Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2019 | Jan. 02, 2020 | Dec. 31, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | SYNTHESIS ENERGY SYSTEMS INC | ||
Entity Central Index Key | 0001375063 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,900,000 | ||
Entity Common Stock, Shares Outstanding | 1,576,500 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 871 | $ 7,071 |
Accounts receivable - related party, net | 287 | |
Prepaid expenses | 768 | 172 |
Other current assets | 199 | 547 |
Total current assets | 1,838 | 8,077 |
Property, plant and equipment, net | 10 | |
Intangible asset, net | 794 | 1,038 |
Investment in joint ventures | 19 | 5,036 |
Other long-term assets | 5 | 153 |
Total assets | 2,656 | 14,314 |
Current liabilities: | ||
Accrued expenses and accounts payable | 834 | 1,211 |
Accrued royalty expenses | 750 | 250 |
Accrued interest payable | 220 | 220 |
Total current liabilities | 1,804 | 1,681 |
Senior secured debenture principal | 8,000 | 8,000 |
Less unamortized discount and debt issuance costs | (2,165) | (2,610) |
Total senior secured debenture | 5,835 | 5,390 |
Derivative liabilities | 87 | 1,964 |
Total long-term liabilities | 5,922 | 7,354 |
Total liabilities | 7,726 | 9,035 |
Commitment and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value- 20,000 shares authorized - no shares issued and outstanding | ||
Common stock, $0.01 par value: 200,000 shares authorized: 1,395 and 1,377 shares issued and outstanding, respectively | 14 | 14 |
Additional paid-in capital | 265,533 | 265,162 |
Accumulated deficit | (270,784) | (260,068) |
Accumulated other comprehensive income | 244 | 244 |
Total stockholders' equity to SES stockholders | (4,993) | 5,352 |
Noncontrolling interests in subsidiaries | (77) | (73) |
Total stockholders' equity | (5,070) | 5,279 |
Total liabilities and equity | $ 2,656 | $ 14,314 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Jun. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,395,000 | 1,377,000 |
Common stock, shares outstanding | 1,395,000 | 1,377,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue: | ||
Total revenue | $ 1,507 | |
Costs and Expenses: | ||
Costs of sales | 413 | |
General and administrative expenses | 5,437 | 6,450 |
Stock-based expense | 371 | 1,258 |
Depreciation and amortization | 258 | 37 |
Impairments | 5,000 | 3,500 |
Total costs and expenses | 11,066 | 11,658 |
Operating loss | (11,066) | (10,151) |
Non-operating income (expense): | ||
Equity in losses of joint ventures | (198) | (715) |
Gain on fair value adjustments of derivative liabilities | 1,877 | 126 |
Foreign currency gain (losses), net | (58) | 143 |
Interest expense | (1,326) | (869) |
Interest income | 51 | 43 |
Other gain | 1,689 | |
Net loss before income tax provision | (10,720) | (9,734) |
Income tax benefit/(provision) | 129 | |
Net loss | (10,720) | (9,605) |
Less: net loss attributable to non-controlling interests | (4) | (1) |
Net loss attributable to SES stockholders | $ (10,716) | $ (9,604) |
Net loss per share attributable to SES stockholders | $ (7.74) | $ (7.01) |
Weighted average common shares outstanding: Basic and diluted | 1,384 | 1,370 |
Technology Licensing and Related Services [Member] | ||
Revenue: | ||
Total revenue | $ 269 | |
Related Party Consulting Services [Member] | ||
Revenue: | ||
Total revenue | $ 1,238 |
Consolidated Statements of Othe
Consolidated Statements of Other Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (10,720) | $ (9,605) |
Cumulative translation adjustment | (189) | |
Gain on disposition of investment in subsidiary | 254 | |
Comprehensive loss | (10,720) | (9,540) |
Less: Comprehensive gain attributable to noncontrolling interests | (4) | 651 |
Comprehensive loss attributable to the Company | $ (10,716) | $ (10,191) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Noncontrolling Interest [Member] | Total |
Balance at Jun. 30, 2017 | $ 14 | $ 263,904 | $ (250,464) | $ 831 | $ (724) | $ 13,561 |
Balance, shares at Jun. 30, 2017 | 1,368,000 | |||||
Net loss | (9,604) | (1) | (9,605) | |||
Currency translation adjustment | (189) | (189) | ||||
Gain on disposition of investment in subsidiary | (398) | 652 | 254 | |||
Stock-based expense | 1,258 | 1,258 | ||||
Stock-based expense, shares | 900 | |||||
Balance at Jun. 30, 2018 | $ 14 | 265,162 | (260,068) | 244 | (73) | 5,279 |
Balance, shares at Jun. 30, 2018 | 1,377,000 | |||||
Net loss | (10,716) | (4) | (10,720) | |||
Currency translation adjustment | ||||||
Stock-based expense | 371 | 371 | ||||
Stock-based expense, shares | 18,000 | |||||
Balance at Jun. 30, 2019 | $ 14 | $ 265,533 | $ (270,784) | $ 244 | $ (77) | $ (5,070) |
Balance, shares at Jun. 30, 2019 | 1,395,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (10,720) | $ (9,605) |
Adjustments to reconcile net loss to net cash flow from operating activities: | ||
Stock-based expense | 371 | 1,258 |
Depreciation of property, plant and equipment | 8 | 15 |
Amortization of debenture issuance cost | 446 | 265 |
Amortization of intangible and other assets | 250 | 22 |
Impairments | 5,000 | 3,500 |
Gain on fair value adjustment of derivative | (1,877) | (126) |
Gain on investment | (311) | |
Other gains | (1,689) | |
Equity in losses of joint ventures | 198 | 715 |
Changes in operating assets and liabilities: | ||
Accounts receivable - related party, net | 187 | (272) |
Prepaid expenses and other current assets | (246) | (172) |
Inventory | 43 | |
Other long-term assets | 142 | (185) |
Accrued expenses and accounts payable | 51 | 422 |
Net cash used in operating activities | (6,190) | (6,120) |
Cash flows from investing activities: | ||
Proceeds from TSEC Joint Venture share transfer | 1,689 | |
Proceeds from disposal of property, plant and equipment | 1 | |
Equity investment in joint ventures | (11) | (562) |
Net cash used in investing activities | (10) | 1,127 |
Cash flows from financing activities: | ||
Gross proceeds from issuance of debenture | 8,000 | |
Payments on debenture issuance cost | (786) | |
Net cash provided by financing activities | 7,214 | |
Net increase/(decrease) in cash and cash equivalents | (6,200) | 2,221 |
Cash and cash equivalents, beginning of year | 7,071 | 4,988 |
Effect of exchange rates on cash | (138) | |
Cash and cash equivalents, end of year | 871 | 7,071 |
Supplemental Disclosures: | ||
Cash paid for interest expense during the year | $ 880 | $ 384 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Shares of warrants | 1,000,000 | |
Fair value of warrants | $ 2,000 | |
Placement Agency [Member] | ||
Shares of warrants | 700,000 | |
Fair value of warrants | $ 100 | |
Option Agreement [Member] | ||
Number of shares terminated | 1,000,000 | |
AFE [Member] | ||
Accounts receivable exchanged | $ 100 | 150 |
Additional investment | $ 100 | $ 150 |
Business and Liquidity
Business and Liquidity | 12 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Liquidity | Note 1 — Business and Liquidity (a) Organization and description of business Synthesis Energy Systems, Inc. (referred to herein as “we”, “us” and “our”), together with its wholly-owned and majority-owned controlled subsidiaries is a global clean energy company that owns proprietary technology, SES Gasification Technology (“SGT”), for the low-cost and environmentally responsible production of synthesis gas (referred to as the “syngas”). Syngas is used to produce a wide variety of high-value clean energy and chemical products, such as synthetic natural gas, power, methanol, and fertilizer. Our focus has been on commercializing our technology both in China and globally through the regional business platforms we have created with partners in Australia, via Australia Future Energy Pty Ltd (“AFE”), in Poland, via SES EnCoal Energy sp. zo. o (“SEE”) and in China, via Tianwo-SES Clean Energy Technologies Limited (“TSEC Joint Venture”). Over the past twelve years, we have successfully commercialized SGT primarily through our efforts in China where, between 2006 and 2016, we invested in and built two commercial scale gasification projects together with Chinese partners and sub-licensed the SGT into three additional projects in China. In the aggregate, we have completed five commercial scale industrial projects in China over a ten-year period, in which the projects utilize twelve SES proprietary SGT systems. We believe the completion of these projects in China propelled SGT into a globally recognized gasification technology. In 2014, we undertook efforts to expand into other regions of the world and created AFE, a joint venture with partners Ambre Investments PTY Limited (“Ambre”) in Australia, and in 2017, created SEE in Poland, with its partners from EnInvestments sp. z o.o. These regions are ideal locations for industrial projects utilizing the SGT due to high energy prices and limited access to affordable natural gas, combined with an abundance of low-quality, low-cost coal resources, renewable biomass and municipal solid wastes. Australia’s lack of both domestic gas and a uniform energy policy has created a shortage of reliable energy supply and rising consumer prices, creating a need and demand for more environmentally friendly and cleaner energy solutions. AFE was established for the purpose of building large-scale vertically integrated projects using SGT to produce syngas used in manufacturing fuel gas, synthetic natural gas, agricultural and other chemicals, transportation fuels, explosives and for power generation and also to secure ownership positions in local resources, such as coal and biomass. AFE is able to leverage the unique flexible feedstock capability of SGT to build industrial projects with low production costs that can also reduce carbon dioxide emissions and support Australian industry and regional growth. Since its formation, AFE has made significant commercial progress, creating Batchfire Resources Pty Ltd (“BFR”), which acquired one of the largest operating coal mines in Queensland, acquiring a coal resource mine development lease near Pentland, Queensland, and advancing the development of its flagship Gladstone Energy and Ammonia Project (the “Gladstone Project”). The AFE business underpins the future value of the Company and, to that end, on October 10, 2019, we and AFE entered into a definitive agreement to merge the two entities, among other transactions. We have determined that we did not have adequate cash to continue the commercialization of SGT due primarily to our inability to realize financial results from our two investments into projects in China and three technology licensed projects in China as well as our inability to quickly develop alternative technology income sources in Australia, Poland and other global regions. As a result, in our fiscal third quarter and the current quarter, we have suspended our global SGT commercialization efforts, we undertook operating expense reductions, we ceased providing funds to project developments as we continue to explore the divesting of assets such as our Yima and TSEC Joint Ventures and we formed a special committee of the board of directors to evaluate financing and restructuring alternatives. On October 10, 2019, we announced the proposed merger with AFE and the acquisition of additional ownership in BFR. On March 1, 2019, DeLome Fair resigned as President and Chief Executive Officer, principal financial officer and as a director on the Board of Directors. Robert Rigdon, Vice Chairman of the Board and former President and Chief Executive Officer of the Company succeeded Ms. Fair as President, Chief Executive Officer and principal financial officer. On May 16, 2019, we received a notice of noncompliance from the Listing Qualifications Staff of the Nasdaq Stock Market (“NASDAQ”) indicating that the Company was not compliant with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on the Nasdaq Capital Market because the Company’s stockholders’ equity, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019, was below the required minimum of $2.5 million. This notice had no immediate effect on the Company’s listing. NASDAQ had provided the Company 45 calendar days or until July 1, 2019 to submit a plan of compliance in order to maintain the listing. We submitted a plan of compliance to NASDAQ addressing how we intended to regain compliance with Nasdaq Listing Rule 5550(b) within 180 days of notification, or by November 12, 2019. The plan of compliance submitted by the Company was accepted by NASDAQ on July 29, 2019. Subsequent NASDAQ communications after June 30, 2019 are discussed in Note 16 – Subsequent Events Other Subsequent Events . We operate our business from our headquarters located in Houston, Texas and our offices in Shanghai, China. (b) Liquidity, Management’s Plan and Going Concern As of June 30, 2019, we had $0.9 million in cash and cash equivalents and $34,000 of working capital. As of January 10, 2020, we had $0.4 million in cash and cash equivalents. Of the $0.4 million in cash and cash equivalents, $347,000 resides in the United States or easily access foreign countries and approximately $40,000 resides in China. We have determined that we did not have adequate cash to continue the commercialization of SGT due primarily to our inability to realize financial results from our two investments into projects in China and three technology licensed projects in China as well as our inability to quickly develop alternative technology income sources in Australia, Poland and other global regions. As a result, in our fiscal third quarter and the current quarter, we have suspended our global SGT commercialization efforts, we undertook operating expense reductions, we ceased providing funds to project developments as we continue to explore the divesting of assets such as our Yima and TSEC Joint Ventures and we formed a special committee of the board of directors to evaluate financing and restructuring alternatives. On March 29, 2019, our Board of Directors engaged Clarksons Platou Securities, Inc. (“CPS”) to act as our financial advisors to advise us as we conducted a process to evaluate financing options and strategic alternatives such as but not limited to a strategic merger, a sale, a recapitalization and/or a financing consisting of equity and/or debt securities focused on maximizing shareholder value and protecting the interests of our debtholders. As a result of our efforts evaluating financing and strategic options, on October 10, 2019 we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AFE as described further in Note 16 – Subsequent Events The Proposed Merger with AFE In connection with the entry into the Merger Agreement, the Company entered into a securities purchase and exchange agreements (each, a “New Purchase Agreements”) with each of the existing holders of its 11% senior secured debentures issued in October 2017 (the “Debentures”), whereby each of the holders agreed to exchange their Debentures and accompanying warrants (the “Debenture Warrants”) for new debentures (the “New Debentures”) and warrants (the “New Warrants”), and certain of the holders agreed to provide $2,000,000 of additional debt financing (the “Interim Financing”). Pursuant to the New Purchase Agreements, the Company also issued $2,000,000 of 11% senior secured debentures (the “Merger Debentures”) to certain accredited investors, along with warrants to purchase $4,000,000 of shares of Common Stock, half of which were Series A Common Stock Purchase Warrants (the “Series A Merger Warrants”) and half of which were Series B Common Stock Purchase Warrants (the “Series B Merger Warrants” and, together with the Series A Merger Warrants, the “Merger Warrants”), as part of the Interim Financing. The Company shall receive the $2,000,000 pursuant to the Merger Debentures according to the following schedule: (i) $1,000,000 on or before October 14, 2019, (ii) $500,000 upon the filing of the proxy statement for the Company stockholder approval of the Merger, and (iii) $500,000 within two business days of Company stockholder approval of the Merger. The terms of the Merger Debentures are the same as the New Debentures. The Merger Debentures are intended to assist the Company in financing its business through the closing of the Merger. As compensation for its services, the Company will pay to T.R. Winston & Company, LLC (the “Placement Agent”): (i) a cash fee of $140,000 (representing an aggregate fee equal to 7% of the face amount of the Merger Debentures, as defined below); and (ii) a warrant to purchase 100,000 shares of Common Stock (the “New Placement Agent Warrant”). We have also agreed to reimburse certain expenses of the Placement Agent. The Company has also agreed to loan $350,000 of the proceeds from the Merger Debentures to AFE to assist AFE in financing its business through the closing of the Merger. The loan is subject to interest at the rate of 11% per annum payable in full on the repayment date in conjunction with the repayment of the principal amount. The repayment date is the earlier of five days after completion of the Merger transaction or the later of March 31, 2020 or three months following the vote of the shareholders on the Merger. The $1,000,000 scheduled payment on or before October 14, 2019 was subsequently received less certain legal costs and escrow fees in the amount of $966,000. On October 24, 2019 we entered into a loan agreement with AFE whereby we loaned a portion of the $2.0 million proceeds received under the New Purchase Agreements. Under the loan agreement, we loaned $350,000 to AFE, which is due in full on the later of March 31, 2020 or within five days following the closing of the Merger. If the Merger does not close, the loan will mature on March 31, 2020 or three months following the special stockholder meeting called to approve the merger transactions. The loan accrues interest at 11% per annum and is also due in full upon repayment, subject to an increased default interest in certain limited circumstances. We can make no assurances that the proposed Merger will be completed on a timely basis or at all. In addition, we may be