized in the Company’s financial statements or tax returns. In addition, a valuation allowance is recognized if it is more likely than not that some or all of the deferred income tax assets will not be realized in the foreseeable future. Deferred income tax assets are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax planning strategies and projections of future taxable income. As a result of this analysis, the Company has provided for a valuation allowance against its net deferred income tax assets as of June 30, 2017 and June 30, 2016. Year Ended June 30, 2017 2016 Income tax expense/(benefit) computed at the U.S. federal statutory rate -34 % -34 % Change in valuation allowance 34 % 34 % Total 0 % 0 % June 30, 2017 June 30, 2016 Federal net operating loss carryforwards $ 18,557,615 $ 18,018,631 Federal - other 3,794,302 2,446,635 Wisconsin net operating loss carryforwards 3,116,946 2,929,157 Australia net operating loss carryforwards 1,334,725 1,290,134 Deferred income tax asset valuation allowance (26,803,588) (24,684,557) Total deferred income tax assets $ - $ - The Company has U.S. federal net operating loss carryforwards of approximately $ 54.6 The Company has U.S. federal research and development tax credit carryforwards of approximately $ 340,000 57.1 4.4 million of Australian net operating loss carryforwards available to reduce future taxable income of its Australian subsidiaries with an indefinite carryforward period. The Company’s issuance of additional shares of common stock has constituted an ownership change under Section 382 of the IRC which places an annual dollar limit on the use of net operating loss carryforwards and other tax attributes that may be utilized in the future. The calculation of the annual limitation of usage is based on a percentage of the equity value immediately after any ownership change. The annual amount of tax attributes that may be utilized after the change in ownership is limited. Previous issuances of additional shares of common stock also resulted in ownership changes and the annual amount of tax attributes from previous years is limited as well. The estimated U.S. federal net operating loss carryforward expected to expire due to the Section 382 limitation is $ 44.5 28.2 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 18 RELATED PARTY TRANSACTIONS On September 7, 2016, the Company entered into a Membership Interest Purchase Agreement (“MIPA”) with Theodore Peck, the CEO of the Company’s 85 592,000 592,000 573,353 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business EnSync, Inc. and its subsidiaries (“EnSync,” “we,” “us,” “our,” or the “Company”) develop, license and manufacture innovative energy management systems solutions serving the commercial and industrial building, utility and off-grid markets. Incorporated in 1998, EnSync is headquartered in Menomonee Falls, Wisconsin, USA with offices in Madison, Wisconsin, Petaluma, California, Honolulu, Hawaii and Shanghai, China. We regularly use the name EnSync Energy Systems for marketing and branding purposes. EnSync develops and commercializes distributed energy resource systems and internet of energy control platforms aiming to ensure the most cost-effective and resilient electricity, delivered from an electrical infrastructure that prioritizes the use of all available resources, including renewables, energy storage and the utility grid. As a project developer, our distinctive engagement methodology encompasses load analysis, system design consulting and technical and financial modeling to ensure energy systems are sized and optimized to meet the performance and value goals of our customers. EnSync delivers fully integrated systems utilizing proprietary direct current power control hardware, energy management software and extensive experience with energy storage technologies. Our internet of energy control platform adapts to ever-changing generation and load variables, as well as changes in utility prices and programs, aiming to ensure the means to make and/or save money behind-the-meter while concurrently providing utilities the opportunity to use distributed energy resource systems for various grid enhancing services. The Company also develops and commercializes energy management systems for off-grid applications such as island or remote power. We recently began addressing our target markets as a developer and a financial packager through power purchase agreements (“PPAs”) under which we agree to provide, and the customer agrees to purchase, electricity from us at a fixed rate for a 20 The consolidated financial statements include the accounts of the Company and those of its wholly-owned subsidiaries ZBB Energy Pty Ltd. (formerly known as ZBB Technologies, Ltd.), DCfusion LLC (“DCfusion”), various PPA project subsidiaries, its eighty-five percent owned subsidiary Holu Energy LLC (“Holu”), and its sixty percent owned subsidiary ZBB PowerSav Holdings Limited (“Holdco”) located in Hong Kong, which was formed in connection with the Company’s investment in a China joint venture. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) and are reported in US dollars. For subsidiaries in which the Company’s ownership interest is less than 100%, the noncontrolling interests are reported in stockholders’ equity in the consolidated balance sheets. The noncontrolling interests in net income (loss), net of tax, are classified separately in the consolidated statements of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year end is June 30. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. It is reasonably possible that the estimates we have made may change in the near future. Significant estimates underlying the accompanying consolidated financial statements include those related to: ⋅ going concern assessment; ⋅ the timing of revenue recognition; ⋅ allocation of purchase price in the business combination; ⋅ the allowance for doubtful accounts; ⋅ provisions for excess and obsolete inventory; ⋅ the lives and recoverability of property, plant and equipment and other long-lived assets, including the testing of goodwill for impairment; ⋅ contract costs, losses and reserves; ⋅ warranty obligations; ⋅ income tax valuation allowances; ⋅ discount rates for finance and operating lease liabilities; ⋅ asset retirement obligations; ⋅ stock-based compensation; and ⋅ valuation of equity instruments and warrants. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, a note receivable, accounts payable, bank loans, notes payable, equipment financing, equity instruments and warrants. The carrying amounts of the Company’s financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments, except for the bank loans, notes payable, equipment financing, equity instruments and warrants. The carrying amounts of the bank loans and notes payable approximate fair value due to the interest rate and terms approximating those available to us for similar obligations. The interest rate on the equipment financing obligation was imputed based on the requirements described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842-40-30-6. The fair value of the nonconvertible attribute and conversion option of the Series C Preferred Stock and related warrant was determined using the Option-Pricing Method (“OPM”) as described in the AICPA Accounting and Valuation Guide entitled Valuation of Privately-Held-Company Equity Securities Issued as Compensation and a “with” and “without” methodology to bifurcate the Series C Preferred conversion feature. The OPM model treats the various equity securities as call options on the total equity value contingent upon each security’s strike price or participation rights. The Black-Scholes inputs utilized for the OPM model were: (i) an aggregate equity value estimated based on the back-solve methodology to reconcile the closing common stock price as of the valuation date; (ii) a term in alignment with the terms of our supply agreement with SPI Energy Co., LTD.(“SPI”); (iii) a risk free rate from the Federal Reserve Board’s H.15 release as of the transaction date; (iv) the volatility of the price of Company’s publicly traded stock; and (v) the performance vesting requirements of the equity instruments that were expected to be met. The Company accounts for the fair value of financial instruments in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures.” Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlate to the level or pricing observability. FASB ASC Topic 820 describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, for similar assets or liabilities in active markets. Level 3 inputs are unobservable inputs for the asset or liability. As such, the prices or valuation techniques require inputs that are both significant to the fair value measurement and are unobservable. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company maintains its cash deposits at financial institutions predominately in the United States, Australia, Hong Kong and China. The Company has not experienced any losses in such accounts. |
Accounts Receivable | Accounts Receivable Credit is extended based on an evaluation of a customer’s financial condition. Accounts receivable are stated at the amount the Company expects to collect from outstanding balances. The Company records allowances for doubtful accounts based on customer-specific analysis and general matters such as current assessments of past due balances and economic conditions. The Company writes off accounts receivable against the allowance when they become uncollectible. Accounts receivable are stated net of an allowance for doubtful accounts of $ 47,307 10,878 June 30, 2017 June 30, 2016 Current $ 309,156 $ 165,114 30-60 days - 2,219 60-90 days - - Over 90 days 160,750 5,300 Total $ 469,906 $ 172,633 |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. The Company provides inventory write-downs based on excess and obsolete inventories based on historical usage. The write-down is measured as the difference between the cost of the inventory and market based upon assumptions about usage and charged to the provision for inventory, which is a component of cost of sales. |
Customer Intangible Asset | Customer Intangible Asset Customer intangible assets are reviewed quarterly for impairment due to the expected short-term nature of the asset. The customer intangible asset is amortized as revenue from the acquired contracts is recognized in our consolidated statements of operations. To date, there have been no write-offs recorded for impairments. June 30, 2017 June 30, 2016 Gross carrying value $ 169,322 $ 169,322 Accumulated amortization (161,073) (93,029) Net carrying value $ 8,249 $ 76,293 Amortization expense recognized during the year ended June 30, 2017 was $ 68,044 93,029 |
Note Receivable | Note Receivable The Company has a note receivable from an unrelated party. We regularly evaluate the financial condition of the borrower to determine if any reserve for an uncollectible amount should be established. To date, no such reserve is required. |