forced to seek relief to avoid or end insolvency through other proceedings including bankruptcy. Based on the historical negative cash flows and the continued limited cash inflows in the period subsequent to year end there is substantial doubt about the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies (a) Reverse Stock Split On July 22, 2019, we enacted a 1 for 8 reverse stock split as approved by the shareholders at the Annual Meeting of Stockholders held in June 2019. All share and per share amounts in the consolidated financial statements have been retroactively restated to reflect the reverse stock split. (b) Basis of Presentation and Principles of Consolidation The consolidated financial statements are in U.S. dollars. Non-controlling interests in consolidated subsidiaries in the consolidated balance sheets represents minority stockholders’ proportionate share of the equity including any contractual relationships in such subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. (c) Accounting for Variable Interest Entities and Financial Statement Consolidation Criteria We have equity investments in various privately held entities. We account for these investments either under the equity method or cost method of accounting depending on our ownership interest and the level of our influence in each joint venture. Investments accounted for under the equity method are recorded based upon the amount of our investment and adjusted each period for our share of the investee’s income or loss. Cost method investments are recorded at cost less any impairments. All investments are reviewed for changes in circumstance or the occurrence of events that suggest an other-than-temporary event where our investment may not be recoverable. The joint ventures which we have entered into may be considered a variable interest entity, (“VIE”). We consolidate all VIEs where we are the primary beneficiary. This determination is made at the inception of our involvement with the VIE and is continuously re-assessed. We consider qualitative factors and form a conclusion that we, or another interest holder, has a controlling financial interest in the VIE and, if so, whether it is the primary beneficiary. To determine the primary beneficiary, we consider who has the power to direct activities of the VIE that most significantly impacts the VIE’s performance and has the obligation to absorb losses from or the right to receive benefits of the VIE that could be significant to the VIE. We do not consolidate VIEs where we are not the primary beneficiary. As noted above, we account for these unconsolidated VIEs using either the equity method if we have significant influence but not control, or the cost method and include our net investment on our consolidated balance sheet. Under the equity method, our equity interest in the net income or loss from our investments are recorded as non-operating income/expense on a net basis on our consolidated statements of operations. In the event of a change in ownership, any gain or loss resulting from an investee share issuance is recorded in earnings. Controlling interest is determined by majority ownership interest and the ability to unilaterally direct or cause the direction of management and policies of an entity after considering any third-party participatory rights. Our investments are as follows: We have determined that AFE (as defined in Note 4 – Current Projects Australian Future Energy Pty Ltd We have determined that BFR (as defined in Note 4 – Current Projects Batchfire Resources Pty Ltd We have determined that CRR (as defined in Note 4 – Current Projects Cape River Resources Pty Ltd We have determined that TMI (as defined in Note 4 – Current Projects Townsville Metals Infrastructure Pty Ltd We have determined that SEE (as defined in Note 4 – Current Projects SES EnCoal Energy sp. z o. o We have determined that the Yima Joint Venture (as defined in Note 4 – Current Projects Yima Joint Venture Note 4 – Current Projects Yima Joint Venture We have determined that the TSEC Joint Venture (as defined in Note 4- Current Projects Tianwo-SES Clean Energy Technologies Limited Note 4 – Current Projects Tianwo-SES Clean Energy Technologies Limited (d) Revenue Recognition We adopted Accounting Standards Codification No. 606, Revenue from Contracts with Customers Technology licensing revenue is typically received over the course of a project’s development as milestones are met. We may receive upfront licensing fee payments when a license agreement is entered into. Typically, the majority of a license fee is due once project financing and equipment installation occur. We recognize license fees as revenue when the license fees become due and payable under the license agreement, subject to the deferral of the amount of the performance guarantee. Fees earned for engineering services, such as services that relate to integrating our technology to a customer’s project, are recognized using the percentage-of-completion method or as services are provided. There were no license fee revenues was recorded in the fiscal year ending June 30, 2019 or 2018. There were no revenues related to the sales of services or equipment in fiscal year ending June 30, 2019. Revenues of $250,000 related to percentage of completion projects and $1,257,000 related to services provided or due to uncertainty when collected were recorded in the fiscal year ending June 30, 2018. (e) Use of estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Management considers many factors in selecting appropriate operational and financial accounting policies and controls, and in developing the assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgment in this process. Among the factors, but not fully inclusive of all factors that may be considered by management in these processes are: the range of accounting policies permitted by generally accepted accounting principles in the United States; management’s understanding of the Company’s business for both historical results and expected future results; the extent to which operational controls exist that provide high degrees of assurance that all desired information to assist in the estimation is available and reliable or whether there is greater uncertainty in the information that is available upon which to base the estimate; expectations of the future performance of the economy, both domestically, and globally, within various areas that serve the Company’s principal customers and suppliers of goods and services; expected rates of exchange, sensitivity and volatility associated with the assumptions used in developing estimates; and whether historical trends are expected to be representative of future trends. The estimation process at times may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that lies within that range of reasonable estimates based upon the risks associated with the variability that might be expected from the future outcome and the factors considered in developing the estimate. Management attempts to use its business and financial accounting judgment in selecting the most appropriate estimate, however, actual amounts could and will differ from those estimates. (f) Fair value measurements Accounting standards require that fair value measurements be classified and disclosed in one of the following categories: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The Company’s financial assets and liabilities are classified based on the lowest level of input that is significant for the fair value measurement. The following table summarizes the assets of the Company measured at fair value as of June 30, 2019 and June 30, 2018 (in thousands): June 30, 2019 Level 1 Level 2 Level 3 Total Assets: Certificates of Deposit $ — $ 50 (1) $ — $ 50 Money Market Funds 369 (2) — — 369 Non-recurring Investment in Yima Joint Venture — — — — Liabilities: Derivative liabilities $ — $ — $ 87 $ 87 June 30, 2018 Level 1 Level 2 Level 3 Total Assets: Certificates of Deposit $ — $ 50 (1) $ — $ 50 Money Market Funds 4,345 (2) — — 4,345 Non-recurring Investment in Yima Joint Venture — — 5,000 (3) 5,000 Liabilities: Derivative liabilities $ — $ — $ 1,964 $ 1,964 (1) Amount included in current assets on the Company’s consolidated balance sheets. (2) Amount included in cash and cash equivalents on the Company’s consolidated balance sheet. (3) Significant unobservable inputs were used to calculate the fair value of the investment in Yima Joint Venture. These inputs included forecasted methanol and coal prices, calculated discount rates and discount for lack of marketability as the majority owner is a state-owned entity in China, volatility analysis and information received from the joint venture. The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative liabilities (in thousands): Year ended June 30, 2019 2018 Beginning balance - investment in Yima joint venture $ 5,000 $ 8,500 Impairments (5,000 ) (3,500 ) Ending balance - investment in Yima joint venture $ — $ 5,000 Year ended June 30, 2019 2018 Beginning balance - derivative liabilities $ 1,964 $ 2,090 Change in fair value (1,877 ) (126 ) Ending balance – derivative liabilities $ 87 $ 1,964 The carrying values of the certificates of deposit and money market funds approximate fair value, which were estimated using quoted market prices for those or similar investments. The carrying value of other financial instruments, including accounts receivable and accounts payable approximate their fair values due to the short maturities on those instruments. Our Debentures are recorded at face value of $8.0 million and the fair value is unable to be determined due to lack of third-party quotes and the Company’s distressed financial position. The derivative liabilities are measured at fair value using a Monte Carlo simulation valuation methodology (See also Note 7 – Derivative Liabilities (g) Derivative Instruments We currently do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We account for derivatives in accordance with ASC 815, which establishes accounting and reporting for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. (h) Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. (i) Accounts receivable and allowance for doubtful accounts Accounts receivable are stated at historical carrying amounts net of allowance for doubtful accounts. We establish provisions for losses on accounts receivable if it is determined that collection of all or part of an outstanding balance is not probable. Collectability is reviewed regularly, an allowance is established or adjusted, as necessary. As of the fiscal year ending June 30, 2019 and 2018, no allowance for doubtful accounts was necessary. (j) Property, plant, and equipment Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed by using the straight-line method at rates based on the estimated useful lives of the various classes of property, plant and equipment. Estimates of useful lives are based upon a variety of factors including durability of the asset, the amount of usage that is expected from the asset, the rate of technological change and the Company’s business plans for the asset. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Should the Company change its plans with respect to the use and productivity of property, plant and equipment, it may require a change in the useful life of the asset or incur a charge to reflect the difference between the carrying value of the asset and the proceeds expected to be realized upon the asset’s sale or abandonment. Expenditures for maintenance and repairs are expensed as incurred and significant major improvements are capitalized and depreciated over the estimated useful life of the asset. (k) Intangible assets Intangible assets with indefinite useful lives are not amortized but instead are tested annually for impairment, or immediately if conditions indicate that impairment could exist. Intangible assets with definite useful lives are amortized over their estimated useful lives and reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Substantial judgment is necessary in the determination as to whether an event or circumstance has occurred that may trigger an impairment analysis and in the determination of the related cash flows from the asset. Estimating cash flows related to long-lived assets is a difficult and subjective process that applies historical experience and future business expectations to revenues and related operating costs of assets. Should impairment appear to be necessary, subjective judgment must be applied to estimate the fair value of the asset, for which there may be no ready market, which often times results in the use of discounted cash flow analysis and judgmental selection of discount rates to be used in the discounting process. If the Company determines an asset has been impaired based on the projected undiscounted cash flows of the related asset group, and if the cash flow analysis indicates that the carrying amount of an asset group exceeds related undiscounted cash flows, the carrying value is reduced to the estimated fair value of the asset. We evaluated such intangibles for impairments and did not record an impairment for the year ended June 30, 2019. (l) Impairment of long-lived assets We evaluate our long-lived assets, such as property, plant and equipment, construction-in-progress, and specifically identified intangibles, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. When we believe an impairment condition may have occurred, it is required to estimate the undiscounted future cash flows associated with a long-lived asset or group of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities for long-lived assets that are expected to be held and used. If we determine that the undiscounted cash flows from an asset to be held and used are less than the carrying amount of the asset, or if we have classified an asset as held for sale, we estimate fair value to determine the amount of any impairment charge. (m) Impairment Accounting for Cost Method Investments We evaluated the conditions of the Yima Joint Venture to determine whether other-than-temporary decrease in value had occurred as of June 30, 2019 and 2018. As of June 30, 2019, management determined there was a triggering events related to the value of its investment in the Yima Joint Venture. The plant production levels exceeded expectations, yet the plant continued to experience losses and an increase in working capital deficits. In May 2019, the plant was idled to perform its annual maintenance. Our joint venture partner, Yima, determined the plant would remain idle until it could obtain funds to complete the maintenance and the price of methanol reached an acceptable level, although we are not privy to what the price of methanol must reach to be considered acceptable. The plant remained idled from May 2019 until November 2019. The restarting of the plant is in line with the winter heating season where the plant provides steam to the city. At June 30, 2018, management determined there was a triggering event related to the value of its investment in the Yima Joint Venture. Lower production levels in the fourth quarter reduced the annual production below expectations which resulted in a net increase in the working capital deficit and the debt levels of the joint venture. Management determined these events in both years were other-than-temporary in nature and therefore conducted an impairment analysis utilizing a discounted cash flow fair market valuation. In the June 30, 2018 valuation, we also utilized a Black-Scholes Model-Fair Value of Optionality used in valuing companies with substantial amount of debt where a discounted cash flow valuation may be inadequate for estimating fair value. In the June 30, 2019 valuation, the Black-Scholes Model-Fair Value of Optionality was not available due to the results of the discounted cash flow fair market valuation results. We did these valuations with the assistance of a third-party valuation expert. In this valuation, significant unobservable inputs were used to calculate the fair value of the investment. These inputs included forecasted methanol and coal prices, calculated discount rates and discount for lack of marketability as the majority owner is a state-owned entity in China, volatility analysis and information received from the joint venture. The valuation led to the conclusion that the investment in the Yima Joint Venture was impaired as of June 30, 2019 and, therefore, we recorded a $5.0 million impairment for the year ended June 30, 2019. The previous valuation concluded there was an impairment which resulted in a $3.5 million impairment for the year ended June 30, 2018. The carrying value of our Yima investment as of June 30, 2019 and June 30, 2018 was zero and $5.0 million respectively. (n) Income taxes Deferred tax liabilities and assets are determined based on temporary differences between the basis of assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified as long-term asset or long-term liability. Valuation allowances are established when necessary based upon the judgment of management to reduce deferred tax assets to the amount expected to be realized and could be necessary based upon estimates of future profitability and expenditure levels over specific time horizons in tax jurisdictions. We recognize the tax benefits from an uncertain tax position when, based on technical merits, it is more likely than not the position will be sustained on examination by the taxing authorities. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act provides for numerous significant tax law changes and modifications with varying effective dates, which include reducing the corporate income tax rate from 35% to 21%, creating a territorial tax system, broadening the tax base, and allowing for immediate capital expensing of certain qualified property. Due to losses recorded in past years and the fact we have offset our net deferred tax assets with a valuation allowance, the Act had a minimal effect. The Act however does allow for Alternative Minimum Tax (“AMT”) to be refundable over subsequent periods. The tax benefit of approximately $129,000 was recorded for the fiscal year ending June 30, 2018 includes previously paid AMT tax amounts we paid in past years which are refundable under the Act. (o) Foreign currency remeasurement gains and losses Transactions denominated in Renminbi in SES Shanghai entity are remeasured to its functional currency of U.S. dollars at average exchange rate. Monetary assets and liabilities are remeasured to U.S. dollars at closing exchange rates, whereas non-monetary assets and liabilities are remeasured to U.S. dollars at historical rates. Remeasurement gains and losses on monetary assets and liabilities are included in the calculation of net loss. (p) Stock-based expense The Company has a stock-based compensation plan under which stock-based awards have been granted to employees and non-employees. Stock-based expense is accounted for in accordance with ASC 718, “ Compensation – Stock Compensation. Note 14 – Equity Stock-Based Awards |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Note 3 — Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are currently evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In June 2018, the FASB issued ASU No. 2018-07, which expands the scope of Topic 718, “Compensation – Stock Compensation”, to include share-based payment transactions for acquiring goods and services from non-employees. An entity should apply the requirements of Topic 718 to non-employee awards except for specific guidance on inputs to an option pricing model and the attribution of cost. This amendment specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This amendment also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We do not expect the standard to have a material effect on our financial condition, results of operations, cash flows or financial disclosures. |