Deferred PPA Project Costs | Deferred PPA Project Costs Deferred PPA project costs represents the costs that the Company capitalizes as project assets for arrangements that we accounted for as real estate transactions after we have entered into a definitive sales arrangement, but before the sale is completed or before we have met all criteria to recognize the sale as revenue. We classify deferred PPA project costs as current if the completion of the sale and the meeting of all revenue recognition criteria are expected within the next 12 months. If a project is completed and begins commercial operation prior to entering into or the closing of a sales agreement, the completed project will remain in project assets or deferred PPA project costs until the sale of such project closes. Any income generated by such project while it remains within project assets or deferred PPA project costs is accounted for as a reduction in our basis in the project, which at the time of sale and meeting all revenue recognition criteria will be recorded within cost of sales. The Company has not generated revenues prior to any project closing. Once we enter into a definitive sales agreement, we reclassify project assets to deferred PPA project costs on our consolidated balance sheet until the sale is completed and we have met all of the criteria to recognize the sale as revenue, which is typically subject to real estate revenue recognition requirements. We expense project assets to cost of sales after each respective project asset is sold to a customer and all revenue recognition criteria have been met (matching the expensing of costs to the underlying revenue recognition method). We classify project assets as current as the time required to develop, construct and sell the projects is expected within the next 12 months. We review project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We consider a project commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. We consider a partially developed or partially constructed project commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. We examine a number of factors to determine if the accumulated project costs will be recoverable, the most notable of which include whether there are any changes in environmental, ecological, permitting, market pricing, or regulatory conditions that impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated recoverable amount, with the resulting impairment recorded within operating expenses. The Company did not record any impairment charges during the year ended June 30, 2017. The Company recognized $ 1.9 |
Deferred Customer Project Costs | Deferred Customer Project Costs Deferred customer project costs consist primarily of the costs of products delivered and services performed that are subject to additional performance obligations or customer acceptance. These deferred customer project costs are expensed at the time the related revenue is recognized. |
Project Assets | Project Assets Project assets consist primarily of capitalized costs which are incurred by the Company prior to the sale of the photovoltaic, storage or energy management systems and PPA to a third-party. These costs are typically for the construction, installation and development of these projects. Construction and installation costs include primarily material and labor costs. Development fees can include legal, consulting, permitting and other similar costs. |
Property, Plant and Equipment | Property, Plant and Equipment Land, building, equipment, computers, furniture and fixtures are recorded at cost. Maintenance, repairs and betterments are charged to expense as incurred. Depreciation is provided for all plant and equipment on a straight-line basis over the estimated useful lives of the assets. Estimated Useful Manufacturing equipment 3 7 Office equipment 3 7 Building and improvements 7 40 The Company completed a review of the estimated useful lives of specific assets for the year ended June 30, 2017 and determined that there were no changes in the estimated useful lives of assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with FASB ASC Topic 360, "Impairment or Disposal of Long-Lived Assets," the Company assesses potential impairments to its long-lived assets including property, plant, equipment and intangible assets when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. If such an indication exists, the recoverable amount of the asset is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed in the statement of operations. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate. Management has determined that there were no long-lived assets impaired as of June 30, 2017 and June 30, 2016. |
Investment in Investee Company | Investment in Investee Company Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20 50 |
Goodwill | Goodwill Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized but reviewed for impairment annually as of June 30 or more frequently if events or changes in circumstances indicate that its carrying value may be impaired. These conditions could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. The Company has one reporting unit. The first step of the impairment test requires the comparing of a reporting unit’s fair value to its carrying value. If the carrying value is less than the fair value, no impairment exists and the second step is not performed. If the carrying value is higher than the fair value, there is an indication that impairment may exist and the second step must be performed to compute the amount of the impairment. In the second step, the impairment is computed by estimating the fair values of all recognized and unrecognized assets and liabilities of the reporting unit and comparing the implied fair value of reporting unit goodwill with the carrying amount of that unit’s goodwill. The Company determined fair value as evidenced by market capitalization, and concluded that there was no need for an impairment charge as of June 30, 2017 and June 30, 2016. |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the Company’s present obligations related to various expenses incurred during the period and includes a reserve for estimated contract losses, other accrued expenses and warranty obligations. |
Warranty Obligations | Warranty Obligations The Company typically warrants its products for the shorter of twelve months after installation or eighteen months after date of shipment. Warranty costs are provided for estimated claims and charged to cost of product sales as revenue is recognized. Warranty obligations are also evaluated quarterly to determine a reasonable estimate for the replacement of potentially defective materials of all energy storage systems that have been shipped to customers within the warranty period. While the Company actively engages in monitoring and improving its evolving battery and production technologies, there is only a limited product history and relatively short time frame available to test and evaluate the rate of product failure. Should actual product failure rates differ from the Company’s estimates, revisions are made to the estimated rate of product failures and resulting changes to the liability for warranty obligations. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. As of June 30, 2017 and June 30, 2016, included in the Company’s accrued expenses were $ 239,173 27,207 Year ended June 30, 2017 2016 Beginning balance $ 27,207 $ 176,967 Accruals for warranties during the period 276,855 44,645 Settlements during the period (321,098) (318,698) Adjustments relating to preexisting warranties 256,209 124,293 Ending balance $ 239,173 $ 27,207 The Company offers extended warranty contracts to its customers. These contracts typically cover a period up to twenty years and include advance payments that are recorded initially as long-term deferred revenue. Revenue is recognized in the same manner as the costs incurred to perform under the extended warranty contracts. Costs associated with these extended warranty contracts are expensed to cost of product sales as incurred. Year ended June 30, 2017 2016 Beginng balance $ - $ - Deferred revenue for new extended warranty contracts 435,450 - Deferred revenue recognized (3,750) - Ending balance 431,700 - Less: current portion of deferred revenue for extended warranty contracts 9,062 - Long-term deferred revenue for extended warranty contracts $ 422,638 $ - |
Asset Retirement Obligations | Asset Retirement Obligations The asset retirement obligation represents the estimated present value of amounts expected to be incurred to remove a solar power system, repair the property to which it is affixed, pack and ship the equipment offsite at the end of the lease term. The asset retirement obligation is recognized in accordance with FASB ASC Topic 410, “Asset Retirement and Environmental Obligations.” FASB ASC Topic 410 requires that the fair value of an asset’s retirement obligation be recorded as a liability in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. Periodic accretion of the discount of the estimated liability is treated as accretion expense and included in depreciation and amortization in the consolidated statement of operations. |
Revenue Recognition | Revenue Recognition Revenues are recognized when persuasive evidence of a contractual arrangement exists, delivery has occurred or services have been rendered, the seller’s price to buyer is fixed and determinable and collectability is reasonably assured. The portion of revenue related to installation and final acceptance, is deferred until such installation and final customer acceptance are completed. From time to time, the Company may enter into separate agreements at or near the same time with the same customer. The Company evaluates such agreements to determine whether they should be accounted for individually as distinct arrangements or whether the separate agreements are, in substance, a single multiple element arrangement. The Company evaluates whether the negotiations are conducted jointly as part of a single negotiation, whether the deliverables are interrelated or interdependent, whether the fees in one arrangement are tied to performance in another arrangement, and whether elements in one arrangement are essential to another arrangement. The Company’s evaluation involves significant judgment to determine whether a group of agreements might be so closely related that they are, in effect, part of a single arrangement. Our collaboration agreements typically involve multiple elements or deliverables, including upfront fees, contract research and development, milestone payments, technology licenses or options to obtain technology licenses and royalties. For these arrangements, revenues are recognized in accordance with FASB ASC Topic 605-25, “Revenue Recognition Multiple Element Arrangements.” The Company’s revenues associated with multiple element contracts is based on the selling price hierarchy, which utilizes vendor-specific objective evidence (“VSOE”) when available, third-party evidence (“TPE”) if VSOE is not available, and if neither is available then the best estimate of the selling price is used. The Company utilizes best estimate for its multiple deliverable transactions as VSOE and TPE do not exist. To be considered a separate element, the product or service in question must represent a separate unit under Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin 104, and fulfill the following criteria: the delivered item(s) has value to the customer on a standalone basis; there is objective and reliable evidence of the fair value of the undelivered item(s); and if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. For arrangements containing multiple elements, revenue from time and materials based service arrangements is recognized as the service is performed. Revenue relating to undelivered elements is deferred at the estimated fair value until delivery of the deferred elements. If the arrangement does not meet all criteria above, the entire amount of the transaction is deferred until all elements are delivered. The portion of revenue related to engineering and development is recognized ratably upon delivery of the goods or services pertaining to the underlying contractual arrangement or revenue is recognized as certain activities are performed by the Company over the estimated performance period. For PPA projects with no identified buyer until at or near the completion of the project, the Company recognizes revenue for the sales of PPA projects following the guidance in FASB ASC Topic 360, “Accounting for Sales of Real Estate.” We record the sale as revenue after the initial and continuing investment requirements have been met and whether collectability from the buyer is reasonably assured, which generally occurs at the end of a project. We may align our revenue recognition and release our project assets or deferred PPA project costs to cost of sales with the receipt of payment from the buyer if the sale has been consummated and we have transferred the usual risks and rewards of ownership to the buyer. For PPA projects with an identified buyer, the Company recognizes revenue for the sales of PPA projects using the percentage of completion method for recording revenues on long term contracts under FASB ASC 605-35, “Construction-Type and Production-Type Contracts,” measured by the percentage of cost incurred to date to estimated total cost for each contract. That method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. The Company charges shipping and handling fees when products are shipped or delivered to a customer, and includes such amounts in product revenues and shipping costs in cost of sales. The Company reports its revenues net of estimated returns and allowances. Revenues for the year ended June 30, 2017 were comprised of two significant customers ( 71 81 336,685 72 157,200 91 |