Current Projects
Current Projects | 12 Months Ended |
Jun. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Current Projects | Note 4 — Current Projects Australian Future Energy Pty Ltd In February 2014, we established AFE together with an Australian company, Ambre Investments PTY Limited (“Ambre”). AFE is an independently managed Australian business platform established for the purpose of building a large-scale, vertically integrated business in Australia based on developing, building and owning equity interests in financially attractive and environmentally responsible projects that produce low-cost syngas as a competitive alternative to expensive local natural gas and LNG. On June 9, 2015, we entered into a Master Technology Agreement (the “MTA”) with AFE which was later revised on May 10, 2017 (as described below). Pursuant to the MTA, we have conveyed certain exclusive access rights to our gasification technology in Australia focusing on promotion and use of our technology in projects. AFE is the exclusive operational entity for business relating to our technology in Australia and AFE owns no rights to sub-license our technology. AFE will work with us on project license agreements for use of our technology as projects are developed in Australia. In return for its work, AFE will receive a share of any license fee we receive for project licenses in Australia. On May 10, 2017, we entered into a project technology license agreement with AFE in connection with a project being developed by AFE in Queensland Australia. AFE intends to form a subsidiary project company and assign the project technology license agreement to that company which will assume all of the obligations of AFE thereunder. Pursuant to the project technology license agreement, we granted a non-exclusive license to use our technology at the project to manufacture syngas and to use our technology in the design of the facility. In consideration, the project technology license agreement calls for a license fee to be finalized based on the designed plant capacity and a separate fee of $2.0 million for the delivery of a process design package. The license agreement calls for license fees to be paid as project milestones are reached throughout the planning, construction and first five years of plant operations. The success and timing of the project being developed by AFE will affect if and/or when we will be able to receive all of the payments related to this license agreement. However, there can be no assurance that AFE will be successful in developing this or any other project. In October 2016, AFE completed the creation and spin-off of BFR (as discussed below) as a separate standalone company which acquired and operates the Callide thermal coal mine in Queensland. In August 2017, AFE completed the acquisition of a mine development lease related to the 266-million-ton resource near Pentland, Queensland through AFE’s wholly owned subsidiary, Great Northern Energy Pty Ltd (“GNE”). In July 2018, we entered into a loan agreement (the “Loan Agreement”) with AFE to provide short-term funding in order to enable AFE to continue to progress its project related initiatives for the betterment of AFE shareholders and the successful promotion of their projects in the amount of 350,000 Australian Dollars, approximately $260,000. The Loan Agreement had a term of three months, subject to certain events, and an interest rate of 6%. AFE repaid the outstanding principal amount under the Loan Agreement plus interest in August 2018. In September 2018, AFE’s Gladstone Project was formally announced in Queensland Parliament by Minister for State Development, Manufacturing, Innovation and Planning, Mr. Cameron Dick and was declared by the Queensland Co-Ordinator General as a Co-Ordinated Project. On April 4, 2019, we entered into a Technology Purchase Option Agreement (the “Option Agreement”) with AFE providing AFE with an exclusive option through July 31, 2019 to purchase 100% ownership of Synthesis Energy Systems Technology, LLC, our wholly-owned subsidiary which owns our interest in the SGT. In addition, ownership rights to SGT were to be carved out of the transaction and retained by us for China and we have a three-year option period post-closing to monetize SGT for India, Brazil, Poland and for the DRI technology market segment. On July 31, 2019, we entered into an Amendment to the Option Agreement with AFE extending the exclusive option provided in the Option Agreement through August 31, 2019. On August 31, 2019, we mutually agreed with AFE to allow the Option Agreement to terminate pursuant to its terms and no penalties or payments were due as a result of the termination of the agreement. AFE issued one million shares to us in connection with the execution of the Option Agreement. AFE would also pay (i) an additional $2.0 million in three equal installments, with the first installment paid at closing and the remainder over the subsequent twelve months, and (ii) $3.8 million on the earlier of the closing of a construction financing by AFE or five years from closing. The closing of the transaction was subject to the negotiation of definitive agreements and other conditions specified in the Option Agreement. In addition to the payment schedule above, AFE issued an additional one million shares with the execution of the Option Agreement and would also pay an additional $100,000 with the first installment paid at closing as full and final settlement of outstanding invoices owing AFE to us at the date of this Option Agreement. As a result of the termination, we retained the two million shares AFE issued in connection with the Option Agreement. We accounted for the first million shares as an additional investment in AFE and a reduction of receivable amounts due from AFE with a fair value of $100,000. The second million shares were accounted for as an additional investment in AFE and a deferred liability in the amount of $70,000 as a down payment on the purchase of our subsidiary. For our ownership interest in AFE, we have been contributing cash and engineering support for AFE’s business development while Ambre contributed cash and services. Additional ownership in AFE has been granted to the AFE management team and staff individuals providing services to AFE. In August 2017 and March 2018, we elected to make additional contributions of $0.47 million and $0.16 million respectively to assist AFE with developing its business in Australia. In April 2019, we were issued two million shares in connection with the Option Agreement and its subsequent termination. We account for our investment in AFE under the equity method. Our ownership of 36% makes us the second largest shareholder. We also maintain a seat on the board of directors which allows us to have significant influence on the operations and financial decisions, but not control, of AFE. Our carrying value of our AFE investment as of both June 30, 2019 and June 30, 2018 was zero. The following summarizes unaudited condensed financial information of AFE as of and for the years ended June 30, 2019 and 2018 (in thousands): Year ended June 30, 2019 2018 Total assets $ 1,555 $ 1,241 Total equity 324 635 Net loss (1,515 ) (1,343 ) For more on the Merger and related transactions, see Note 16 – Subsequent Events The Proposed Merger with AFE Batchfire Resources Pty Ltd As a result of AFE’s early stage business development efforts associated with the Callide thermal coal mine in Central Queensland, Australia, AFE created BFR. BFR was a spin-off company for which ownership interest was distributed to the existing shareholders of AFE and to the new BFR management team in December 2015. BFR is registered in Australia and was formed for the purpose of purchasing the Callide thermal coal mine from Anglo-American plc (“Anglo-American”). The Callide mine is one of the largest thermal coal mines in Australia and has been in operation for more than 40 years. In October 2016, BFR stated that it had received investment support for the acquisition from Singapore-based Lindenfels Pte Ltd, a subsidiary of commodity traders Avra Commodities, and as a result, the acquisition of the Callide thermal coal mine from Anglo-America was completed. On April 29, 2019, BFR issued additional shares as part of a rights offering. We did not execute our rights in this offering and therefore after the completion of the offering process and the issuance of the additional shares, our ownership interest has been diluted from approximately 11% to approximately 7%. We account for our investment in BFR under the cost method. Our limited ownership interest in BFR was approximately 7% and we do not have significant influence over the operation or financial decisions made by the company. At the time of the spin-off, the carrying amount of our investment in AFE was reduced to zero through equity losses. As such, the value of the investment in BFR post spin-off was also zero. On June 30, 2019, our ownership in BFR was approximately 7% and the carrying value of our BFR investment as of both June 30, 2019 and June 30, 2018 was zero. For more on the Batchfire Share Exchange Agreements, see Note 16 – Subsequent Events The Proposed Merger with AFE Cape River Resources Pty Ltd In October 2018, AFE formed a separate unrelated company, Cape River Resources Pty Ltd (“CRR”) for the purpose of developing the Pentland resource into an operating thermal coal mine. Ownership in CRR was distributed proportionately to the shareholders of AFE with additional shares issued to the management team. Our ownership in CRR was approximately 38% upon the formation of CRR through our ownership interest in AFE. GNE sold its 100% ownership interest in the Pentland Coal Mine to CRR. We account for our investment in CRR under the equity method. Our ownership interest of approximately 38% makes us the second largest shareholder. We may appoint one board director for each 15% ownership interest we hold in CRR which allows us to have significant influence on the operations and financial decisions, but not control, of CRR. Our carrying value of our CRR investment as of June 30, 2019 was zero. In September 2019, AFE repurchased all of the shares in CRR in exchange for AFE shares. The CRR shareholders received one share of AFE for every ten shares of CRR. As a result of the transaction, CRR is a wholly-owned subsidiary of AFE. The Pentland Coal Mine Project is a 266 million metric tonne thermal coal resource located approximately 230 kms southwest of Townsville in Queensland, Australia. The project is not being actively pursued at present due to funding restraints and the focus of AFE on the Gladstone Project. Following the proposed Merger, it is intended to devote additional funding and resources to this project. Townsville Metals Infrastructure Pty Ltd In August 2018, AFE formed a separate unrelated company, Townsville Metals Infrastructure Pty Ltd (“TMI”) for the purpose of completing the development of the required infrastructure such as rail and port modifications related to the transport of mined products including coal from the Pentland resource to the Townsville port. Ownership in TMI was distributed proportionately to the shareholders of AFE. Our ownership in TMI is approximately 38% upon the formation of TMI through our ownership interest in AFE. We account for our investment in TMI under the equity method. Our ownership interest of approximately 38% makes us the second largest shareholder. We may appoint one board director for each 15% ownership interest we hold in TMI which allows us to have significant influence on the operations and financial decisions, but not control, of TMI. Our carrying value of our TMI investment as of June 30, 2019 was zero. SES EnCoal Energy sp. z o.o In October 2017, we entered into agreements with Warsaw-based EnInvestments sp. z o.o. Under the terms of the agreements, we and EnInvestments are equal shareholders of SEE and SEE will exclusively market, develop, and commercialize projects in Poland which utilize our technology, services, and proprietary equipment and we share with SEE a portion of the technology license payments, net of fees, we receive from Poland. The goal of SEE is to establish efficient clean energy projects that provide Polish industries superior economic benefits as compared to the use of expensive, imported natural gas and LNG, while providing energy independence through our technological capabilities to convert the wide range of Poland’s indigenous coals, coal waste, biomass and municipal waste to valuable syngas products. SEE has developed a pipeline of projects and together with us is actively working with Polish customers and partners to complete necessary project feasibility, permitting, and SGT agreement steps required prior to starting construction on the projects. For our ownership interest in SEE, we have been contributing cash and assisting in the development of SEE. SEE was initially funded in January 2018 with a cash contribution of approximately $6,000 and an additional funding in March 2018 of approximately $76,000. In August 2018, we made an additional cash contribution of approximately $11,000. We account for our investment in SEE under the equity method. Our ownership of 50% makes us an equal shareholder and we also maintain two of the four seats on the board of directors which allows us to have significant influence on the operations and financial decisions, but not control, of SEE. Our carrying value of our SEE investment was approximately $19,000 and $36,000 as of June 30, 2019 and June 30, 2018, respectively. Midrex Technologies In July 2015, we entered into a Project Alliance Agreement that expands our exclusive relationship with Midrex Technologies for integration and optimization of DRI technology using coal gasification. Midrex has taken the lead in marketing, sales, proposal development, and project execution for coal gasification DRI projects as part of the new project alliance. Midrex may also lead the construction of the fully integrated solution for customers who desire such an execution strategy. We will provide the DRI gasification technology for each project including engineering, key equipment, and technical services. The agreement includes finalization of an engineering package for the optimized coal gasification DRI solution. Prior to the Project Alliance Agreement, we also entered into an exclusive agreement with the TSEC Joint Venture and Midrex for the joint marketing of coal gasification-based DRI facilities in China. These facilities will combine our gasification technology with the Direct Reduction Process of Midrex to create syngas from low quality coals in order to convert iron ore into high-purity DRI. The TSEC Joint Venture will aid in the marketing of these DRI facilities in China and will supply the gasification equipment and licensing of the technology. Yima Joint Venture In August 2009, we entered into joint venture contracts and related agreements with Yima Coal Industry Group Company (“Yima”), replacing the prior joint venture contracts entered in October 2008 and April 2009. The joint ventures were formed for each of the gasification, methanol/methanol protein production, and utility island components of the plant (collectively the “Yima Joint Venture”). The joint venture contracts provided that we and Yima contribute equity of 25% and 75%, respectively, to the Yima Joint Venture. The remaining capital for the project construction has been funded with project debt obtained by the Yima Joint Venture. Yima agreed to guarantee the project debt in order to secure debt financing from domestic Chinese banking sources. We agreed to pledge to Yima our ownership interests in the joint ventures as security for our obligations. In the event that the necessary additional debt financing is not obtained, Yima agreed to provide a loan to the joint venture to satisfy the remaining capital needs of the project with terms comparable to current market rates at the time of the loan. Yima also agreed to provide coal to the project at preferential pricing under a side-letter agreement related to the JV contracts The term of the joint venture commenced June 9, 2009 at