Engineering, Development, and License Revenues | Engineering, Development and License Revenues We assess whether a substantive milestone exists at the inception of our agreements. In evaluating if a milestone is substantive we consider whether: ⋅ Substantive uncertainty exists as to the achievement of the milestone event at the inception of the arrangement; ⋅ The achievement of the milestone involves substantive effort and can only be achieved based in whole or in part on our performance or the occurrence of a specific outcome resulting from our performance; ⋅ The amount of the milestone payment appears reasonable either in relation to the effort expended or the enhancement of the value of the delivered item(s); ⋅ There is no future performance required to earn the milestone; and ⋅ The consideration is reasonable relative to all deliverables and payment terms in the arrangement. If any of these conditions are not met, we do not consider the milestone to be substantive and we defer recognition of the milestone payment and recognize it as revenue over the estimated period of performance, if any. On April 8, 2011, the Company entered into a Collaboration Agreement with Honam Petrochemical Corporation, now known as Lotte Chemical Corporation (“Lotte”), pursuant to which the Company and Lotte collaborated on the technical development of the Company’s third generation zinc bromide flow battery module (the “Version 3 Battery Module”) and Lotte received a fully paid-up, exclusive and royalty-free license to sell and manufacture the Version 3 Battery Module in South Korea and a non-exclusive royalty-bearing license to sell the Version 3 Battery Module in Japan, Thailand, Taiwan, Malaysia, Vietnam and Singapore. On December 16, 2013, the Company and Lotte entered into a Research and Development Agreement (the “R&D Agreement”) pursuant to which the Company has agreed to develop and provide to Lotte a 500kWh zinc bromide flow battery system, including a zinc bromide chemical flow battery module and related software, on the terms and conditions set forth in the R&D Agreement (the “Lotte Project”). Subject to the satisfaction of certain specified milestones, Lotte was required to make payments to the Company under the R&D Agreement totaling $3,000,000 over the term of the Lotte Project. We recognized revenue under the R&D Agreement based upon a Performance Based Method pursuant to the model described in FASB ASC Subtopic 980-605-25, where revenue is recognized based on the lesser of the amount of nonrefundable cash received or the amounts due based on the proportional amount of the total effort expected to be expended on the contract that has been provided to date as there does not exist substantial doubt that the milestones will be achieved. The Company recognized $ 175,000 369,172 Additionally, on December 16, 2013, we entered into an Amended License Agreement with Lotte (the “Amended License Agreement”). Pursuant to the Amended License Agreement, we granted to Lotte (1) an exclusive and royalty-free limited license in South Korea to use the Company’s zinc bromide flow battery module, zinc bromide flow battery stack and the technical information and know how related to the intellectual property arising from the Lotte Project (collectively, the “Technology”) to manufacture or sell a zinc bromide flow battery (the “Lotte Product”) in South Korea and (2) a non-exclusive (a) royalty-free limited license for Lotte and its affiliates to use the Technology internally in all locations other than China and South Korea to manufacture the Lotte Product and (b) royalty-bearing limited license to sell the Lotte Product in all locations other than China, the United States and South Korea. Lotte was required to pay us a total license fee of $3,000,000 under the Amended License Agreement plus up to an additional $1,000,000 if certain specific milestones are successfully achieved. In addition, Lotte is required to make ongoing royalty payments to the Company equal to a single digit percentage of Lotte’s net sales of the Lotte Product outside of South Korea until December 31, 2019. The original license fees were subject to a 16.5% non-refundable Korea withholding tax. Overall since December 16, 2013 through June 30, 2017 there were $ 5,425,000 5,425,000 Engineering and development costs related to the Lotte Project totaled $ 937,725 576,178 As of June 30, 2017 and June 30, 2016, the Company had no unbilled amounts from engineering and development contracts in process. |
Advanced Engineering and Development Expenses | Advanced Engineering and Development Expenses In accordance with FASB ASC Topic 730, “Research and Development,” the Company expenses advanced engineering and development costs as incurred. These costs consist primarily of materials, labor and allocable indirect costs incurred to design, build and test prototype units, as well as the development of manufacturing processes for these units. Advanced engineering and development costs also include consulting fees and other costs. To the extent these costs are separately identifiable, incurred and funded by advanced engineering and development type agreements with outside parties, they are shown separately on the consolidated statements of operations as a “Cost of engineering and development.” |
Stock-Based Compensation | Stock-Based Compensation The Company measures all “Share-Based Payments," including grants of stock options, restricted shares and restricted stock units (“RSUs”) in its consolidated statements of operations based on their fair values on the grant date, which is consistent with FASB ASC Topic 718, “Stock Compensation,” guidelines. Accordingly, the Company measures share-based compensation cost for all share-based awards at the fair value on the grant date and recognizes share-based compensation over the service period for awards that are expected to vest. The fair value of stock options is determined based on the number of shares granted and the price of the shares at grant, and calculated based on the Black-Scholes valuation model. The Company compensates its outside directors with RSUs and cash. The grant date fair value of the RSU awards is determined using the closing stock price of the Company’s common stock on the day prior to the date of the grant, with the compensation expense amortized over the vesting period of RSU awards, net of estimated forfeitures. The Company only recognizes expense for those options or shares that are expected ultimately to vest, using two attribution methods to record expense, the straight-line method for grants with only service-based vesting or the graded-vesting method, which considers each performance period, for all other awards. See further discussion of stock-based compensation in Note 11. |
Advertising Expense | Advertising Expense Advertising costs of $ 134,313 122,367 |
Income Taxes | Income Taxes The Company records deferred income taxes in accordance with FASB ASC Topic 740, “Accounting for Income Taxes.” FASB ASC Topic 740 requires recognition of deferred income tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred income tax assets to the amount expected to be realized. There were no net deferred income tax assets recorded as of June 30, 2017 and June 30, 2016. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties as required under FASB ASC Topic 740, which only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. The Company’s U.S. Federal income tax returns for the years ended June 30, 2013 through June 30, 2016 and the Company’s Wisconsin and Australian income tax returns for the years ended June 30, 2012 through June 30, 2016 are subject to examination by taxing authorities. As of June 30, 2017, there were no examinations in progress. On August 2, 2017, the United States Internal Revenue Service (“IRS”) notified the Company of an income tax audit for the tax period ended June 30, 2015. The Company cannot reasonably estimate the ultimate outcome of the IRS audit; however, it believes that it has followed applicable U.S. tax laws and will defend its income tax positions. |
Foreign Currency | Foreign Currency The Company uses the United States dollar as its functional and reporting currency, while the Australian dollar and Hong Kong dollar are the functional currencies of its foreign subsidiaries. Assets and liabilities of the Company’s foreign subsidiaries are translated into United States dollars at exchange rates that are in effect at the balance sheet date while equity accounts are translated at historical exchange rates. Income and expense items are translated at average exchange rates which were applicable during the reporting period. Translation adjustments are recorded in accumulated other comprehensive loss as a separate component of equity in the consolidated balance sheets. |
Loss per Share | Loss per Share The Company follows the FASB ASC Topic 260, “Earnings per Share,” provisions which require the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (net loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with the FASB ASC Topic 260, any anti-dilutive effects on net income (loss) per share are excluded. As of June 30, 2017 and June 30, 2016, there were 17,669,534 15,972,845 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company maintains significant cash deposits primarily with one financial institution. The Company has not previously experienced any losses on such deposits. Additionally, the Company performs periodic evaluations of the relative credit rating of the institution as part of its banking strategy. Concentrations of credit risk with respect to accounts receivable are limited due to accelerated payment terms in current customer contracts and creditworthiness of the current customer base. |
Reclassifications | Reclassifications Certain amounts previously reported have been reclassified to conform to the current presentation. The reclassifications did not impact prior period results of operations, cash flows, total assets, total liabilities, or total equity. |
Segment Information | Segment Information The Company has determined that it operates as one reportable segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective and not included below will not have a material impact on our financial position or results of operations upon adoption. In May 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-09 Compensation Stock Compensation (Topic 718): Scope of Modification Accounting. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective prospectively for all companies for annual periods and interim periods within those annual periods beginning on or after December 15, 2017. The Company is currently assessing the impact the adoption of ASU 2017-09 will have on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the amendments eliminate Step 2 from the goodwill impairment test, under which in computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under the amendments in ASU 2017-04, the annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The guidance is effective prospectively for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). The amendments in ASU 2016-15 addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements. In May 2016, the FASB issued ASU 2016-11 Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update). ASU 2016-11 rescinds the certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities Oil and Gas, effective upon the adoption of Topic 606. Specifically, registrants should not rely on the following SEC Staff Observer comments upon adoption of Topic 606: (a) Revenue and Expense Recognition for Freight Services in Process, (b) Accounting for Shipping and Handling Fees and Costs, (c) Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the Vendor’s Products), (d) Accounting for Gas-Balancing Arrangements (that is, use of the “entitlements method”). In addition, as a result of the amendments in Update 2014-16, the SEC staff is rescinding its SEC Staff Announcement, “Determining the Nature of a Host Contract Related to a Hybrid Instrument Issued in the Form of a Share under Topic 815,” effective concurrently with ASU 2014-16. The Company is currently assessing the impact the adoption of ASU 2016-11 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 Compensation Stock Compensation (Topic 780): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 modifies US GAAP by requiring the following, among others: (1) all excess tax benefits and tax deficiencies are to be recognized as income tax expense or benefit on the income statement (excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period); (2) excess tax benefits are to be classified along with other income tax cash flows as an operating activity in the statement of cash flows; (3) in the area of forfeitures, an entity can still follow the current US GAAP practice of making an entity-wide accounting policy election to estimate the number of awards that are expected to vest or may instead account for forfeitures when they occur; and (4) classification as a financing activity in the statement of cash flows of cash paid by an employer to the taxing authorities when directly withholding shares for tax withholding purposes. ASU 2016-09 is effective for annual periods beginning after January 1, 2017, including interim periods. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-09 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-07 Investments Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, which simplifies the accounting for equity method investments by removing the requirements that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, and must apply a prospective adoption approach. Early adoption is permitted. The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-06 Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the Emerging Issues Task Force), which requires that embedded derivatives be separate from the host contract and accounted for separately as derivatives if certain criteria are met, including the “clearly and closely related” criterion. The amendments in this update clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The amendments apply to all entities that are issuers or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. ASU 2016-06 is effective for fiscal years beginning after December 15, 2016 and interim periods within those years, and must apply a modified retrospective transition approach. Early adoption is permitted. The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-05 Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the Emerging Issues Task Force), which provides guidance clarifying that the novation of a derivative contract (i.e. a change in counterparty) in a hedge accounting relationship does not, in and of itself, require designation of that hedge accounting relationship. This ASU amends ASC 815 to clarify that such a change does not, in and of itself, represent a termination or the original derivative instrument or a change in the critical terms of the hedge relationship. ASU 2016-05 allows the hedging relationship to continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterpart to the derivative contract is considered. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. Entities may adopt the guidance prospectively or use a modified retrospective approach. The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance makes specific improvements to existing US GAAP for financial instruments, including requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requiring entities to use the exit price notion when measuring fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and requiring entities to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017. Early adoption of the own credit provision is permitted. The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The amendments in this update eliminate the requirement for entities to retrospectively account for adjustments made to provisional amounts recognized in a business combination. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2015, including interim reporting periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date. The Company was required to adopt this standard beginning July 1, 2016. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendment was issued to modify the process in which entities measure inventory. The amendment does not apply to inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. This amendment requires entities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments are effective for fiscal years beginning after December 31, 2016, including interim periods within those fiscal years on a prospective basis with earlier application permitted as of the beginning of an interim or annual reporting period. The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements. In February 2015, the FASB issued ASU 2015-02 Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendment is intended to improve certain areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations and securitization structures. The amendment simplifies reporting requirements by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of application of related-party guidance when determining a controlling financial interest in a variable interest entity (“VIE”), and changing consolidation conclusions for public companies in several industries that typically make use of limited partnerships or VIEs. The amendment is effective for fiscal years beginning after December 31, 2015. The Company was required to adopt this standard beginning July 1, 2016. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In January 2015, the FASB issued ASU 2015-01 Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The amendment was issued to reduce complexity in the accounting standards by eliminating the concept of extraordinary items from US GAAP. The amendment is effective for annual periods ending after December 15, 2015. The change may be applied prospectively or retrospectively to all prior periods presented in the financial statements. The Company was required to adopt this standard beginning July 1, 2016. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements. In August 2014, the FASB issued ASU 2014-15 Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40). The update requires management to perform a going concern assessment if there is substantial doubt about an entity’s ability to continue as a going concern within one year of the financial statement issuance date. Under the new standard, the definition of substantial doubt incorporates a likeliness threshold of “probable” that is consistent with the current use of the term defined in US GAAP for loss contingencies (Topic 450 Contingencies). Management will need to consider conditions that are known and reasonably knowable at the financial statement issuance date and determine whether the entity will be able to meet its obligations within the one-year period. Additional disclosures are required if it is probable that the entity will be unable to meet its current obligations. The amendments in this ASU will be effective for annual periods ending after December 15, 2016. Early adoption is permitted. The Company was required to adopt this standard beginning July 1, 2017. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In June 2014, the FASB issued ASU 2014-12 - Compensation Stock Compensation (Topic 718). The amendment requires that entities treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting and, accordingly, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation expense should be recognized in the period in which it becomes probable that the performance target will be achieved. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 . In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers (Topic 606). The amendment outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue model to contracts within its scope, an entity identifies the contract(s) with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the performance obligations in the contract and recognizes revenue when the entity satisfies a performance obligation. ASU 2014-09 also includes additional disclosure requirements regarding revenue, cash flows and obligations related to contracts with customers. In August 2015, the FASB issued ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment defers the effective date of ASU 2014-09 for all entities by one year. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. In March 2016, the FASB also issued ASU 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments in ASU 2016-08 affect the guidance in ASU 2014-09. ASU 2016-08 requires when a third party is involved in provided goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or services itself to the customer (that is, the entity is a principal) or to arrange for that good or service to be provided by the third party to the customer (that is, the entity is an agent). If the entity is a principal, upon satisfying a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred to the customer. If the entity is an agent, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified good or service to be provided by the third party. In April 2016, the FASB issued ASU 2016-10 Revenue from Contracts with Customers Identifying Performance Obligations and Licensing, clarifying the implementation guidance on identifying performance obligations and licensing. Specifically, the amendments reduce the cost and complexity of identifying promised goods or services and improves the guidance for determining whether promises are separately identifiable. The amendments also provide implementation guidance on determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU 2016-12 Revenue from Contracts with Customers Narrow-Scope Improvements and Practical Expedients, which contains certain clarifications and practical expedients in response to certain identified implementation issues. The effective date and transition requirements for ASU 2016-08, 2016-10 and 2016-12 are the same as the effective date and transition requirements for ASU 2014-09. As of September 27, 2017, and subject to the potential effects of any new related ASUs issued by the FASB, as well as the Company’s ongoing evaluation of transactions and contracts, the Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements. The Company anticipates adopting this guidance at the beginning of fiscal 2019 using the full retrospective approach. |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable | The composition of accounts receivable by aging category is as follows as of: June 30, 2017 June 30, 2016 Current $ 309,156 $ 165,114 30-60 days - 2,219 60-90 days - - Over 90 days 160,750 5,300 Total $ 469,906 $ 172,633 |