the time each joint venture company obtained its business operating license and shall end 30 years after the business license issue date, June 8, 2039. As discussed below, in November 2016, as part of an overall corporate restructuring plan, these joint ventures were combined into a single joint venture. We continue to own a 25% interest in the Yima Joint Venture and Yima owns a 75% interest. Notwithstanding this, in connection with an expansion of the project, we have the option to contribute a greater percentage of capital for the expansion, such that as a result, we could expand through contributions, at our election, up to a 49% ownership interest in the Yima Joint Venture. During the quarter ended June 30, 2016, the Yima Joint Venture commenced an organizational restructuring to better streamline the operations. This restructuring effort included combining the three joint ventures into a single joint venture entity and obtaining a business operating license which was completed in November 2016. In December 2017 and January 2018, on-going development cooperation and discussions with the Yima Joint Venture management resulted in the joint venture agreeing to pay various costs incurred by us during the construction and commissioning period of the facility in the amount of approximately 16 million Chinese Renminbi yuan, (“RMB”) (approximately $2.5 million). As of June 30, 2018, we have received 6.15 million RMB (approximately $0.9 million) of payments from the Yima Joint Venture related to these costs. Due to uncertainty, revenues will be recorded upon receipt of payment. Since 2014, we have accounted for this joint venture under the cost method of accounting. Our conclusion to account for this joint venture under this methodology is based upon our historical lack of significant influence in the Yima Joint Venture. The lack of significant influence was determined based upon our interactions with the Yima Joint Venture related to our limited participation in operating and financial policymaking processes coupled with our limited ability to influence decisions which contribute to the financial success of the Yima Joint Venture. Under the terms of the joint venture agreement, the Yima Joint Venture is to be governed by a board of directors consisting of eight directors, two of whom were appointed by us and six of whom were appointed by Yima. Although we maintain two seats on the board of directors, the board does not meet on a regular basis and management, who has been appointed by Yima has acted alone without board approval in many cases. In 2016, the board began holding periodic meetings beginning in April 2016 and again in July 2016. The next meeting was held in January 2017 and the last meeting to date was held in December 2018. Discussions at these meetings generally have not included policy decisions, but rather served a more ceremonial function. Yima’s parent company, Henan Energy Chemistry Group Company (“Henan Energy”) restructured the management of the Yima Joint Venture under the direction of the Henan Coal Gasification Company (“Henan Gasification”), which is an affiliated company reporting directly to Henan Energy. Henan Gasification currently has full authority of day to day operational and personnel decisions at the Yima Joint Venture. In May 2019, the plant was idled to perform annual maintenance. Due to lack of funds the maintenance program was delayed and a decrease in the price of methanol the plant will remain idled until Henan Energy determines the price of methanol has increased sufficiently or other determining factors dictate the restarting of the plant. Therefore, we concluded, and continue to believe, that we do not have significant influence in the matters of the Yima Joint Venture and the cost method is the appropriate accounting method. This consideration has been and continues to be monitored on a quarterly basis to assess whether that conclusion remains appropriate. We evaluated the conditions of the Yima Joint Venture to determine whether other-than-temporary decrease in value had occurred as of June 30, 2019 and 2018. At June 30, 2019, management determined there were triggering events related to the value of its investment. The plant production levels exceeded expectations, yet the plant continued to experience losses and an increase in working capital deficits. In May 2019, the plant was idled to perform its annual maintenance. Yima determined that the plant would remain idle until it could obtain funds to complete the maintenance and the price of methanol reached an acceptable level, although we are not privy to what the price of methanol must be reached to be considered acceptable. The plant remained idled from May 2019 until November 2019. The restarting of the plant is in line with the winter heating season where the plant provides steam to the city. At June 30, 2018, management determined there was a triggering event related to the value of its investment. Lower production levels in the fourth quarter reduced the annual production below expectations which resulted in a net increase in the working capital deficit and the debt level of the joint venture. Management determined these events in both years were other than temporary in nature and therefore conducted an impairment analysis utilizing a discounted cash flow fair market valuation. In the June 30, 2018 valuation we also utilized a Black-Sholes Model-Fair Value of Optionality used in valuing companies with substantial amounts of debt where a discounted cash flow valuation may be inadequate for estimating fair value. In the June 30, 2019 valuation, the Black-Scholes Model-Fair Value of Optionality was not available due to the results of the discounted cash flow fair market valuation results. We did these valuations with the assistance of a third-party valuation expert. In this valuation, significant unobservable inputs were used to calculate the fair value of the investment (see Note 2 – (f) Use of Estimates The carrying value of our Yima Joint Venture investment as of June 30, 2019 and June 30, 2018 was zero and approximately $5.0 million respectively. Tianwo-SES Clean Energy Technologies Limited Joint Venture Contract In February 2014, SES Asia Technologies Limited, one of our wholly owned subsidiaries, entered into a Joint Venture Contract (the “JV Contract”) with Zhangjiagang Chemical Machinery Co., Ltd., which subsequently changed its legal name to Suzhou Thvow Technology Co. Ltd. (“STT”), to form the TSEC Joint Venture. The purpose of the TSEC Joint Venture is to establish SGT as the leading gasification technology in the TSEC Joint Venture territory (which is China, Indonesia, the Philippines, Vietnam, Mongolia and Malaysia) by becoming a leading provider of proprietary equipment and engineering services for the technology. The scope of the TSEC Joint Venture is to market and license SGT via project sublicenses, procurement and sale of proprietary equipment and services, coal testing, engineering, procurement, and research and development related to SGT. STT contributed 53.8 million RMB (approximately $8.0 million) in April 2014 and was required to contribute an additional 46.2 million RMB (approximately $6.8 million) within two years of such date for a total contribution of 100 million RMB (approximately $14.8 million) in cash to the TSEC Joint Venture in return for a 65% ownership interest in the TSEC Joint Venture. The second capital contribution from STT of 46.2 million RMB (approximately $6.8 million) was not paid by STT in April 2016 as required by the initial JV Contract. As part of a restructuring of the agreement described below, the obligation for payment of additional registered capital was removed. We contributed certain exclusive technology sub-licensing rights into the TSEC Joint Venture for the territory pursuant to the terms of a Technology Usage and Contribution Agreement (the “TUCA”) entered into among the TSEC Joint Venture, STT and us on the same date and further described in more detail below. This resulted in our original ownership of 35% of the TSEC Joint Venture. Under the JV Contract, neither party may transfer their interests in the TSEC Joint Venture without first offering such interests to the other party. In August 2017, we entered into a restructuring agreement of the TSEC Joint Venture (“Restructuring Agreement”). The agreed change in share ownership, reduction in the registered capital of the joint venture, and the final transfer of shares with local government authorities was completed in December 2017. In this restructuring, an additional party was added to the JV Contract, upon receipt of final government approvals, The Innovative Coal Chemical Design Institute (“ICCDI”) became a 25% owner of the TSEC Joint Venture, we decreased our ownership to 25% and STT decreased its ownership to 50%. ICCDI previously served as general contractor and engineered and constructed all three projects which utilize SGT in seven gasification systems for the Aluminum Corporation of China. We received 11.15 million RMB (approximately $1.7 million) from ICCDI as a result of this restructuring. In conjunction with the joint venture restructuring, we also received 1.2 million RMB (approximately $180,000) related to outstanding invoices for services we had provided to the TSEC Joint Venture. In addition to the ownership changes described above, TSEC Joint Venture is now managed by a board of directors (the “Board”) consisting of eight directors, four appointed by STT, two appointed by ICCDI and two appointed by us. All significant acts as described in the JV Contract require the unanimous approval of the Board. The JV Contract also includes a non-competition provision which requires that the TSEC Joint Venture be the exclusive legal entity within the TSEC Joint Venture territory for the marketing and sale of any gasification technology or related equipment that utilizes low quality coal feedstock. Notwithstanding this, STT retained the right to manufacture and sell gasification equipment outside the scope of the TSEC Joint Venture within the TSEC Joint Venture territory. In addition, we retained the right to develop and invest equity in projects outside of the TSEC Joint Venture within the TSEC Joint Venture territory. As a result of the Restructuring Agreement, we have further retained the right to provide SGT licenses and to sell proprietary equipment directly into projects in the TSEC Joint Venture territory provided we have an equity interest in the project. After the termination of the TSEC Joint Venture, STT and ICCDI must obtain written consent from us to market development of any gasification technology that utilizes low quality coal feedstock in the TSEC Joint Venture territory. The JV Contract may be terminated upon, among other things: (i) a material breach of the JV Contract which is not cured; (ii) a violation of the TUCA; (iii) the failure to obtain positive net income within 24 months of establishing the TSEC Joint Venture or (iv) mutual agreement of the parties. TSEC Joint Venture unaudited financial data The following table presents summarized unaudited financial information for the TSEC Joint Venture for the fiscal years ended June 30, 2019 and June 30, 2018 (in thousands): Year Ended June 30, 2019 2018 Income Statement data: Revenue $ 151 $ 109 Operating loss (1,236 ) (1,686 ) Net loss (1,247 ) (1,686 ) As of June 30, 2019 2018 Balance sheet data: Current assets $ 3,491 $ 5,151 Noncurrent assets 86 1,376 Current liabilities 3,661 4,011 Noncurrent liabilities — — Equity (84 ) 2,516 The TSEC Joint Venture is accounted for under the equity method. Our initial capital contribution in the formation of the venture was the TUCA, which is an intangible asset. As such, we did not record a carrying value at the inception of the venture. The carrying value of our investment in the TSEC Joint Venture as of both June 30, 2019 and 2018 was zero. As such in December 2017, the receipt of proceeds related to the Restructuring Agreement and transfer of shares, in the amount of 11.15 million RMB (approximately $1.7 million) were recorded as a gain when the final transfer of shares with local government authorities was completed. Under the equity method, losses in the venture are not recorded if the losses cause the carrying value to be negative and there is no requirement to contribute additional capital. As we are not required to contribute additional capital, we have not recognized losses in the venture, as this would cause the carrying value to be negative. TUCA Pursuant to the TUCA, we have contributed to the TSEC Joint Venture certain exclusive rights to our SGT in the TSEC Joint Venture territory, including the right to: (i) grant site specific project sub-licenses to third parties; (ii) use our marks for proprietary equipment and services; (iii) engineer and/or design processes that utilize our SGT or our other intellectual property; (iv) provide engineering and design services for joint venture projects and (v) take over the development of projects in the TSEC Joint Venture territory that have previously been developed by us and our affiliates. As a result of the Restructuring Agreement, ICCDI was added as a party to the TUCA, but all other material terms remained the same. The TSEC Joint Venture will be the exclusive operational entity for business relating to SGT in the TSEC Joint Venture territory, except for projects in which we have an equity ownership position. For these projects, as a result of the Restructuring Agreement, we can provide technology and equipment directly with no obligation to the joint venture. If the TSEC Joint Venture loses exclusivity due to a breach by us, STT and ICCDI are to be compensated for direct losses and all lost project profits. We were also required to provide training for technical personnel of the TSEC Joint Venture through the second anniversary of the establishment of the TSEC Joint Venture, which has now passed. We will also provide a review of engineering works for the TSEC Joint Venture. If modifications are suggested by us and not made, the TSEC Joint Venture bears the liability resulting from such failure. If we suggest modifications and there is still liability resulting from the engineering work, it is our liability. Any party making improvements, whether patentable or not, relating to SGT after the establishment of the TSEC Joint Venture, grants to the other party an irrevocable, non-exclusive, royalty free right to use or license such improvements and agrees to make such improvements available to us free of charge. All such improvements shall become part of SGT and both parties shall have the same rights, licenses and obligations with respect to the improvement as contemplated by the TUCA. Any breach of or default under the TUCA which is not cured on notice entitles the non-breaching party to terminate. The TSEC Joint Venture indemnifies us for misuse of SGT or infringement of SGT upon rights of any third party. |
Senior Secured Debentures
Senior Secured Debentures | 12 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Senior Secured Debentures | Note 5 — Senior Secured Debentures On October 24, 2017, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”) for the purchase of $8.0 million in principal amount of Debentures. The Debentures have a term of 5 years with an interest rate of 11% that adjusts to 18% in the event the Company defaults on an interest payment. The Debentures require that dividends received from BFR are used to pay down the principal amounts of outstanding Debentures. Additionally, we issued warrants to purchase 125,000 shares of common stock at $32.00 per common share (the “Debenture Warrants”). The Purchase Agreement and the Debentures contain certain customary representations, warranties and covenants. There are no financial metric covenants related to the Debentures. The transaction was approved by a special committee of our board of directors due to the fact that certain board members were Purchasers. Interest on the outstanding balance of Debentures is payable quarterly commencing on January 2, 2018. All unpaid principal and interests on the Debentures will be due on October 23, 2022. The net offering proceeds to us from the sale of the Debentures and the Debenture Warrants, after deducting the placement agent’s fee and associated costs and expenses, was approximately $7.4 million, not including the proceeds, if any, from the exercise of the warrants issued in this offering. As compensation for their services, we paid T.R. Winston & Company, LLC (the “Placement Agent”): (i) a cash fee of $0.56 million (representing an aggregate fee equal to 7% of the face amount of the Debentures); and (ii) a warrant to purchase 8,750 shares of common stock, representing 7% of the warrants issued to the Purchasers (the “Placement Agent Warrant”). We also reimbursed certain expenses of the Placement Agent. The fair market value of the warrants was approximately $137,000 at the time of issuance and recorded as debt issuance cost. A total of approximately $1.0 million debt issuance cost was recorded as a result and is being amortized to interest expense over the term of the Debentures by using effective interest method beginning in October 2017. The Debenture Warrants and Placement Agent Warrant contain provisions providing for the adjustment of the purchase price and number of shares into which the securities are exercisable in certain events. Also, under certain events, we shall, at the holder’s option, purchase these warrants from the holder by paying the holder an amount in cash based on a Black Scholes Option Pricing Model for remaining unexercised warrants. Under U.S. GAAP, this potential cash transaction requires us to record the fair market value of the warrants as a liability as opposed to equity. Management used a Monte Carlo Simulation method to value the warrants with Anti-Dilution Protection with the assistance of a third-party valuation expert. To execute the model and value the warrants, certain assumptions were needed as noted below: Valuation Date: October 24, 2017 Warrant Expiration Date: October 31, 2022 Total Number of Warrants Issued: 133,750 Contracted Conversion Ratio: 1:1 Warrant Exercise Price (USD) 32.00 Next Capital Raise Date: October 31, 2018 Threshold exercise price post Capital raise: 20.08 Spot Price (USD): 26.53 Expected Life (Years): 5.0 Volatility: 66.0% Volatility (Per-period Equivalent): 19.1% Risk Free Interest Rate: 2.04% Risk Free Rate (Per-period Equivalent): 0.17% Nominal Value (USD Mn): 4.0 No of Shares on conversion (Mn): 0.1 The results of the valuation exercise valued the warrants issued at $15.62 per share, or approximately $2.0 million in total. The total proceeds received are first allocated to the fair value of all the derivative instruments, the remaining proceeds are then allocated to the Debentures, resulting in the Debentures being recorded at a discount from the face value. We recorded $8.0 million as the face value of the Debentures and a total of $2.0 million as discount of Debentures and $0.1 million as debt issuance cost for the warrants issued to investors and placement agent, which is being amortized to interest expense over the term of the Debenture which resulted in a charge to interest expense of $0.4 million and $0.3 million for the year ended June 30, 2019 and June 30, 2018, respectively. The effective annual interest rate of the Debentures is approximately 18% after considering this $2.0 million discount related to the Debentures. The Debentures are guaranteed by the U.S. subsidiaries of the Company, as well as the Company’s British Virgin Islands subsidiary, pursuant to a Subsidiary Guarantee, in favor of the holders of the Debentures by the subsidiary guarantors, party thereto, as well as any future subsidiaries which the Company forms or acquires. The Debentures are secured by a lien on substantially all of the assets of the Company and the subsidiary guarantors, other than their equity ownership interest in the Company’s foreign subsidiaries, pursuant to the terms of the Purchase Agreement among the Company, the subsidiary guarantors and the holders of the Debentures. For more on the Debentures, see Note 16 – Subsequent Events The Proposed Merger with AFE |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 6 — Derivative Liabilities The warrants issued to the Debenture investors and the Placement Agent contain provisions providing for the adjustment of the purchase price and number of shares into which the securities are exercisable under certain events. Under certain events, we shall, at the holder’s option, purchase the warrants from the holder by paying the holder an amount in cash based on a Black Scholes Option Pricing Model for remaining unexercised warrants. ASC 815, which establishes accounting and reporting standards for derivative instruments including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value. Management used a Monte Carlo Simulation method to value the warrants with Anti-Dilution Protection with the assistance of a third-party valuation expert to initially record the fair value of these derivatives. The third-party valuation expert also assisted management in valuing the derivatives as of the years ended June 30, 2018 and June 30, 2019 with the changes in the fair value reported as non-operating income or expense. To execute the model and value the derivatives, certain assumptions were needed as noted below: Assumptions At Issuance Year Ending Year Ending Warrant Issue Date: October 24, 2017 October 24, 2017 October 24, 2017 Valuation Date: October 24, 2017 June 30, 2018 June 30, 2019 Warrant Expiration Date: October 31, 2022 October 31, 2022 October 31, 2022 Total Number of Warrants Issued: 133,750 133,750 133,750 Warrant Exercise Price (USD): 32.00 32.00 32.00 Next Capital Raise Date: (1) October 31, 2018 June 30, 2019 February 29, 2020 Threshold Exercise Price Post Capital Raise: 20.08 17.20 6.40 Spot Price (USD): 26.53 26.24 2.48 Expected Life (Years): 5.0 4.3 3.3 Volatility: 66.0 % 65.0 % 75.0 % Volatility (Per-period Equivalent): 19.1 % 18.8 % 21.7 % Risk Free Interest Rate: 2.04 % 2.71 % 1.73 % Risk Free Rate (Per-period Equivalent): 0.17 % 0.22 % 0.14 % Nominal Value (USD Mn): 4.3 4.3 4.3 No. of Shares on Conversion (Mn): 0.1 0.1 0.1 Contracted Conversion Ratio: 1:1 1:1 1:1 Fair Values (in thousands) Fair Value without Anti-Dilution Protection: $ 1,837 $ 1,704 $ 15 Fair Value of Embedded Derivative: 253 260 $ 72 Fair Value of the Warrants Issued: $ 2,090 $ 1,964 $ 87 Gain/(Loss) on Fair Value Adjustments to Derivative Liabilities Not Applicable 126 1,877 (1) Next Capital Raise Date was assumed to be within a year of the debt offering and each valuation date. The change in the derivative liability was mostly due to movements in the Company’s stock price. Other changes in assumptions are listed above, some change with the passage time, interest rate fluctuations and stock market volatility. In addition, a change of control scenario was added to the valuation calculation due to the status of the proposed merger transaction. The change of value due to the addition was immaterial. For more on the Debentures, Debenture Warrants and Placement Agent Warrant, see Note 16 – Subsequent Events The Proposed Merger with AFE |
Risks and Uncertainties
Risks and Uncertainties | 12 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | Note 7 — Risks and Uncertainties As of June 30, 2019, we had $0.9 million in cash and cash equivalents and $34,000 of working capital. As of January 10, 2020, we had $0.4 million in cash and cash equivalents. Of the $0.4 million in cash and cash equivalents, $347,000 resides in the United States or easily access foreign countries and approximately $40,000 resides in China. On March 29, 2019, our Board of Directors engaged Clarksons Platou Securities, Inc. (“CPS”) to act as our financial advisors to advise us as we conducted a process to evaluate financing options and strategic alternatives such as but not limited to a strategic merger, a sale, a recapitalization and/or a financing consisting of equity and/or debt securities focused on maximizing shareholder value and protecting the interests of our debtholders. As a result of our efforts evaluating financing and strategic options, on October 10, 2019 we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AFE as described further in Note 16 – Subsequent Events The Proposed Merger with AFE In connection with the entry into the Merger Agreement, the Company entered into a securities purchase and exchange agreements (each, a “New Purchase Agreements”) with each of the existing holders of its 11% senior secured debentures issued in October 2017 (the “Debentures”), whereby each of the holders agreed to exchange their Debentures and accompanying warrants (the “Debenture Warrants”) for new debentures (the “New Debentures”) and warrants (the “New Warrants”), and certain of the holders agreed to provide $2,000,000 of additional debt financing (the “Interim Financing”). Pursuant to the New Purchase Agreements, the Company also issued $2,000,000 of 11% senior secured debentures (the “Merger Debentures”) to certain accredited investors, along with warrants to purchase $4,000,000 of shares of Common Stock, half of which were Series A Common Stock Purchase Warrants (the “Series A Merger Warrants”) and half of which were Series B Common Stock Purchase Warrants (the “Series B Merger Warrants” and, together with the Series A Merger Warrants, the “Merger Warrants”), as part of the Interim Financing. The Company shall receive the $2,000,000 pursuant to the Merger Debentures according to the following schedule: (i) $1,000,000 on or before October 14, 2019, (ii) $500,000 upon the filing of the proxy statement for the Company stockholder approval of the Merger, and (iii) $500,000 within two business days of Company stockholder approval of the Merger. The terms of the Merger Debentures are the same as the New Debentures. The Merger Debentures are intended to assist the Company in financing its business through the closing of the Merger. As compensation for its services, the Company will pay to T.R. Winston & Company, LLC (the “Placement Agent”): (i) a cash fee of $140,000 (representing an aggregate fee equal to 7% of the face amount of the Merger Debentures, as defined below); and (ii) a warrant to purchase 100,000 shares of Common Stock (the “New Placement Agent Warrant”). We have also agreed to reimburse certain expenses of the Placement Agent. The Company has also agreed to loan $350,000 of the proceeds from the Merger Debentures to AFE to assist AFE in financing its business through the closing of the Merger. The loan is subject to interest at the rate of 11% per annum payable in full on the repayment date in conjunction with the repayment of the principal amount. The repayment date is the earlier of five days after completion of the Merger transaction or the later of March 31, 2020 or three months following the vote of the shareholders on the Merger. The $1,000,000 scheduled payment on or before October 14, 2019 was subsequently received less certain legal costs and escrow fees in the amount of $966,000. On October 24, 2019 we entered into a loan agreement with AFE whereby we loaned a portion of the $2.0 million proceeds received under the New Purchase Agreements. Under the loan agreement, we loaned $350,000 to AFE, which is due in full on the later of March 31, 2020 or within five days following the closing of the Merger. If the Merger does not close, the loan will mature on March 31, 2020 or three months following the special stockholder meeting called to approve the merger transactions. The loan accrues interest at 11% per annum and is also due in full upon repayment, subject to an increased default interest in certain limited circumstances. We can make no assurances that the proposed merger transaction will be completed on a timely basis or at all. In addition, we may be forced to seek relief to avoid or end insolvency through other proceedings including bankruptcy. Based on the historical negative cash flows and the continued limited cash inflows in the period subsequent to year end there is substantial doubt about the Company’s ability to continue as a going concern. Other than AFE and our Yima Joint Venture, all of our other development opportunities are in the early stages of development and/or contract negotiations. Our operations are subject to stringent laws and regulations governing the discharge of materials into the environment, remediation of contaminated soil and groundwater, sitting of facilities or otherwise relating to environmental protection. Numerous governmental agencies, such as various Chinese, Australian and European Union authorities at the municipal, provincial or central government level and similar regulatory bodies in other countries, issue regulations to implement and enforce such laws, which often require difficult and costly compliance measures that carry substantial potential administrative, civil and criminal penalties or may result in injunctive relief for failure to comply. Although to date we have not experienced any material adverse effect from compliance with existing environmental requirements, we cannot assure you that we will not suffer such effects in the future or that projects developed by our partners or customers will not suffer such effects. The Company is subject to concentration of credit risk with respect to our cash and cash equivalents, which it attempts to minimize by maintaining cash and cash equivalents with major high credit quality financial institutions. At times, the Company’s cash balances in a particular financial institution exceed limits that are insured by the U.S. Federal Deposit Insurance Corporation or equivalent agencies in foreign countries and jurisdictions such as Hong Kong. On May 16, 2019, SES received a notice of noncompliance (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not compliant with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because the Company’s stockholders’ equity, as reported in SES’s Quarterly Report on Form 10-Q for the period ended March 31, 2019, was below the required minimum of $2.5 million. Based on materials provided to Nasdaq by SES, the Staff granted SES an extension through November 12, 2019 to complete the Merger. On November 13, 2019, SES received notification from the Staff that it did not meet the terms of the previously granted extension and, as a result, the Staff has determined that that the securities of SES would be subject to delisting unless SES timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”). Additionally, on October 17, 2019, the Staff notified SES that since it failed to timely file its Annual Report on Form 10-K for the year ended June 30, 2019, it no longer complied with Nasdaq Listing Rule 5250(c)(1). SES was given until December 16, 2019, to submit a plan of compliance for consideration by the Staff. However, pursuant to Nasdaq Listing Rule 5810(c)(2)(A), the Staff has informed SES that it can no longer consider the Company’s plan, and, as a result, the failure to file the Form 10-K serves as an additional and separate basis for delisting. On November 21, 2019, SES received an additional delinquency notification letter from the Staff due to SES’s continued non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. SES has requested a hearing before the Nasdaq Hearings Panel. The hearing request automatically stayed any suspension/delisting action through December 5, 2019. On December 13, 2019, we received notification from the Panel that it had determined to extend the stay of suspension through the completion of the hearings process, which will take place on December 19, 2019. At the hearing, the Company will request the stay be extended through the closing of the previously announced Merger with AFE. However, there can be no assurance that the Panel will grant a further extension to enable the Company to demonstrate compliance that it has regained compliance with all applicable requirements. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 8 — Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): Estimated June 30, useful lives 2019 2018 Furniture and fixtures 2 to 3 years $ 11 $ 243 Leasehold improvements Lease term — 23 Computer hardware 3 years 12 336 Computer software 3 years 687 875 Office equipment 3 years 6 149 Motor vehicles 5 years 39 39 755 1,665 Less: Accumulated depreciation (755 ) (1,655 ) Net carrying value $ — $ 10 |
Detail of Selected Balance Shee
Detail of Selected Balance Sheet Accounts | 12 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Detail of Selected Balance Sheet Accounts | Note 9 — Detail of Selected Balance Sheet Accounts Accrued expenses and other payables consisted of the following (in thousands): June 30, 2019 2018 Accounts payable — trade $ 154 $ 496 Accrued payroll, vacation and bonuses 82 80 Deferred revenue 120 206 GTI royalty expenses due to GTI 750 250 Interest payable 220 220 Other 478 429 $ 1,804 $ 1,681 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 10 — Intangible Assets GTI License Agreement In November 2009, we entered into an Amended and Restated License Agreement, (the “GTI Agreement”), with the Gas Technology Institute, (“GTI”), replacing the Amended and Restated License Agreement between us and GTI dated August 31, 2006, as amended. Under the GTI Agreement, we maintain our exclusive worldwide right to license the U-GAS ® ® In order to sublicense any U-GAS ® For each U-GAS ® We are required to make an annual payment to GTI for each year of the term, with such annual payment due by the last day of January of the following year; provided, however, that we are entitled to deduct all royalties paid to GTI in a given year under the GTI Agreement from this amount, and if such royalties exceed the annual payment amount in a given year, we are not required to make the annual payment. We must also provide GTI with a copy of each contract that we enter into relating to a U-GAS ® For a period of ten years, beginning in May 2016, we and GTI are restricted from disclosing any confidential information (as defined in the GTI Agreement) to any person other than employees of affiliates or contractors who are required to deal with such information, and such persons will be bound by the confidentiality provisions of the GTI Agreement. We have further indemnified GTI and its affiliates from any liability or loss resulting from unauthorized disclosure or use of any confidential information that we receive. We continue to innovate and modify the SGT process to a point where we maintain certain intellectual property rights over SGT. Since the original licensing in 2004, we have maintained a strong relationship with GTI and continue to benefit from the resources and collaborative work environment that GTI provides us. In relation to the Merger with AFE, AFE and GTI have agreed upon new terms which, subject to a definitive agreement being completed prior to the Merger closing, would replace the current GTI Agreement. The cost and accumulated amortization of intangible assets were as follows (in thousands): June 30, 2019 June 30, 2018 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Use rights of U-GAS ® $ 1,886 $ 1,886 $ — $ 1,886 $ 1,886 $ — Other intangible assets 1,116 322 794 1,149 111 1,038 Total $ 3,002 $ 2,208 $ 794 $ 3,035 $ 1,997 $ 1,038 The use rights of U-GAS ® |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 — Income Taxes For financial reporting purposes, net loss showing domestic and foreign sources was as follows (in thousands): Year Ended June 30, 2019 2018 Domestic $ (3,218 ) $ (5,174 ) Foreign (7,498 ) (4,560 ) Net loss $ (10,716 ) $ (9,734 ) Provision for income taxes The effective income tax rate was 0.0% and 1.3% for the years ended June 30, 2019 and 2018 respectively. The following table reconciles the income tax benefit with income tax expense that would result from application of the statutory federal tax rate, 21% and 28% for the years ended June 30, 2019 and 2018, respectively, to loss before income