Schedule of Finite-Lived Intangible Assets | The customer intangible asset is comprised of the following as of: June 30, 2017 June 30, 2016 Gross carrying value $ 169,322 $ 169,322 Accumulated amortization (161,073) (93,029) Net carrying value $ 8,249 $ 76,293 |
Estimated Useful Lives Used For Each Class of Depreciable Assets | The estimated useful lives used for each class of depreciable asset are: Estimated Useful Manufacturing equipment 3 7 Office equipment 3 7 Building and improvements 7 40 |
Schedule Of Accrued Warranty Liability | The following is a summary of accrued warranty activity : Year ended June 30, 2017 2016 Beginning balance $ 27,207 $ 176,967 Accruals for warranties during the period 276,855 44,645 Settlements during the period (321,098) (318,698) Adjustments relating to preexisting warranties 256,209 124,293 Ending balance $ 239,173 $ 27,207 |
Deferred Revenue, by Arrangement, Disclosure | A summary of changes to long-term deferred revenue for extended warranty contracts is as follows: Year ended June 30, 2017 2016 Beginng balance $ - $ - Deferred revenue for new extended warranty contracts 435,450 - Deferred revenue recognized (3,750) - Ending balance 431,700 - Less: current portion of deferred revenue for extended warranty contracts 9,062 - Long-term deferred revenue for extended warranty contracts $ 422,638 $ - |
CHINA JOINT VENTURE (Tables)
CHINA JOINT VENTURE (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Related Party Sales and Purchase Activity | Activity with Meineng Energy for the years ended and as of June 30, 2017 and June 30, 2016 is summarized as follows: Year ended June 30, 2017 2016 Product sales to Meineng Energy $ 72,712 $ 114,729 Cost of product sales to Meineng Energy 76,109 46,497 Product purchases from Meineng Energy 1,300,892 1,048,118 |
Schedule of Related Party Transactions | As of June 30, 2017 and June 30, 2016, the total amount due to Meineng Energy is as follows: June 30, 2017 June 30, 2016 Net amount due to Meineng Energy $ (12,298) $ (85,011) |
Equity Method Investments | The operating results for Meineng Energy for the years ended June 30, 2017 and June 30, 2016 are summarized as follows: Year ended June 30, 2017 2016 Revenues $ 1,447,243 $ 978,595 Gross profit (loss) 135,228 (4,164) Loss from operations (1,425,564) (1,558,807) Net loss (1,391,295) (1,509,762) |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Goodwill | Fair value of the consideration transferred $ 327,127 Identifiable net assets acquired 320,843 Goodwill $ 6,284 |
Fair value of the assets acquired | The following table summarizes the fair value of the assets acquired as of the date of acquisition: Project assets $ 151,522 Customer intangible assets 169,321 Identifiable net assets $ 320,843 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Net inventories are comprised of the following as of: June 30, 2017 June 30, 2016 Raw materials and subassemblies $ 2,477,418 $ 1,857,471 Work in progress 4,595 12,471 Total $ 2,482,013 $ 1,869,942 |
PROPERTY, PLANT & EQUIPMENT (Ta
PROPERTY, PLANT & EQUIPMENT (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, plant, and equipment | Property, plant and equipment are comprised of the following: June 30, 2017 June 30, 2016 Land $ 217,000 $ 217,000 Building and improvements 3,532,375 3,931,129 Manufacturing equipment 4,255,385 3,953,788 Office equipment 454,562 424,359 Total, at cost 8,459,322 8,526,276 Less: accumulated depreciation (5,013,069) (4,637,170) Property, plant and equipment, net $ 3,446,253 $ 3,889,106 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Information with respect to the carrying amount of goodwill is as follows: June 30, 2017 June 30, 2016 Beginning balance $ 809,363 $ 803,079 Goodwill acquired during the year - 6,284 Ending balance $ 809,363 $ 809,363 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Company's debt | The Company’s debt consisted of the following: June 30, 2017 June 30, 2016 Current maturities of long-term debt $ 317,497 $ 332,707 Long-term debt 740,586 1,057,720 Total $ 1,058,083 $ 1,390,427 |
Bank loans and notes payable | Bank loans, notes payable and other debt consisted of the following: As of June 30, 2017 2016 Note payable to Wisconsin Econcomic Development Corporation payable in monthly installments of $23,685, including interest at 2%, with the final payment due May 1, 2018; collateralized by equipment purchased with the loan proceeds and substantially all assets of the Company not otherwise collateralized. $ 257,960 $ 534,009 Bank loan payable in fixed monthly installments of $6,800 of principal and interest at a rate of 0.25% below prime, as defined, subject to a floor of 5% with any remaining principal and interest due at maturity on June 1, 2018; collateralized by the building and land. 468,297 524,592 Equipment finance obligation, interest payable in quarterly installments ranging between $1,510 and $2,555 at an imputed interest rate of approximately 2.44% over 20 years. See Note 15 for discussion of sale-leaseback transaction. 331,826 331,826 $ 1,058,083 $ 1,390,427 |
Maximum aggregate annual principal payments for fiscal periods | Maximum aggregate annual principal payments for fiscal periods subsequent to June 30, 2017 are as follows: 2018 $ 317,497 2019 408,760 2020 - 2021 - 2022 - Thereafter 331,826 $ 1,058,083 |
EMPLOYEE AND DIRECTOR EQUITY 34
EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions | The following assumptions were used to estimate the fair value of options granted during the years ended June 30, 2017 and June 30, 2016 using the Black-Scholes option-pricing model: Year ended June 30, 2017 2016 Expected life of option (years) 4 4 Risk-free interest rate 1.14 - 1.7% 0.85 - 1.50% Assumed volatility 107.7 - 113.55% 100.77 - 104.65% Expected dividend rate 0.00% 0.00% Expected forfeiture rate 6.23 - 9.18% 6.22 - 12.63% |
Schedule Of Share Based Compensation Stock Options Activity | Information with respect to stock option activity is as follows: Number Weighted Average Balance at June 30, 2015 1,577,778 $ 2.60 Options granted 4,782,100 0.49 Options forfeited (248,518) 4.16 Balance at June 30, 2016 6,111,360 0.88 6.96 Options granted 2,654,100 0.59 Options exercised (124,252) 0.56 Options forfeited (391,910) 2.55 Balance at June 30, 2017 8,249,298 $ 0.71 6.50 |
Disclosure Of Share Based Compensation Arrangements By Share Based Payment Award | The following table summarizes information relating to the stock options outstanding as of June 30, 2017: Outstanding Exercisable Range of Exercise Prices Number Average Weighted Number Average Weighted $0.28 to $1.00 7,389,398 6.74 $ 0.52 2,344,967 6.29 $ 0.50 $1.01 to $2.50 662,150 5.27 1.48 509,483 4.96 1.61 $2.51 to $5.00 82,200 1.96 3.98 82,200 1.96 3.98 $5.01 to $6.95 115,550 1.13 6.31 115,550 1.13 6.31 Balance at June 30, 2017 8,249,298 6.50 $ 0.71 3,052,200 5.75 $ 1.00 |
Schedule Of Unrecognized Compensation Cost Nonvested Awards | A summary of the status of unvested employee stock options as of June 30, 2017 and June 30, 2016 and changes during the years then ended is presented below: Number Weighted Average Balance at June 30, 2015 776,525 $ 1.19 Options granted 4,782,100 0.49 Options vested (596,993) 0.89 Options forfeited (109,265) 0.88 Balance at June 30, 2016 4,852,367 0.54 7.42 Options granted 2,654,100 0.59 Options vested (2,110,085) 0.57 Options forfeited (199,284) 0.80 Balance at June 30, 2017 5,197,098 $ 0.54 6.93 |
Schedule Of Share Based Compensation Restricted Stock Units Award Activity | The table below summarizes the activity of the RSUs for the years ended June 30, 2017 and June 30, 2016: Number of Weighted Balance at June 30, 2015 1,936,035 $ 1.53 RSUs granted 2,364,000 0.50 Shares issued (270,791) 0.63 Balance at June 30, 2016 4,029,244 1.03 RSUs granted 1,671,816 1.15 Shares issued (144,728) 0.75 Balance at June 30, 2017 5,556,332 $ 1.07 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
WARRANTS [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The table below summarizes warrant balances and activity for the years ended June 30, 2017 and June 30, 2016: Number of Weighted Balance at June 30, 2015 2,927,952 $ 1.88 Warrants granted 45,000 0.37 Warrants expired (317,342) 5.38 Balance at June 30, 2016 2,655,610 1.43 Warrants granted 357,500 0.42 Warrants exercised (45,000) 0.37 Warrants expired (2,610,610) 1.45 Balance at June 30, 2017 357,500 $ 0.42 |
BASIC AND DILUTED NET LOSS PE36
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potential common shares not included in calculating diluted net loss per share are as follows: June 30, 2017 June 30, 2016 Stock options and restricted stock units 13,805,630 10,140,604 Stock warrants 357,500 2,655,610 Series B preferred shares 3,506,404 3,176,631 Total 17,669,534 15,972,845 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The table below summarizes the asset retirement obligation balances and activity: Year ended June 30, 2017 2016 Balance at beginning of year $ 18,759 $ - Liabilities incurred - 18,527 Accretion expense 938 232 Balance at end of year $ 19,697 $ 18,759 |
Summary Of Weighted average Discount Rate For Finance And Operating Leases | Information regarding the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of June 30, 2017 and June 30, 2016 are summarized below: As of June 30, 2017 2016 Weighted-average remaining lease term (in years) Operating leases 2.37 1.33 Weighted-average discount rate Operating leases 5.0 % 5.0 % |
Schedule Of Future Minimum Rental Payments For Operating Leases | The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in the consolidated balance sheets as of June 30, 2017: 2018 $ 69,805 2019 64,297 2020 24,954 2021 - 2022 - Thereafter - Total undiscounted lease payments 159,056 Present value adjustment (8,842) Net operating lease liabilities $ 150,214 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | The provision for income taxes consists of the following: Year Ended June 30, 2017 2016 Current $ - $ (468) Deferred - - Provision for income taxes $ - $ (468) |
Effective income tax rate reconciliation | The Company’s combined effective income tax rate differed from the U.S. federal statutory income rate as follows: Year Ended June 30, 2017 2016 Income tax expense/(benefit) computed at the U.S. federal statutory rate -34 % -34 % Change in valuation allowance 34 % 34 % Total 0 % 0 % |
Significant components of the Company's net deferred income tax assets | June 30, 2017 June 30, 2016 Federal net operating loss carryforwards $ 18,557,615 $ 18,018,631 Federal - other 3,794,302 2,446,635 Wisconsin net operating loss carryforwards 3,116,946 2,929,157 Australia net operating loss carryforwards 1,334,725 1,290,134 Deferred income tax asset valuation allowance (26,803,588) (24,684,557) Total deferred income tax assets $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN39
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Current | $ 309,156 | $ 165,114 |
30-60 days | 0 | 2,219 |
60-90 days | 0 | 0 |
Over 90 days | 160,750 | 5,300 |
Total | $ 469,906 | $ 172,633 |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 169,322 | $ 169,322 |
Accumulated amortization | (161,073) | (93,029) |
Net carrying value | $ 8,249 | $ 76,293 |
SUMMARY OF SIGNIFICANT ACCOUN41
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Jun. 30, 2017 | |
Maximum [Member] | ManufacturingEquipment [Member] | |
Estimated Useful Lives of Property, Plant and Equipment | 7 years |
Maximum [Member] | OfficeEquipment [Member] | |
Estimated Useful Lives of Property, Plant and Equipment | 7 years |
Maximum [Member] | Building and Building Improvements [Member] | |
Estimated Useful Lives of Property, Plant and Equipment | 40 years |
Minimum [Member] | ManufacturingEquipment [Member] | |
Estimated Useful Lives of Property, Plant and Equipment | 3 years |