tax expense (benefit) recorded (in thousands): June 30, 2019 2018 Net loss before income tax $ (10,716 ) $ (9,734 ) Computed tax benefit at statutory rate (2,250 ) (2,726 ) Taxes in foreign jurisdictions with rates different than US 1,782 1,210 Impact of U.S. tax reform — 11,633 Other 551 895 Deferred Tax Adjustments (1) 1,574 10,988 Valuation allowance (1,657 ) (22,129 ) Income tax expense/(benefit) $ — $ (129 ) (1) The net of adjustments of $1.6 million primarily related to stock option forfeitures in the amount of approximately $2 million, offset by part by the changes in accrued accounts. Deferred tax assets Net deferred tax assets of continuing operations consisted of the following (in thousands): June 30, 2019 2018 Deferred tax assets (liabilities): Net operating loss carry forward $ 11,028 $ 10,594 Warrant FMV Change (394 ) (26 ) Depreciation and amortization 18 1 Stock-based expense 2,338 4,506 Investment in joint ventures 1,694 1,381 Accruals 244 129 Subtotal 14,928 16,585 Valuation allowance (14,928 ) (16,585 ) Net deferred assets $ — $ — At June 30, 2019, the Company had approximately $51.2 million of U.S. federal net operating loss (“NOL”) carry forwards, and $0.9 million of China NOL carryforward. The China NOL carryforward have expiration dates through 2024 and the U.S. NOL carryforward begin expiring in 2028, with NOLs for the fiscal years ending after 2017 carryforward indefinitely, approximately $6.2 million. The Company’s tax returns are subject to periodic audit by the various taxing jurisdictions in which the Company operates, which can result in adjustments to its NOLs. There are no significant audits underway at this time. In assessing the Company’s ability to utilize its deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences. Future changes in estimates of taxable income or in tax laws may change the need for the valuation allowance. The Company and two of its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. Generally, the Company will inventory tax positions related to tax items for all years where the statute of limitations for the assessment of income taxes has not expired. The Company’s open tax years are from June 30, 2009 forward through and including June 30, 2018. Since these periods all have NOL carryforwards, the normal statute of limitations will technically not expire unless and until the NOLs expire or are utilized. As of June 30, 2019, the domestic and foreign tax authorities have not proposed any adjustments to the Company’s material tax positions. The Company establishes reserves for positions taken on tax matters which, although considered appropriate under the regulations, could potentially be successfully challenged by authorities during a tax audit or review. The Company did not have any liability for uncertain tax positions as of June 30, 2019 or 2018. |
Net Loss Per Share Data
Net Loss Per Share Data | 12 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Data | Note 12 — Net Loss Per Share Data Historical net loss per share of common stock is computed using the weighted average number of shares of common stock outstanding. Basic loss per share excludes dilution and is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Stock options, warrants and unvested restricted stock are the only potential dilutive share equivalents the Company had outstanding for the periods presented. For the years ended June 30, 2019 and 2018, options and warrants to purchase common stock excluded from the computation of diluted earnings per share as their effect would have been anti-dilutive as the Company incurred net losses during those periods. The total number of shares excluded from diluted earnings per share equivalents amounted to approximately 0.4 million for both the year ended June 30, 2019 and 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 — Commitments and Contingencies Litigation The Company is currently not a party to any legal proceedings. Contractual Obligations On December 31, 2019, we extended the office lease agreement through March 31, 2020 with rental related payments of approximately $3,900 per month, subject to additions based on additional services and usages each month. In November 2018, the Company entered into a new office lease agreement for 12 months ending December 31, 2019 with rental related payment of approximately $3,300 per month, subject to additions based on additional services and usages each month. In October 2017, the Company extended its corporate office lease term for an additional 13 months ending January 31, 2019 with rental payments of approximately $18,000 per month, subject to additions based on actual utility usage each month. Consolidated rental expense incurred under operating leases was $0.1 million for the year ended June 30, 2019 and $0.2 million for the year ended June 30, 2018. The Debentures have a term of 5 years and will mature in October 2022. Governmental and Environmental Regulation The Company’s operations are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Numerous governmental agencies, such as the U.S. Environmental Protection Agency, and various Chinese authorities, issue regulations to implement and enforce such laws, which often require difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties or may result in injunctive relief for failure to comply. These laws and regulations may require the acquisition of a permit before operations at a facility commence, restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with such activities, limit or prohibit construction activities on certain lands lying within wilderness, wetlands, ecologically sensitive and other protected areas, and impose substantial liabilities for pollution resulting from our operations. The Company believes that it is in substantial compliance with current applicable environmental laws and regulations and it has not experienced any material adverse effect from non-compliance with these environmental requirements. |
Equity
Equity | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Equity | Note 14 — Equity Preferred Stock At the Annual Meeting of Stockholders of the Company on June 30, 2015, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to authorize a class of preferred stock, consisting of 20,000,000 authorized shares, which may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by the Company’s board of directors. No shares of preferred stock have been issued or outstanding since approved by the stockholders. Common Stock On July 12, 2018, we issued 2,862 shares of common stock to ILL-Sino Development Inc. (“ILL-Sino”), the Company’s business development advisor, pursuant to the term of the consulting agreement, as amended on July 1, 2018, between the Company and ILL-Sino. The shares are fully vested and non-forfeitable at the time of issuance. The fair value of the common stock was $24.64 per share on the date of issuance, and the Company recorded approximately $71,000 of expense for the year ended June 30, 2019 relating to the issuance of these shares. On November 10, 2017, we issued 2,131 shares of common stock to Market Development Consulting Group, Inc. (“MDC”), our investor relations advisor, pursuant to the term of the consulting agreement, as amended on October 28, 2016. The shares were fully vested and non-forfeitable at the time of issuance. The fair value of the common stock was $28.16 per share, and we recorded $60,000 of expense for the year ended June 30, 2018 related to issuance of these shares. On May 13, 2016, we entered into an At The Market Offering Agreement (the “Offering Agreement”) with T.R. Winston & Company (“T.R. Winston”) to sell, from time to time, shares of our common stock having an aggregate sales price of up to $20.0 million through an “at the marketing offering” program under which T.R. Winston would act as sales agent, which we refer to as the ATM Offering. The shares that may be sold under the Offering Agreement, if any, would be issued and sold pursuant to the Company’s $75.0 million universal shelf registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission on April 21, 2016. We had no obligation to sell any of our common stock under the Offering Agreement. The Offering Agreement expired in April 2018. Stock-Based Awards As of June 30, 2019, the Company has outstanding stock option and restricted stock awards granted under the Company’s 2015 Long Term Incentive Plan (the “2015 Incentive Plan”) and Amended and Restated 2005 Incentive Plan (the “2005 Incentive Plan”), under which the Company’s stockholders have authorized a total of 328,125 shares of common stock for awards under the 2015 and 2005 Incentive Plan. The 2005 Incentive Plan expired as of November 7, 2015 and no future awards will be made thereunder. As of June 30, 2019, there were approximately 31,409 shares authorized for future issuance pursuant to the 2015 Incentive Plan. Under the 2015 Incentive Plan, we may grant incentive and non-qualified stock options, stock appreciation rights, restricted stock units and other stock-based awards to officers, directors, employees and non-employees. Stock option awards generally vest ratably over a one to four-year period and expire ten years after the date of grant. On April 9, 2018 and 2019, the Company authorized the issuance of 2,141 and 13,587 shares of restricted stock respectively under the 2015 Incentive Plan to Mr. Francis Lau according to the term of the Consulting Service Agreement dated April 9, 2018 between the Company and Mr. Francis Lau. The fair value of the restricted stock was approximately $ 50,000 based on the market value as of the date of the awards for both the year ended June 30, 2019 and 2018. Restricted stock activity during the two years ended June 30, 2019 and 2018 was as follows: Restricted stock Unvested shares outstanding at June 30, 2017 3,810 Granted 3,842 Vested (6,422 ) Forfeited — Unvested shares outstanding at June 30, 2018 1,230 Granted 13,587 Vested (14,817 ) Forfeited — Unvested shares outstanding at June 30, 2019 — Assumptions There were no stock options granted during the year ended June 30, 2019, the fair values for the stock options granted during the year ended June 30, 2018 were estimated at the date of grant using a Black-Scholes-Morton option-pricing model with the following weighted-average assumptions. June 30, 2018 Risk-free rate of return 2.60 % Expected life of award 5.0 years Expected dividend yield 0.00 % Expected volatility of stock 86 % Weighted-average grant date fair value $ 18.72 The expected volatility of stock assumption was derived by referring to changes in the historical volatility of the Company. We used the “simplified” method for “plain vanilla” options to estimate the expected term of options granted during the year ended June 30, 2018. Stock option activity during the two years ended June 30, 2019 and 2018 were as follows: Number of Weighted Weighted Aggregate Outstanding at June 30, 2017 182,717 $ 64.40 5.5 $ 0.10 Granted 42,881 27.28 Exercised — — Cancelled/forfeited (10,546 ) 66.64 Outstanding at June 30, 2018 215,052 56.91 5.4 $ 0.02 Granted — — Exercised — — Cancelled/forfeited (48,575 ) 43.84 Outstanding at June 30, 2019 166,477 60.73 4.5 $ 0.00 Exercisable at June 30, 2019 166,127 60.73 4.5 $ 0.00 As discussed in Note 6, on October 24, 2017, in connection with the issuance of the Debentures, the Company issued warrants to purchase 125,000 shares of common stock at exercise price of $32.00 per share to the investors and issued to the Placement Agent, for the Debenture offering, warrants to purchase 8,750 shares of common stock at exercise price of $32.00 per share. On October 31, 2018 and November 1, 2017, the Company issued a warrant to Market Development Group, Inc. (“MDC”), the Company’s investor relations advisor, to acquire 12,500 and 6,250 shares of the Company’s common stock respectively at an exercise price of $10.4 and $28.16 per share respectively according to the terms of the consulting agreement, as amended on October 31, 2018 and October 28, 2016 respectively, between the Company and MDC. The fair value of each warrant was estimated to be approximately $0.1 million and 0.2 million respectively at the issuance. On January 31, 2019, the Company terminated the consulting agreement between the Company and MDC, which resulted in 9,375 shares of warrants issued in 2018 being cancelled accordingly. The fair values of the warrants issued to MDC were estimated using a Black-Scholes-Morton option-pricing, and the following weighted-average assumptions for the years ended June 30, 2019 and 2018: Year Ended June 30 , 2019 2018 Risk-free rate of return 3.15 % 2.37 % Expected life of award 10 years 10 years Expected dividend yield 0.00 % 0.00 % Expected volatility of stock 94 % 98 % Weighted-average grant date fair value $ 8.96 $ 24.48 Stock warrants activity during the two years ended June 30, 2019 and 2018 were as follows: Number of Weighted Outstanding at June 30, 2017 161,180 $ 110.72 Granted 140,000 31.84 Exercised — — Cancelled/forfeited (91,667 ) 130.08 Outstanding at June 30, 2018 209,513 49.44 Granted 12,500 10.40 Exercised — — Cancelled/forfeited (9,375 ) 10.40 Outstanding at June 30, 2019 212,638 48.86 Exercisable at June 30, 2019 212,638 48.86 The Company recognizes the stock-based expense related to the Incentive Plans awards and warrants over the requisite service period. The following table presents stock- based expense attributable to stock option awards issued under the Incentive Plans and attributable to warrants and common stocks issued to consulting firms (in thousands): Year Ended June 30, 2019 2018 Incentive Plans $ 273 $ 1,045 Common Stock and Warrants 98 213 Total stock-based compensation expense $ 371 $ 1,258 In January 2018, the Company granted additional stock options exercisable for 47,133 shares to employees in connection with salary reduction agreements for a six months period of January to June 2018. The fair value of these options was approximately $92,000 at the date of grant. These options and restricted shares vest ratably over the six-month service period. As of June 30, 2019, approximately $4,000 of estimated expense with respect to non-vested stock option and restricted shares awards have yet to be recognized and will be recognized in expense over the remaining weighted average period of approximately 17.3 months. |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 15 – Segment Information The Company’s reportable operating segments have been determined in accordance with its internal management reporting structure and include SES Foreign Operating, Technology Licensing and Related Services, and Corporate. The SES Foreign Operating reporting segment includes all of the assets, operations and related administrative costs for China and our equity positions and earnings related to our joint ventures including AFE, BFR, the Yima Joint Venture and the TSEC Joint Venture. The Technology Licensing and Related Services reporting segment includes all operating activities related to our technology group. The Corporate reporting segment includes the executive and administrative expenses of the corporate office in Houston. The Company evaluates performance based upon several factors, of which a primary financial measure is segment operating income or loss and cash flow or usage. The following table presents statements of operations data and assets by segment (in thousands): Year Ended June 30, 2019 2018 Revenue: SES Foreign Operating $ — $ 894 Technology licensing and related services — 613 Corporate — — Total revenue $ — $ 1,507 Depreciation and amortization: SES Foreign Operating $ 6 $ 10 Technology licensing and related services — — Corporate 252 27 Total depreciation and amortization $ 258 $ 37 Impairment loss: SES Foreign Operating 5,000 3,500 Technology licensing and related services — — Corporate — — Total impairment loss $ 5,000 $ 3,500 Operating loss: SES Foreign Operating (5,620 ) (3,682 ) Technology licensing and related services (1,284 ) (1,138 ) Corporate (4,162 ) (5,331 ) Total operating loss $ (11,066 ) $ (10,151 ) Interest Expenses: SES Foreign Operating $ — $ — Technology licensing and related services — — Corporate 1,326 869 Total interest expenses $ 1,326 $ 869 Equity in losses of joint ventures: SES Foreign Operating $ 198 $ 715 Technology licensing and related services — — Corporate — — Total equity in losses of joint ventures $ 198 $ 715 June 30, 2019 June 30, 2018 Assets: SES Foreign Operating $ 215 $ 7,402 Technology licensing and related services 1,018 984 Corporate 1,423 5,928 Total assets $ 2,656 $ 14,314 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 — Subsequent Events The Proposed Merger with AFE On October 10, 2019, we, SES Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of us (“Merger Subsidiary”), and AFE, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, among other things, AFE will, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, merge with and into Merger Subsidiary (the “Merger”), the separate corporate existence of Merger Subsidiary shall cease and AFE shall be the successor or surviving corporation of the Merger and a wholly owned subsidiary of us. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. Upon the consummation of the Merger, it is contemplated that we will also change our name. Upon consummation of the Merger, and subject to the terms and conditions of the Merger Agreement, holders of AFE ordinary shares will receive, in exchange for such ordinary shares, 3,875,000 shares of our common stock. All outstanding stock options and restricted stock will remain outstanding post-Merger on the same terms and conditions as currently applicable to such awards, provided that outstanding awards for departing directors shall be amended to extend exercisability for the term of the award. The respective boards of directors of the Company, Merger Subsidiary and AFE have determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of their respective stockholders and have approved the Merger and the Merger Agreement. The transactions contemplated by the Merger Agreement are subject to the approval of the Company’s and AFE’s respective shareholders at shareholders’ meetings to be called and held by the Company and AFE, respectively, and other closing conditions, including, among other things, the filing and effectiveness of a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), and the consummation of the transactions contemplated by the Share Exchange Agreements and the Purchase Agreements. The Merger Agreement contains representations and warranties by the Company and Merger Subsidiary, on the one hand, and by AFE, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Merger Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the Company and Merger Subsidiary, on the one hand, and AFE, on the other hand. Accordingly, the representations and warranties and other disclosures in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts about the Company, Merger Subsidiary or AFE at the time they were made or otherwise. The Merger Agreement contains certain termination rights for both the Company and AFE, including, among other things, if the Merger is not consummated on or before April 15, 2020. In connection with the entry into the Merger Agreement, the Company entered into Share Exchange Agreements (each, a “Share Exchange Agreement”) with certain of the shareholders of Batchfire Resources Pty Ltd (“BFR”), whereby such shareholders will exchange their shares of BFR for shares of the Common Stock at a ratio of 10 BFR shares for one share of Common Stock. As a result of these exchanges, the Company would own 25% of the outstanding shares of BFR. The closing of the exchange is subject to certain conditions specified in the Share Exchange Agreements, including, without limitation, the consummation of the transactions contemplated by the Merger Agreement. In addition, the Company is making an offer to the remaining shareholders of BFR such that the Company would acquire 100% of the shares if the offers are all accepted. In connection with the entry into the Merger Agreement, the Company entered into a securities purchase and exchange agreements (each, a “New Purchase Agreements”) with each of the existing holders of the Debentures, whereby each of the holders agreed to exchange their Debentures and Debenture Warrants for new debentures (the “New Debentures”) and warrants (the “New Warrants”), and certain of the holders agreed to provide $2,000,000 of additional debt financing (the “Interim Financing”). As compensation for its services, the Company paid to the Placement Agent: (i) a cash fee of $140,000 (representing an aggregate fee equal to 7% of the face amount of the Merger Debentures, as defined below); and (ii) a warrant to purchase 100,000 shares of Common Stock (the “New Placement Agent Warrant”). We have also agreed to reimburse certain expenses of the Placement Agent. The New Warrants and the New Placement Agent Warrants are exercisable into shares of common stock at any time from and after the closing date at an exercise price of $6.00 per common share (subject to adjustment). The New Warrants and the New Placement Agent Warrants will terminate five years after they become exercisable. The New Warrants and the New Placement Agent Warrant contain provisions providing for the adjustment of the purchase price and number of shares into which the securities are exercisable. The New Debentures and the New Warrants have substantially similar terms to the Debentures and Debenture Warrants, including as to maturity and security, except that the New Debentures, among other differences, (i) provide for the payment to certain holders, at their election, of interest payments in shares of the Common Stock or in kind, and (ii) provide for certain optional conversion features. The New Warrant changes the exercise price of the Warrant to $6.00 per share and make certain other modifications to the Debenture Warrants. The New Debentures and New Warrants will be issued at the closing of the transactions contemplated by the Merger Agreement. Pursuant to the New Purchase Agreements, each Debenture holder (i) waived the events of default resulting from the failure by the Company to timely file its Annual Reports on Form 10-K for the fiscal year ended June 30, 2018, this Annual Report and for the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019, (ii) waived the event of default resulting from the failure by the Company to make interest payments due on July 1, 2019, October 1, 2019 and January 31, 2020, and (iii) consented to the consummation of the Merger and the issuance of the Merger Debentures and the Merger Warrants (each as defined below), notwithstanding any limitations in the Debentures to the contrary. As mentioned above, pursuant to the New Purchase Agreements, the Company also issued $2,000,000 of 11% senior secured debentures (the “Merger Debentures”) to certain accredited investors, along with warrants to purchase $4,000,000 of shares of Common Stock, half of which were Series A Common Stock Purchase Warrants (the “Series A Merger Warrants”) and half of which were Series B Common Stock Purchase Warrants (the “Series B Merger Warrants” and, together with the Series A Merger Warrants, the “Merger Warrants”), as part of the Interim Financing. The Company shall receive the $2,000,000 pursuant to the Merger Debentures according to the following schedule: (i) $1,000,000 on or before October 14, 2019, (ii) $500,000 upon the filing of the proxy statement for the Company stockholder approval of the Merger, and (iii) $500,000 within two business days of Company stockholder approval of the Merger. The terms of the Merger Debentures are the same as the New Debentures. The Merger Debentures are intended to assist the Company in financing its business through the closing of the Merger. The $1,000,000 scheduled payment on or before October 14, 2019 was subsequently received less certain legal costs and escrow fees in the amount of $966,000. Interest on the Merger Debentures is payable quarterly in arrears, at the option of the holder, in the form of shares of Common Stock, to be issued at a price of the lower of $3.00 per share and the 10-day trailing VWAP for the period immediately prior to the due date of the interest payment, or in kind. The Merger Debentures are convertible at any time by the holders into shares of Common Stock at a price of $3.00 per share, and the Company can require conversion into shares of Common Stock at a price of $3.00 per share if the Common Stock trades at or above $10.00 per share for ten consecutive trading days. The Merger Warrants are exercisable into shares of common stock at any time from and after the issue date at an exercise price of $3.00 per share of common stock, in the case of the Series A Merger Warrants, or $6.00 per share of common stock, in the case of the Series B Merger Warrants. The Merger Warrants will terminate five years after they become exercisable. The Merger Warrants contain provisions providing for the adjustment of the purchase price and number of shares into which the securities are exercisable. The terms of the Merger Warrants are the same as the New Warrants. The New Placement Agent Warrant has the same terms as the Merger Warrant with an exercise price of $3.00 per share. In connection with entering into the New Purchase Agreements, the Company also entered into a Registration Rights Agreement with the investors whereby the Company agreed to register the shares of Common Stock underlying the New Debentures, the New Warrants, the Merger Debentures and the Merger Warrants. The Company has also agreed to loan $350,000 of the proceeds from the Merger Debentures to AFE to assist AFE in financing its business through the closing of the Merger. The loan is subject to interest at the rate of 11% per annum payable in full on the repayment date in conjunction with the repayment of the principal amount. The repayment date is the earlier of five days after completion of the Merger transaction or the later of March 31, 2020 or three months following the vote of the shareholders on the Merger. On October 24, 2019 we entered into a loan agreement with AFE whereby we loaned a portion of the $2.0 million proceeds received under the New Purchase Agreements. Under the loan agreement, we loaned $350,000 to AFE, which is due in full on the later of March 31, 2020 or within five days following the closing of the Merger. If the Merger does not close, the loan will mature on March 31, 2020 or three months following the special stockholder meeting called to approve the merger transactions. The loan accrues interest at 11% per annum and is also due in full upon repayment, subject to an increased default interest in certain limited circumstances. Other Subsequent Events On July 22, 2019, we enacted a 1 for 8 reverse stock split as approved at the Annual Meeting of Stockholders held in June 2019. All share and per share amounts in the consolidated financial statements have been retroactively restated to reflect the reverse stock split. On July 1, 2019, we submitted a plan of compliance to Nasdaq addressing how it intended to regain compliance with Nasdaq Listing Rule 5550(b) within 180 days of the notification or November 12, 2019. The plan of compliance we submitted was accepted by NASDAQ on July 29, 2019. On July 31, 2019, we and AFE entered into an Amendment to Technology Purchase Option Agreement pursuant to which AFE has an amended exclusive option through August 31, 2019, previously July 31, 2019 per the Technology Purchase Option Agreement. All terms of the Technology Purchase Option Agreement remain binding with the exception of the option period being extended to August 31, 2019. On August 6, 2019, we received notice from The Nasdaq Stock Market that we regained compliance with the minimum $1.00 per share bid price requirement. As required under Nasdaq’s Listing Rules, in order to regain compliance, the Company was required to evidence a closing bid price of $1.00 per share or more for at least ten consecutive trading days. On August 31, 2019, the Technology Purchase Option Agreement between us and AFE dated April 4, 2019, as amended effective July 31, 2019, terminated pursuant to the terms of the agreement. No penalties or payments were due as a result of the termination of the agreement. On September 15, 2019, AFE repurchased all of the shares in CRR in exchange for AFE shares. The CCR shareholders received one share of AFE for every ten shares of CRR. As a result of the transaction, CRR is a wholly-owned subsidiary of AFE. On October 17, 2019, we received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that, as a result of our delay in filing this Annual Report, we are not in compliance with the timely filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1). The notification letter stated that under Nasdaq rules, we had until December 16, 2019 to submit a plan to regain compliance with Nasdaq’s continued listing requirements. We regained compliance with this continued listing requirement by filing this Annual Report with the SEC. On November 13, 2019, we received a notification from the Listing Qualifications Staff of The Nasdaq Stock Market LLC that we did not meet the terms of the previously granted extension and as a result, the Staff determined that the Company’s securities would be subject to delisting unless we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”). As noted above, the Company was given until December 16, 2019 to submit a plan of compliance for consideration by the Staff, however, pursuant to Nasdaq Listing Rule 5810(c)(2)(A), the Staff informed us that it can longer consider our plan, and as a result, the failure to file the Form 10-K serves as an additional and separate basis for delisting. On November 21, 2019, we received an additional delinquency notification from the Listing Qualifications Staff of The Nasdaq Stock Market LLC due to the continued noncompliance with Nasdaq Listing Rule 5250(c)(1) as a result of the failure to timely file the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. We have requested a hearing before the Nasdaq Hearings Panel. The hearing request automatically stayed any suspension/delisting action through December 5, 2019. On December 13, 2019, we received notification from the Panel that it had determined to extend the stay of suspension through the completion of the hearings process, which will take place on December 19, 2019. At the hearing, the Company will request the stay be extended through the closing of the previously announced Merger with AFE. However, there can be no assurance that the Panel will grant a further extension to enable the Company to demonstrate compliance that it has regained compliance with all applicable requirements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Reverse Stock Split | (a) Reverse Stock Split On July 22, 2019, we enacted a 1 for 8 reverse stock split as approved by the shareholders at the Annual Meeting of Stockholders held in June 2019. All share and per share amounts in the consolidated financial statements have been retroactively restated to reflect the reverse stock split. |
Basis of Presentation and Principles of Consolidation | (b) Basis of Presentation and Principles of Consolidation The consolidated financial statements are in U.S. dollars. Non-controlling interests in consolidated subsidiaries in the consolidated balance sheets represents minority stockholders’ proportionate share of the equity including any contractual relationships in such subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Accounting for Variable Interest Entities and Financial Statement Consolidation Criteria | (c) Accounting for Variable Interest Entities and Financial Statement Consolidation Criteria We have equity investments in various privately held entities. We account for these investments either under the equity method or cost method of accounting depending on our ownership interest and the level of our influence in each joint venture. Investments accounted for under the equity method are recorded based upon the amount of our investment and adjusted each period for our share of the investee’s income or loss. Cost method investments are recorded at cost less any impairments. All investments are reviewed for changes in circumstance or the occurrence of events that suggest an other-than-temporary event where our investment may not be recoverable. The joint ventures which we have entered into may be considered a variable interest entity, (“VIE”). We consolidate all VIEs where we are the primary beneficiary. This determination is made at the inception of our involvement with the VIE and is continuously re-assessed. We consider qualitative factors and form a conclusion that we, or another interest holder, has a controlling financial interest in the VIE and, if so, whether it is the primary beneficiary. To determine the primary beneficiary, we consider who has the power to direct activities of the VIE that most significantly impacts the VIE’s performance and has the obligation to absorb losses from or the right to receive benefits of the VIE that could be significant to the VIE. We do not consolidate VIEs where we are not the primary beneficiary. As noted above, we account for these unconsolidated VIEs using either the equity method if we have significant influence but not control, or the cost method and include our net investment on our consolidated balance sheet. Under the equity method, our equity interest in the net income or loss from our investments are recorded as non-operating income/expense on a net basis on our consolidated statements of operations. In the event of a change in ownership, any gain or loss resulting from an investee share issuance is recorded in earnings. Controlling interest is determined by majority ownership interest and the ability to unilaterally direct or cause the direction of management and policies of an entity after considering any third-party participatory rights. Our investments are as follows: We have determined that AFE (as defined in Note 4 – Current Projects Australian Future Energy Pty Ltd We have determined that BFR (as defined in Note 4 – Current Projects Batchfire Resources Pty Ltd We have determined that CRR (as defined in Note 4 – Current Projects Cape River Resources Pty Ltd We have determined that TMI (as defined in Note 4 – Current Projects Townsville Metals Infrastructure Pty Ltd We have determined that SEE (as defined in Note 4 – Current Projects SES EnCoal Energy sp. z o. o We have determined that the Yima Joint Venture (as defined in Note 4 – Current Projects Yima Joint Venture Note 4 – Current Projects Yima Joint Venture We have determined that the TSEC Joint Venture (as defined in Note 4- Current Projects Tianwo-SES Clean Energy Technologies Limited Note 4 – Current Projects Tianwo-SES Clean Energy Technologies Limited |
Revenue Recognition | (d) Revenue Recognition We adopted Accounting Standards Codification No. 606, Revenue from Contracts with Customers Technology licensing revenue is typically received over the course of a project’s development as milestones are met. We may receive upfront licensing fee payments when a license agreement is entered into. Typically, the majority of a license fee is due once project financing and equipment installation occur. We recognize license fees as revenue when the license fees become due and payable under the license agreement, subject to the deferral of the amount of the performance guarantee. Fees earned for engineering services, such as services that relate to integrating our technology to a customer’s project, are recognized using the percentage-of-completion method or as services are provided. There were no license fee revenues was recorded in the fiscal year ending June 30, 2019 or 2018. There were no revenues related to the sales of services or equipment in fiscal year ending June 30, 2019. Revenues of $250,000 related to percentage of completion projects and $1,257,000 related to services provided or due to uncertainty when collected were recorded in the fiscal year ending June 30, 2018. |