Minimum [Member] | OfficeEquipment [Member] | |
Estimated Useful Lives of Property, Plant and Equipment | 3 years |
Minimum [Member] | Building and Building Improvements [Member] | |
Estimated Useful Lives of Property, Plant and Equipment | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN42
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Beginning balance | $ 27,207 | $ 176,967 |
Accruals for warranties during the period | 276,855 | 44,645 |
Settlements during the period | (321,098) | (318,698) |
Adjustments relating to preexisting warranties | 256,209 | 124,293 |
Ending balance | $ 239,173 | $ 27,207 |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jul. 13, 2015 | |
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue for new extended warranty contracts | $ 422,638 | $ 13,290,000 | |
Less: current portion of deferred revenue for extended warranty contracts | 90,876 | 201,352 | |
Long-term deferred revenue for extended warranty contracts | 422,638 | 13,290,000 | $ 13,290,000 |
Extended Warranty Contracts [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Beginning balance | 0 | 0 | |
Deferred revenue for new extended warranty contracts | 435,450 | 0 | |
Deferred revenue recognized | (3,750) | 0 | |
Ending balance | 431,700 | 0 | |
Less: current portion of deferred revenue for extended warranty contracts | 9,062 | 0 | |
Long-term deferred revenue for extended warranty contracts | $ 422,638 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Allowance for doubtful accounts | $ 47,307 | $ 10,878 |
Standard Product Warranty Accrual | 239,173 | 27,207 |
Cost of engineering and development | 937,725 | 583,137 |
Advertising costs | $ 134,313 | $ 122,367 |
Shares excluded from the computation of earnings per share | 17,669,534 | 15,972,845 |
Extended Product Warranty Period | 20 years | |
Accounts Receivable, Net, Current | $ 469,906 | $ 172,633 |
Amortization of customer intangible assets | 68,044 | 93,029 |
Impairment of PPA project costs | 0 | 1,890,357 |
Lotte Research And Development Agreement [Member] | ||
Cost of engineering and development | $ 937,725 | 576,178 |
Research And Development License Fee Payable Terms | Lotte was required to pay us a total license fee of $3,000,000 under the Amended License Agreement plus up to an additional $1,000,000 if certain specific milestones are successfully achieved. In addition, Lotte is required to make ongoing royalty payments to the Company equal to a single digit percentage of Lottes net sales of the Lotte Product outside of South Korea until December 31, 2019. The original license fees were subject to a 16.5% non-refundable Korea withholding tax. | |
Revenue Recognition, Percentage of Completion Method, Revenue Recognized | $ 175,000 | 369,172 |
Revenue Recognition Percentage of Completion Method, Payments Received | $ 5,425,000 | 5,425,000 |
Investee Company's [Member] | Maximum [Member] | ||
Equity Method Investment, Ownership Percentage | 50.00% | |
Investee Company's [Member] | Minimum [Member] | ||
Equity Method Investment, Ownership Percentage | 20.00% | |
Customer Three Concentration Risk [Member] | ||
Accounts Receivable, Net, Current | $ 336,685 | $ 157,200 |
Sales Revenue, Net [Member] | ||
Concentration Risk, Percentage | 71.00% | 81.00% |
Accounts Receivable [Member] | Customer One Concentration Risk [Member] | ||
Concentration Risk, Percentage | 72.00% | |
Accounts Receivable [Member] | Customer Two Concentration Risk [Member] | ||
Concentration Risk, Percentage | 91.00% |
MANAGEMENT_S PLANS AND FUTURE O
MANAGEMENT’S PLANS AND FUTURE OPERATIONS (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Net Income (Loss) Attributable to Parent | $ (4,089,536) | $ (17,876,058) |
Accumulated deficit | (124,639,644) | (120,550,108) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 17,907,767 | 18,037,060 |
Liabilities | $ 3,906,490 | $ 16,234,912 |
GLOBAL STRATEGIC PARTNERSHIP 46
GLOBAL STRATEGIC PARTNERSHIP WITH SPI ENERGY CO., LTD. (Details Textual) - USD ($) | Jul. 13, 2015 | Jul. 26, 2017 | Aug. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Class of Warrant or Right, Value of Securities Called by Warrants or Rights | $ 36,729,000 | ||||
Share Price | $ 0.37 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.7346 | ||||
Preferred Stock, Participation Rights | holders of the Purchased Preferred Shares are entitled to receive out of the assets of the Company an amount equal to the higher of (1) the Stated Value, which was $28,048,000 as of June 30, 2017 and (2) the amount payable to the holder if it had converted the shares into common stock immediately prior to the Liquidation or Fundamental Transaction, for each share of the Purchased Preferred Stock after any distribution or payment to the holders of the Series B Preferred Stock and before any distribution or payment shall be made to the holders of the Companys existing common stock, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed shall be ratably distributed in accordance with respective amount that would be payable on such shares if all amounts payable thereon were paid in full, which was $12,276,682 as of June 30, 2017. | ||||
Convertible Preferred Stock, Conversion Price | $ 0.6678 | ||||
Sale of Stock, Price Per Share | $ 1,000 | ||||
Fair Value Of Purchased Common Stock | $ 6,800,000 | ||||
Fair Value Assumptions, Aggregate Equity Value | $ 122,800,000 | ||||
Fair Value Assumptions, Risk Free Interest Rate | 1.40% | ||||
Fair Value Assumptions, Expected Volatility Rate | 101.30% | ||||
Deferred Revenue, Noncurrent | $ 13,290,000 | $ 422,638 | $ 13,290,000 | ||
Proceeds from issuance of preferred stock | $ 0 | $ 13,300,000 | |||
Share Purchase Agreement Terms Description | commitment to capital expenditures in excess of $7 million during any fiscal year | ||||
Common Stock Redemption Description | Except as required by law or as set forth in the Certificate of Designation for the Series C Preferred Stock, the Purchased Preferred Shares do not have voting rights. While the Series C Preferred Stock is outstanding, the Company may not pay dividends on its common stock and may not redeem more than $100,000 in common stock per year. | ||||
Convertible Preferred Stock, Shares Issuable upon Conversion | 42,000,600 | ||||
Governance Agreement Terms Description | 0.6678 | ||||
Common Stock [Member] | |||||
Issuance of common stock, net of costs and underwriting fees, Shares | 7,150,000 | 8,000,000 | |||
Share Price | $ 0.85 | ||||
Melodious Investments Company Limited [Member] | |||||
Share Purchase Agreement Terms Description | The Share Purchase Agreement provides that if the purchased shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock are not converted into shares of common stock within six months following the closing date, Melodious will have the right to require SPI to repurchase such shares for a price equal to approximately 102% of the price paid by Melodious for such shares (plus 10% interest accrued from the closing date). | ||||
Stock Repurchased During Period, Value | $ 11,600,000 | ||||
SPI Energy Co., Ltd [Member] | |||||
Class of Warrant or Right, Value of Securities Called by Warrants or Rights | $ 36,729,000 | ||||
Offering expenses | $ 807,807 | ||||
Share Price | $ 0.6678 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.7346 | ||||
Closing Fair Value Of Series C Preferred Stock | $ 13,300,000 | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 17.00% | ||||
Governance Agreement Terms Exceeds Of Debt | $ 10,000,000 | ||||
Governance Agreement Terms Exceeds Of Consideration Paid | 2,000,000 | ||||
Governance Agreement Terms Exceeds Of Expenses Other Than Salary, Bonus or Reimbursement of Reasonable Expenses | 120,000 | ||||
Governance Agreement Terms Exceeds Of Assets | 5,000,000 | ||||
Proceeds from issuance of preferred stock | $ 17,000,000 | ||||
Payments for Common and Series C Preferred Stock | $ 33,390,000 | ||||
SPI Energy Co., Ltd [Member] | Common Stock [Member] | |||||
Issuance of common stock, net of costs and underwriting fees, Shares | 8,000,000 | ||||
Series C Convertible Preferred Stock [Member] | SPI Energy Co., Ltd [Member] | |||||
Issuance of common stock, net of costs and underwriting fees, Shares | 28,048 | ||||
Series C One Preferred Stock [Member] | SPI Energy Co Ltd Securities Purchase Agreement [Member] | |||||
Shares Sold From One Investor To Another Investor | 7,012 | ||||
Series C Two Preferred Stock [Member] | SPI Energy Co Ltd Securities Purchase Agreement [Member] | |||||
Shares Sold From One Investor To Another Investor | 4,341 |
CHINA JOINT VENTURE (Details)
CHINA JOINT VENTURE (Details) - Meineng Energy - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Product sales to Meineng Energy | $ 72,712 | $ 114,729 |
Cost of product sales to Meineng Energy | 76,109 | 46,497 |
Product purchases from Meineng Energy | 1,300,892 | 1,048,118 |
Net amount due to Meineng Energy | $ (12,298) | $ (85,011) |
CHINA JOINT VENTURE (Details 1)
CHINA JOINT VENTURE (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | $ 1,447,243 | $ 978,595 |
Gross profit (loss) | 135,228 | (4,164) |
Loss from operations | (1,425,564) | (1,558,807) |
Net loss | $ (1,391,295) | $ (1,509,762) |
CHINA JOINT VENTURE (Details Te
CHINA JOINT VENTURE (Details Textual) | Aug. 12, 2014USD ($) | Aug. 12, 2014CNY (¥) | Dec. 31, 2011USD ($) | Aug. 30, 2011USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Aug. 12, 2014CNY (¥) |
Equity Method Investments | $ 1,947,728 | $ 2,165,626 | |||||
Gain (Loss) on Investments | $ 775,537 | ||||||
Chief Executive Officer [Member] | |||||||
Equity Method Investment, Ownership Percentage | 6.00% | ||||||
Power Sav [Member] | |||||||
Equity Method Investment, Ownership Percentage | 40.00% | 40.00% | |||||
Payments to Acquire Interest in Joint Venture | $ 3,300,000 | ||||||
Noncontrolling Interest [Member] | |||||||
Gain (Loss) on Investments | $ 481,870 | ||||||
Ensync Inc [Member] | |||||||
Equity Method Investment, Ownership Percentage | 30.00% | 60.00% | 30.00% | ||||
Payments to Acquire Interest in Joint Venture | $ 200,000 | ||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 814,546 | ||||||
Anhui Meineng Store Energy Co Ltd [Member] | |||||||
Payments to Acquire Interest in Joint Venture | $ 200,000 | ||||||
Equity Method Investments | $ 42,000,000 | ¥ 250,000,000 | |||||
Capitalization, Amount of Equity | $ 13,600,000 | ||||||
Wuhu Fuhai-Haoyan Venture Investment LP [Member] | |||||||
Equity Method Investment, Ownership Percentage | 8.00% | 8.00% | |||||
Payments to Acquire Interest in Joint Venture | $ 3,200,000 | ¥ 20,000,000 | |||||
Holdco [Member] | |||||||
Contribution Of Technology Upon License Agreement | $ 4,100,000 | ||||||
Basis In The Technology Contributed Related To Research And Development Expenditures | $ 0 | ||||||
Meineng Energy | |||||||
Equity Method Investment, Ownership Percentage | 33.00% |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 17, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair value of the consideration transferred | $ 0 | $ 225,829 | |
Goodwill | $ 0 | $ 6,284 | |
Holu Energy LLC [Member] | |||
Fair value of the consideration transferred | $ 327,127 | ||
Identifiable net assets acquired | 320,843 | ||
Goodwill | $ 6,284 |
BUSINESS COMBINATION (Details 1
BUSINESS COMBINATION (Details 1) - Holu Energy LLC [Member] | Jun. 30, 2017USD ($) |
Project assets | $ 151,522 |
Customer intangible assets | 169,321 |
Identifiable net assets | $ 320,843 |
BUSINESS COMBINATION (Details T
BUSINESS COMBINATION (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 17, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 07, 2016 | |
Business Combination, Consideration Transferred | $ 0 | $ 225,829 | ||
Goodwill, Acquired During Period | $ 0 | 6,284 | ||
Noncontrolling Interest, Ownership Percentage by Parent | 15.00% | |||
Ensync Inc [Member] | ||||
Equity Method Investment, Ownership Percentage | 85.00% | 85.00% | ||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 171,205 | |||
Business Acquisition, Transaction Costs | $ 33,700 | |||
Cost of Sales [Member] | Ensync Inc [Member] | ||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 159,205 | |||
Selling, General and Administrative Expenses [Member] | Ensync Inc [Member] | ||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 12,000 | |||
Holu Energy LLC [Member] | ||||
Business Combination, Consideration Transferred | 327,127 | |||
Business Combination, Contingent Consideration, Liability | 101,297 | $ 97,173 | ||
Goodwill, Acquired During Period | $ 6,284 | |||
DCfusion, LLC [Member] | ||||
Business Combination, Acquisition Related Costs | $ 31,700 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Raw materials and subassemblies | $ 2,477,418 | $ 1,857,471 |
Work in progress | 4,595 | 12,471 |
Total | $ 2,482,013 | $ 1,869,942 |
NOTE RECEIVABLE (Details Textua
NOTE RECEIVABLE (Details Textual) - USD ($) | Jun. 30, 2016 | Sep. 23, 2014 |
Notes Receivable Additional Secured Financing | $ 500,000 | |
Unrelated Party [Member] | ||
Receivable with Imputed Interest, Face Amount | $ 150,000 | |
Notes receivable percentage | 8.00% | |
Notes Receivable Additional Secured Financing | $ 500,000 |
PROPERTY, PLANT & EQUIPMENT (De
PROPERTY, PLANT & EQUIPMENT (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Land | $ 217,000 | $ 217,000 |
Building and improvements | 3,532,375 | 3,931,129 |
Manufacturing equipment | 4,255,385 | 3,953,788 |
Office equipment | 454,562 | 424,359 |
Total, at cost | 8,459,322 | 8,526,276 |
Less: accumulated depreciation | (5,013,069) | (4,637,170) |
Property, plant and equipment, net | $ 3,446,253 | $ 3,889,106 |
PROPERTY, PLANT & EQUIPMENT (56
PROPERTY, PLANT & EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Depreciation of property, plant and equipment | $ 483,636 | $ 679,303 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Beginning balance | $ 809,363 | $ 803,079 |
Goodwill acquired during the year | 0 | 6,284 |
Ending balance | $ 809,363 | $ 809,363 |
GOODWILL (Details Textual)
GOODWILL (Details Textual) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Jan. 01, 2012 |
Goodwill | $ 809,363 | $ 809,363 | $ 803,079 | $ 803,079 |
ZBB Technologies Inc [Member] | ||||
Goodwill | $ 1,134,000 | |||
Tian Shan Renewable Energy LLC [Member] | ||||
Goodwill | $ 6,284 |
DEBT (Details)
DEBT (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Current maturities of long-term debt | $ 317,497 | $ 332,707 |
Long-term debt | 740,586 | 1,057,720 |
Total | $ 1,058,083 | $ 1,390,427 |
DEBT (Details 1)
DEBT (Details 1) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Note payable to Wisconsin Econcomic Development Corporation payable in monthly installments of $23,685, including interest at 2%, with the final payment due May 1, 2018; collateralized by equipment purchased with the loan proceeds and substantially all assets of the Company not otherwise collateralized. | $ 257,960 | $ 534,009 |
Bank loan payable in fixed monthly installments of $6,800 of principal and interest at a rate of 0.25% below prime, as defined, subject to a floor of 5% with any remaining principal and interest due at maturity on June 1, 2018; collateralized by the building and land. | 468,297 | 524,592 |
Equipment finance obligation, interest payable in quarterly installments ranging between $1,510 and $2,555 at an imputed interest rate of approximately 2.44% over 20 years. See Note 15 for discussion of sale-leaseback transaction. | 331,826 | 331,826 |
Notes Payable | $ 1,058,083 | $ 1,390,427 |
Sale Leaseback Transaction, Lease Terms In Years | 20 years | |
Sale Leaseback Transaction, Imputed Interest Rate | 2.44% | |
Minimum [Member] | ||
Sale Leaseback Transaction, Quarterly Rental Payments | $ 1,510 | |
Maximum [Member] | ||
Sale Leaseback Transaction, Quarterly Rental Payments | 2,555 | |
Note payable [Member] | ||
Debt Instrument, Periodic Payment | $ 23,685 | |
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |
Debt Instrument, Maturity Date | May 1, 2018 | |
Bank Loan Payable [Member] | ||
Debt Instrument, Periodic Payment | $ 6,800 | |
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | |
Debt Instrument, Maturity Date | Jun. 1, 2018 | |
Debt Instrument, Floor Rate | 5.00% |
DEBT (Details 2)
DEBT (Details 2) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
2,018 | $ 317,497 | |
2,019 | 408,760 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 0 | |
Thereafter | 331,826 | |
Notes Payable | $ 1,058,083 | $ 1,390,427 |
EMPLOYEE AND DIRECTOR EQUITY 62
EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS (Details) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Expected life of option (years) | 4 years | 4 years |
Risk-free interest rate, minimum | 1.14% | 0.85% |
Risk-free interest rate, maximum | 1.70% | 1.50% |
Assumed volatility, minimum | 107.70% | 100.77% |
Assumed volatility, maximum | 113.55% | 104.65% |
Expected dividend rate | 0.00% | 0.00% |
Expected forfeiture rate, minimum | 6.23% | 6.22% |
Expected forfeiture rate, maximum | 9.18% | 12.63% |
EMPLOYEE AND DIRECTOR EQUITY 63
EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS (Details 1) - $ / shares | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Number of Options outstanding, Ending | 8,249,298 | |
Outstanding ending, Weighted-Average Exercise Price | $ 0.71 | |
Employee Stock Option [Member] | ||
Number of Options outstanding, Beginning | 6,111,360 | 1,577,778 |
Number of Options granted | 2,654,100 | 4,782,100 |
Number of Options exercised | (124,252) | |
Number of Options forfeited | (391,910) | (248,518) |
Number of Options outstanding, Ending | 8,249,298 | 6,111,360 |
Outstanding beginning, Weighted-Average Exercise Price | $ 0.88 | $ 2.6 |
Options granted, Weighted-Average Exercise Price | 0.59 | 0.49 |
Options exercised, Weighted-Average Exercise Price | 0.56 | |
Options forfeited, Weighted-Average Exercise Price | 2.55 | 4.16 |
Outstanding ending, Weighted-Average Exercise Price | $ 0.71 | $ 0.88 |
Average Remaining Contractual Life (in years) | 6 years 6 months | 6 years 11 months 16 days |
EMPLOYEE AND DIRECTOR EQUITY 64
EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS (Details 2) | 12 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Outstanding Number of Options | shares | 8,249,298 |
Outstanding Average Remaining Contractual Life (in years) | 6 years 6 months |
Outstanding Weighted-Average Exercise Price | $ / shares | $ 0.71 |
Exercisable Number of Options | shares | 3,052,200 |
Exercisable Average Remaining Contractual Life (in years) | 5 years 9 months |
Exercisable Weighted Average Exercise Price | $ / shares | $ 1 |
Range 0.28 To 1.00 [Member] | |
Outstanding Number of Options | shares | 7,389,398 |
Outstanding Average Remaining Contractual Life (in years) | 6 years 8 months 26 days |
Outstanding Weighted-Average Exercise Price | $ / shares | $ 0.52 |
Exercisable Number of Options | shares | 2,344,967 |
Exercisable Average Remaining Contractual Life (in years) | 6 years 3 months 14 days |
Exercisable Weighted Average Exercise Price | $ / shares | $ 0.5 |
Range 1.01 To 2.50 [Member] | |
Outstanding Number of Options | shares | 662,150 |
Outstanding Average Remaining Contractual Life (in years) | 5 years 3 months 7 days |
Outstanding Weighted-Average Exercise Price | $ / shares | $ 1.48 |
Exercisable Number of Options | shares | 509,483 |
Exercisable Average Remaining Contractual Life (in years) | 4 years 11 months 16 days |
Exercisable Weighted Average Exercise Price | $ / shares | $ 1.61 |
Range 2.51 To 5.00 [Member] | |
Outstanding Number of Options | shares | 82,200 |
Outstanding Average Remaining Contractual Life (in years) | 1 year 11 months 16 days |
Outstanding Weighted-Average Exercise Price | $ / shares | $ 3.98 |
Exercisable Number of Options | shares | 82,200 |
Exercisable Average Remaining Contractual Life (in years) | 1 year 11 months 16 days |
Exercisable Weighted Average Exercise Price | $ / shares | $ 3.98 |
Range 5.01 To 6.95 [Member] | |
Outstanding Number of Options | shares | 115,550 |
Outstanding Average Remaining Contractual Life (in years) | 1 year 1 month 17 days |
Outstanding Weighted-Average Exercise Price | $ / shares | $ 6.31 |
Exercisable Number of Options | shares | 115,550 |
Exercisable Average Remaining Contractual Life (in years) | 1 year 1 month 17 days |
Exercisable Weighted Average Exercise Price | $ / shares | $ 6.31 |
EMPLOYEE AND DIRECTOR EQUITY 65
EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS (Details 3) - $ / shares | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Number of Options | ||
Beginning Balance, Number of Options | 4,852,367 | 776,525 |
Granted | 2,654,100 | 4,782,100 |
Vested | (2,110,085) | (596,993) |
Forfeited | (199,284) | (109,265) |
Ending Balance, number of options | 5,197,098 | 4,852,367 |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning Balance, grant date fair value | $ 0.54 | $ 1.19 |
Granted | 0.59 | 0.49 |
Vested | 0.57 | 0.89 |
Forfeited | 0.80 | 0.88 |
Ending Balance, grant date fair value | $ 0.54 | $ 0.54 |
Average Remaining Contractual Life (in years) | 6 years 11 months 5 days | 7 years 5 months 1 day |
EMPLOYEE AND DIRECTOR EQUITY 66
EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS (Details 4) - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Number of Restricted Stock Units, Beginning Balance | 4,029,244 | 1,936,035 |
Number of Restricted Stock Units, RSUs granted | 1,671,816 | 2,364,000 |
Number of Restricted Stock Units, Shares issued | (144,728) | (270,791) |
Number of Restricted Stock Units, Ending balance | 5,556,332 | 4,029,244 |
Weighted-Average Valuation Price Per Unit, Beginning | $ 1.03 | $ 1.53 |
Weighted-Average Valuation Price Per Unit, RSUs granted | 1.15 | 0.5 |
Weighted-Average Valuation Price Per Unit, Shares issued | 0.75 | 0.63 |
Weighted-Average Valuation Price Per Unit, Ending | $ 1.07 | $ 1.03 |
EMPLOYEE AND DIRECTOR EQUITY 67
EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS (Details Textual) - USD ($) | Nov. 14, 2016 | Nov. 17, 2015 | Nov. 18, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Nov. 07, 2012 |
Granted | 2,654,100 | 4,782,100 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 8,249,298 | ||||||
Stock-based compensation, net | $ 2,145,765 | $ 1,274,616 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,654,100 | 4,782,100 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 0.35 | $ 0.28 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 1.02 | $ 0.85 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 17,625 | ||||||
Share Price | $ 0.37 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 1,142,187 | $ 1,638,832 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 7 months 6 days | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 998,597 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 5,197,098 | 4,852,367 | 776,525 | ||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,197,098 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Unrecognized compensation cost related to unvested RSUs | $ 1,528,463 | ||||||
Unvested Rsus Outstanding | 2,235,454 | ||||||
Chief Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 500,000 | 250,000 | |||||
Chief Executive Officer [Member] | Performance Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 750,000 | ||||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Granted | 750,000 | 1,500,000 | |||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 250,000 | ||||||
Chief Executive Officer [Member] | time-vested RSU [Member] | |||||||
Granted | 750,000 | ||||||
Executive [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 340,000 | ||||||
2002 Stock Option Plan [Member] | Key Employees Or Non Employee [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | ||||||
2007 Equity Incentive Plan [Member] | Employees And Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | ||||||
2010 Omnibus Long-Term Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,000,000 | 1,250,000 | 800,000 | 900,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 8 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 4,000,000 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,744,160 | ||||||
2012 Director Equity Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 700,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,200,000 | 1,500,000 | 1,000,000 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,710,989 | ||||||
2012 Director Equity Plan [Member] | Director [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 581,816 | 864,000 | 436,362 | ||||
Restricted Stock or Unit Expense | $ 539,998 | $ 414,000 |
WARRANTS (Details)
WARRANTS (Details) - Warrant Member - $ / shares | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Warrants Beginning Balance | 2,655,610 | 2,927,952 |
Warrants granted | 357,500 | 45,000 |
Warrants exercised | (45,000) | |
Warrants expired | (2,610,610) | (317,342) |
Ending balance | 357,500 | 2,655,610 |
Warrants outstanding beginning weighted average exercise price | $ 1.43 | $ 1.88 |
Warrants granted weighted average exercise price | 0.42 | 0.37 |
Warrants exercised weighted average exercise price | 0.37 | |
Warrants expired weighted average exercise price | 1.45 | 5.38 |
Warrants outstanding ending weighted average exercise price | $ 0.42 | $ 1.43 |
WARRANTS (Details Textual)
WARRANTS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 22, 2017 | Oct. 31, 2016 | Mar. 31, 2014 | Sep. 26, 2013 | Jun. 19, 2012 | Jun. 30, 2017 | Jun. 30, 2014 | |
WARRANTS [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.7346 | ||||||
Securities Purchase Agreements Two [Member] | Preferred Stock [Member] | |||||||
WARRANTS [Line Items] | |||||||
Issuance of preferred stock, net of costs and underwriting fees, Amount | $ 3,000,000 | ||||||
Investor [Member] | |||||||
WARRANTS [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,157,895 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.95 | ||||||
Shares Issued During Period Shares Upon Exercise Of Warrants | 850,169 | ||||||
Number Of Warrants Exercised | 1,447,369 | ||||||
Common Stock Issued Upon Conversion of Preferred Stock | 850,169 | ||||||
Investor [Member] | Securities Purchase Agreements [Member] | |||||||
WARRANTS [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 511,604 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.65 | ||||||
Investor [Member] | Securities Purchase Agreements [Member] | Zero Coupon Convertible Subordinated Notes [Member] | |||||||
WARRANTS [Line Items] | |||||||
Debt Instrument, Face Amount | $ 2,465,000 | ||||||
Investor [Member] | Securities Purchase Agreements One [Member] | |||||||
WARRANTS [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,710,525 | ||||||
Investor [Member] | Securities Purchase Agreements Two [Member] | |||||||
WARRANTS [Line Items] | |||||||
Issuance of preferred stock, net of costs and underwriting fees, Amount | $ 3,000,000 | ||||||
Placement Agent [Member] | |||||||
WARRANTS [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 81,579 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.95 | ||||||
Roth Capital Partners, LLC [Member] | |||||||
WARRANTS [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 357,500 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.42 | ||||||
Issuance of preferred stock, net of costs and underwriting fees, Amount | $ 2,500,000 | ||||||
Class Of Warrant Or Rights Date From Which Warrants Or Rights Expired | Jun. 30, 2022 | ||||||
MDB Capital Group, LLC [Member] | |||||||
WARRANTS [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 306,902 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.375 | ||||||
Shares Issued During Period Shares Upon Exercise Of Warrants | 53,048 | ||||||
Number Of Warrants Exercised | 272,159 | ||||||
MDB Capital Group, LLC [Member] | WarrantMember | |||||||
WARRANTS [Line Items] | |||||||
Issuance of preferred stock, net of costs and underwriting fees, Amount | $ 12,000,000 | ||||||
Warrant For Service [Member] | |||||||
WARRANTS [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 45,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.37 | ||||||
Shares Issued During Period Shares Upon Exercise Of Warrants | 29,162 | ||||||
Number Of Warrants Exercised | 45,000 | ||||||
Class Of Warrant Or Rights Date From Which Warrants Or Rights Expired | Feb. 28, 2019 |
BASIC AND DILUTED NET LOSS PE70
BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Stock options and restricted stock units | 13,805,630 | 10,140,604 |
Stock warrants | 357,500 | 2,655,610 |
Series B preferred shares | 3,506,404 | 3,176,631 |
Total | 17,669,534 | 15,972,845 |
EQUITY (Details Textual)
EQUITY (Details Textual) - USD ($) | Jul. 13, 2015 | Jun. 22, 2017 | Aug. 27, 2014 | Mar. 19, 2014 | Sep. 26, 2013 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2014 | Nov. 17, 2015 | Jun. 30, 2015 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | 150,000,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.7346 | |||||||||
Sale of Stock, Price Per Share | $ 1,000 | |||||||||
Investor [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,157,895 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.95 | |||||||||
Number Of Warrants Exercised | 1,447,370 | |||||||||
Shares Issued During Period Shares Upon Exercise Of Warrants | 850,169 | |||||||||
Placement Agent [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 81,579 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.95 | |||||||||
Number Of Warrants Exercised | 81,579 | |||||||||
Underwritten Public Offering [Member] | ||||||||||
Shares Issued, Price Per Share | $ 0.35 | $ 1.12 | $ 2.25 | |||||||
Issuance of shares, costs and underwriting fees, Shares | 7,150,000 | 13,248,000 | 6,325,000 | |||||||
Gross proceeds from underwritten public offering | $ 2,500,000 | $ 14,800,000 | $ 14,200,000 | |||||||
Net proceeds from underwritten public offering | $ 2,100,000 | $ 13,700,000 | $ 13,000,000 | |||||||
SPI Energy Co., Ltd Securities Purchase Agreement [Member] | ||||||||||
Issuance of stock | $ 33,390,000 | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 42,000,600 | |||||||||
Common Stock [Member] | ||||||||||
Issuance of stock | $ 71,500 | $ 80,000 | ||||||||
Issuance of shares, costs and underwriting fees, Shares | 7,150,000 | 8,000,000 | ||||||||
Common Stock [Member] | SPI Energy Co., Ltd Securities Purchase Agreement [Member] | ||||||||||
Issuance of shares, costs and underwriting fees, Shares | 8,000,000 | |||||||||
Series C Convertible Preferred Stock | ||||||||||
Issuance of stock | $ 280 | |||||||||
Issuance of shares, costs and underwriting fees, Shares | 28,048 | |||||||||
Preferred stock, issued shares | 28,048 | 28,048 | ||||||||
Series C Convertible Preferred Stock | SPI Energy Co., Ltd Securities Purchase Agreement [Member] | ||||||||||
Issuance of shares, costs and underwriting fees, Shares | 28,048 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Preferred Stock, Conversion Price Per Share | $ 0.95 | |||||||||
Payments of Stock Issuance Costs | $ 90,127 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 2,909,873 | |||||||||
Conversion of Stock, Shares Converted | 2,300 | 275 | 425 | |||||||
Conversion of Stock, Shares Issued | 3,506,404 | 352,696 | 470,171 | |||||||
Preferred Stock, Liquidation Preference, Value | $ 5,631,086 | |||||||||
Sale of Stock, Price Per Share | $ 1,000 | |||||||||
Series B Convertible Preferred Stock [Member] | Director [Member] | ||||||||||
Preferred stock, issued shares | 500 | |||||||||
Series B Convertible Preferred Stock [Member] | Investor [Member] | ||||||||||
Preferred stock, issued shares | 3,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Balance at beginning of period | $ 18,759 | $ 0 |
Liabilities incurred | 0 | 18,527 |
Accretion expense | 938 | 232 |
Balance at end of period | $ 19,697 | $ 18,759 |
COMMITMENTS (Details 1)
COMMITMENTS (Details 1) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Weighted-average remaining lease term (in years), Operating leases | 2 years 4 months 13 days | 1 year 3 months 29 days |
Weighted-average discount rate, Operating leases | 5.00% | 5.00% |
COMMITMENTS (Details 2)
COMMITMENTS (Details 2) | Jun. 30, 2017USD ($) |
2,018 | $ 69,805 |
2,019 | 64,297 |
2,020 | 24,954 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 0 |
Total undiscounted lease payments | 159,056 |
Present value adjustment | (8,842) |
Net operating lease liabilities | $ 150,214 |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Carrying Value Of Right Of Use Asset | $ 150,214 | $ 27,264 |
Severance Costs | 35,615 | 125,000 |
Short-term lease Rent Expense | 50,552 | 84,670 |
Operating Leases, Rent Expense | $ 68,460 | 100,715 |
Short Term Lease Monthly Rent Expense Description | rent for the twelve-month rental periods is between $400 and $2,010 per month. | |
Accrued Liabilities [Member] | ||
Operating Lease Liability Short Term | $ 65,004 | 20,234 |
Other Noncurrent Liabilities [Member] | ||
Asset Retirement Obligations, Noncurrent | 19,697 | 18,759 |
Operating Lease Liability Long Term | $ 85,210 | $ 7,030 |
RETIREMENT PLANS (Details Textu
RETIREMENT PLANS (Details Textual) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Pension And Other Postretirement Benefit, Vested Percentage Of Eligible Employees | 100.00% | |
Retirement plan expense | $ 190,585 | $ 126,125 |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 4.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Current | $ 0 | $ (468) |
Deferred | 0 | 0 |
Provision for income taxes | $ 0 | $ (468) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income tax expense/(benefit) computed at the U.S. federal statutory rate | (34.00%) | (34.00%) |
Change in valuation allowance | 34.00% | 34.00% |
Total | 0.00% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Jun. 30, 2017 | Jun. 30, 2016 |
Federal net operating loss carryforwards | $ 18,557,615 | $ 18,018,631 |
Federal - other | 3,794,302 | 2,446,635 |
Wisconsin net operating loss carryforwards | 3,116,946 | 2,929,157 |
Australia net operating loss carryforwards | 1,334,725 | 1,290,134 |
Deferred income tax asset valuation allowance | (26,803,588) | (24,684,557) |
Total deferred income tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | 12 Months Ended |
Jun. 30, 2017USD ($) | |
Research Tax Credit Carryforward [Member] | |
Tax Credit Carryforward, Amount | $ 340,000 |
Domestic Tax Authority [Member] | |
Net operating loss carryforwards | $ 54,600,000 |
Operating Loss Carry forward Expiration Period | June 30, 2018 and 2037 |
Deferred Tax Assets, Other Tax Carryforwards | $ 0 |
Operating Loss Carryforwards, Estimated Limitations Due to Ownership Change | $ 44,500,000 |
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | |
Federal Research And Development Tax Credit Carry forwards Expiration Dates | through June 30, 2036 |
Wisconsin [Member] | |
Operating Loss Carry forward Expiration Period | between June 30, 2018 and 2032 |
State and Local Jurisdiction [Member] | |
Net operating loss carryforwards | $ 57,100,000 |
Deferred Tax Assets, Operating Loss Carryforwards, Estimated Limitation Due to Ownership Change | 28,200,000 |
Foreign Tax Authority [Member] | |
Net operating loss carryforwards | $ 4,400,000 |
Operating Loss Carry forward Expiration Period | 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Sep. 07, 2016 | Aug. 17, 2015 | |
Related Party Transaction [Line Items] | ||||
Revenue, Net | $ 12,494,184 | $ 2,100,023 | ||
Costs and Expenses | 30,014,741 | $ 20,114,696 | ||
Ensync Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 85.00% | 85.00% | ||
Theodore Peck [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, ship Interests, Sale Amount | $ 592,000 | |||
Revenue, Net | 592,000 | |||
Costs and Expenses | $ 573,353 |