Use of Estimates | (e) Use of estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Management considers many factors in selecting appropriate operational and financial accounting policies and controls, and in developing the assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgment in this process. Among the factors, but not fully inclusive of all factors that may be considered by management in these processes are: the range of accounting policies permitted by generally accepted accounting principles in the United States; management’s understanding of the Company’s business for both historical results and expected future results; the extent to which operational controls exist that provide high degrees of assurance that all desired information to assist in the estimation is available and reliable or whether there is greater uncertainty in the information that is available upon which to base the estimate; expectations of the future performance of the economy, both domestically, and globally, within various areas that serve the Company’s principal customers and suppliers of goods and services; expected rates of exchange, sensitivity and volatility associated with the assumptions used in developing estimates; and whether historical trends are expected to be representative of future trends. The estimation process at times may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that lies within that range of reasonable estimates based upon the risks associated with the variability that might be expected from the future outcome and the factors considered in developing the estimate. Management attempts to use its business and financial accounting judgment in selecting the most appropriate estimate, however, actual amounts could and will differ from those estimates. |
Fair value measurements | (f) Fair value measurements Accounting standards require that fair value measurements be classified and disclosed in one of the following categories: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The Company’s financial assets and liabilities are classified based on the lowest level of input that is significant for the fair value measurement. The following table summarizes the assets of the Company measured at fair value as of June 30, 2019 and June 30, 2018 (in thousands): June 30, 2019 Level 1 Level 2 Level 3 Total Assets: Certificates of Deposit $ — $ 50 (1) $ — $ 50 Money Market Funds 369 (2) — — 369 Non-recurring Investment in Yima Joint Venture — — — — Liabilities: Derivative liabilities $ — $ — $ 87 $ 87 June 30, 2018 Level 1 Level 2 Level 3 Total Assets: Certificates of Deposit $ — $ 50 (1) $ — $ 50 Money Market Funds 4,345 (2) — — 4,345 Non-recurring Investment in Yima Joint Venture — — 5,000 (3) 5,000 Liabilities: Derivative liabilities $ — $ — $ 1,964 $ 1,964 (1) Amount included in current assets on the Company’s consolidated balance sheets. (2) Amount included in cash and cash equivalents on the Company’s consolidated balance sheet. (3) Significant unobservable inputs were used to calculate the fair value of the investment in Yima Joint Venture. These inputs included forecasted methanol and coal prices, calculated discount rates and discount for lack of marketability as the majority owner is a state-owned entity in China, volatility analysis and information received from the joint venture. The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative liabilities (in thousands): Year ended June 30, 2019 2018 Beginning balance - investment in Yima joint venture $ 5,000 $ 8,500 Impairments (5,000 ) (3,500 ) Ending balance - investment in Yima joint venture $ — $ 5,000 Year ended June 30, 2019 2018 Beginning balance - derivative liabilities $ 1,964 $ 2,090 Change in fair value (1,877 ) (126 ) Ending balance – derivative liabilities $ 87 $ 1,964 The carrying values of the certificates of deposit and money market funds approximate fair value, which were estimated using quoted market prices for those or similar investments. The carrying value of other financial instruments, including accounts receivable and accounts payable approximate their fair values due to the short maturities on those instruments. Our Debentures are recorded at face value of $8.0 million and the fair value is unable to be determined due to lack of third-party quotes and the Company’s distressed financial position. The derivative liabilities are measured at fair value using a Monte Carlo simulation valuation methodology (See also Note 7 – Derivative Liabilities |
Derivative Instruments | (g) Derivative Instruments We currently do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We account for derivatives in accordance with ASC 815, which establishes accounting and reporting for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. |
Cash and Cash Equivalents | (h) Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | (i) Accounts receivable and allowance for doubtful accounts Accounts receivable are stated at historical carrying amounts net of allowance for doubtful accounts. We establish provisions for losses on accounts receivable if it is determined that collection of all or part of an outstanding balance is not probable. Collectability is reviewed regularly, an allowance is established or adjusted, as necessary. As of the fiscal year ending June 30, 2019 and 2018, no allowance for doubtful accounts was necessary. |
Property, Plant, and Equipment | (j) Property, plant, and equipment Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed by using the straight-line method at rates based on the estimated useful lives of the various classes of property, plant and equipment. Estimates of useful lives are based upon a variety of factors including durability of the asset, the amount of usage that is expected from the asset, the rate of technological change and the Company’s business plans for the asset. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Should the Company change its plans with respect to the use and productivity of property, plant and equipment, it may require a change in the useful life of the asset or incur a charge to reflect the difference between the carrying value of the asset and the proceeds expected to be realized upon the asset’s sale or abandonment. Expenditures for maintenance and repairs are expensed as incurred and significant major improvements are capitalized and depreciated over the estimated useful life of the asset. |
Intangible Assets | (k) Intangible assets Intangible assets with indefinite useful lives are not amortized but instead are tested annually for impairment, or immediately if conditions indicate that impairment could exist. Intangible assets with definite useful lives are amortized over their estimated useful lives and reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Substantial judgment is necessary in the determination as to whether an event or circumstance has occurred that may trigger an impairment analysis and in the determination of the related cash flows from the asset. Estimating cash flows related to long-lived assets is a difficult and subjective process that applies historical experience and future business expectations to revenues and related operating costs of assets. Should impairment appear to be necessary, subjective judgment must be applied to estimate the fair value of the asset, for which there may be no ready market, which often times results in the use of discounted cash flow analysis and judgmental selection of discount rates to be used in the discounting process. If the Company determines an asset has been impaired based on the projected undiscounted cash flows of the related asset group, and if the cash flow analysis indicates that the carrying amount of an asset group exceeds related undiscounted cash flows, the carrying value is reduced to the estimated fair value of the asset. We evaluated such intangibles for impairments and did not record an impairment for the year ended June 30, 2019. |
Impairment of Long-lived Assets | (l) Impairment of long-lived assets We evaluate our long-lived assets, such as property, plant and equipment, construction-in-progress, and specifically identified intangibles, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. When we believe an impairment condition may have occurred, it is required to estimate the undiscounted future cash flows associated with a long-lived asset or group of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities for long-lived assets that are expected to be held and used. If we determine that the undiscounted cash flows from an asset to be held and used are less than the carrying amount of the asset, or if we have classified an asset as held for sale, we estimate fair value to determine the amount of any impairment charge. |
Impairment Accounting for Cost Method Investments | (m) Impairment Accounting for Cost Method Investments We evaluated the conditions of the Yima Joint Venture to determine whether other-than-temporary decrease in value had occurred as of June 30, 2019 and 2018. As of June 30, 2019, management determined there was a triggering events related to the value of its investment in the Yima Joint Venture. The plant production levels exceeded expectations, yet the plant continued to experience losses and an increase in working capital deficits. In May 2019, the plant was idled to perform its annual maintenance. Our joint venture partner, Yima, determined the plant would remain idle until it could obtain funds to complete the maintenance and the price of methanol reached an acceptable level, although we are not privy to what the price of methanol must reach to be considered acceptable. The plant remained idled from May 2019 until November 2019. The restarting of the plant is in line with the winter heating season where the plant provides steam to the city. At June 30, 2018, management determined there was a triggering event related to the value of its investment in the Yima Joint Venture. Lower production levels in the fourth quarter reduced the annual production below expectations which resulted in a net increase in the working capital deficit and the debt levels of the joint venture. Management determined these events in both years were other-than-temporary in nature and therefore conducted an impairment analysis utilizing a discounted cash flow fair market valuation. In the June 30, 2018 valuation, we also utilized a Black-Scholes Model-Fair Value of Optionality used in valuing companies with substantial amount of debt where a discounted cash flow valuation may be inadequate for estimating fair value. In the June 30, 2019 valuation, the Black-Scholes Model-Fair Value of Optionality was not available due to the results of the discounted cash flow fair market valuation results. We did these valuations with the assistance of a third-party valuation expert. In this valuation, significant unobservable inputs were used to calculate the fair value of the investment. These inputs included forecasted methanol and coal prices, calculated discount rates and discount for lack of marketability as the majority owner is a state-owned entity in China, volatility analysis and information received from the joint venture. The valuation led to the conclusion that the investment in the Yima Joint Venture was impaired as of June 30, 2019 and, therefore, we recorded a $5.0 million impairment for the year ended June 30, 2019. The previous valuation concluded there was an impairment which resulted in a $3.5 million impairment for the year ended June 30, 2018. The carrying value of our Yima investment as of June 30, 2019 and June 30, 2018 was zero and $5.0 million respectively. |
Income Taxes | (n) Income taxes Deferred tax liabilities and assets are determined based on temporary differences between the basis of assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified as long-term asset or long-term liability. Valuation allowances are established when necessary based upon the judgment of management to reduce deferred tax assets to the amount expected to be realized and could be necessary based upon estimates of future profitability and expenditure levels over specific time horizons in tax jurisdictions. We recognize the tax benefits from an uncertain tax position when, based on technical merits, it is more likely than not the position will be sustained on examination by the taxing authorities. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act provides for numerous significant tax law changes and modifications with varying effective dates, which include reducing the corporate income tax rate from 35% to 21%, creating a territorial tax system, broadening the tax base, and allowing for immediate capital expensing of certain qualified property. Due to losses recorded in past years and the fact we have offset our net deferred tax assets with a valuation allowance, the Act had a minimal effect. The Act however does allow for Alternative Minimum Tax (“AMT”) to be refundable over subsequent periods. The tax benefit of approximately $129,000 was recorded for the fiscal year ending June 30, 2018 includes previously paid AMT tax amounts we paid in past years which are refundable under the Act. |
Foreign Currency Remeasurement Gains and Losses | (o) Foreign currency remeasurement gains and losses Transactions denominated in Renminbi in SES Shanghai entity are remeasured to its functional currency of U.S. dollars at average exchange rate. Monetary assets and liabilities are remeasured to U.S. dollars at closing exchange rates, whereas non-monetary assets and liabilities are remeasured to U.S. dollars at historical rates. Remeasurement gains and losses on monetary assets and liabilities are included in the calculation of net loss. |
Stock-based Expense | (p) Stock-based expense The Company has a stock-based compensation plan under which stock-based awards have been granted to employees and non-employees. Stock-based expense is accounted for in accordance with ASC 718, “ Compensation – Stock Compensation. Note 14 – Equity Stock-Based Awards |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities Measured on Recurring and Nonrecurring Basis | The Company’s financial assets and liabilities are classified based on the lowest level of input that is significant for the fair value measurement. The following table summarizes the assets of the Company measured at fair value as of June 30, 2019 and June 30, 2018 (in thousands): June 30, 2019 Level 1 Level 2 Level 3 Total Assets: Certificates of Deposit $ — $ 50 (1) $ — $ 50 Money Market Funds 369 (2) — — 369 Non-recurring Investment in Yima Joint Venture — — — — Liabilities: Derivative liabilities $ — $ — $ 87 $ 87 June 30, 2018 Level 1 Level 2 Level 3 Total Assets: Certificates of Deposit $ — $ 50 (1) $ — $ 50 Money Market Funds 4,345 (2) — — 4,345 Non-recurring Investment in Yima Joint Venture — — 5,000 (3) 5,000 Liabilities: Derivative liabilities $ — $ — $ 1,964 $ 1,964 |
Summary of Changes in Estimated Fair Value of Derivative Liabilities | The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative liabilities (in thousands): Year ended June 30, 2019 2018 Beginning balance - investment in Yima joint venture $ 5,000 $ 8,500 Impairments (5,000 ) (3,500 ) Ending balance - investment in Yima joint venture $ — $ 5,000 Year ended June 30, 2019 2018 Beginning balance - derivative liabilities $ 1,964 $ 2,090 Change in fair value (1,877 ) (126 ) Ending balance – derivative liabilities $ 87 $ 1,964 |
Current Projects (Tables)
Current Projects (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Australian Future Energy Pty Ltd [Member] | |
Schedule of Condensed Financial Information | The following summarizes unaudited condensed financial information of AFE as of and for the years ended June 30, 2019 and 2018 (in thousands): Year ended June 30, 2019 2018 Total assets $ 1,555 $ 1,241 Total equity 324 635 Net loss (1,515 ) (1,343 ) |
TSEC Joint Venture [Member] | |
Schedule of Condensed Financial Information | The following table presents summarized unaudited financial information for the TSEC Joint Venture for the fiscal years ended June 30, 2019 and June 30, 2018 (in thousands): Year Ended June 30, 2019 2018 Income Statement data: Revenue $ 151 $ 109 Operating loss (1,236 ) (1,686 ) Net loss (1,247 ) (1,686 ) As of June 30, 2019 2018 Balance sheet data: Current assets $ 3,491 $ 5,151 Noncurrent assets 86 1,376 Current liabilities 3,661 4,011 Noncurrent liabilities — — Equity (84 ) 2,516 |
Senior Secured Debentures (Tabl
Senior Secured Debentures (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Warrant [Member] | |
Schedule of Fair Value Assumptions Used | To execute the model and value the warrants, certain assumptions were needed as noted below: Valuation Date: October 24, 2017 Warrant Expiration Date: October 31, 2022 Total Number of Warrants Issued: 133,750 Contracted Conversion Ratio: 1:1 Warrant Exercise Price (USD) 32.00 Next Capital Raise Date: October 31, 2018 Threshold exercise price post Capital raise: 20.08 Spot Price (USD): 26.53 Expected Life (Years): 5.0 Volatility: 66.0% Volatility (Per-period Equivalent): 19.1% Risk Free Interest Rate: 2.04% Risk Free Rate (Per-period Equivalent): 0.17% Nominal Value (USD Mn): 4.0 No of Shares on conversion (Mn): 0.1 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Derivative [Member] | |
Summary of Fair Value Measurement Inputs and Valuation Techniques | To execute the model and value the derivatives, certain assumptions were needed as noted below: Assumptions At Issuance Year Ending Year Ending Warrant Issue Date: October 24, 2017 October 24, 2017 October 24, 2017 Valuation Date: October 24, 2017 June 30, 2018 June 30, 2019 Warrant Expiration Date: October 31, 2022 October 31, 2022 October 31, 2022 Total Number of Warrants Issued: 133,750 133,750 133,750 Warrant Exercise Price (USD): 32.00 32.00 32.00 Next Capital Raise Date: (1) October 31, 2018 June 30, 2019 February 29, 2020 Threshold Exercise Price Post Capital Raise: 20.08 17.20 6.40 Spot Price (USD): 26.53 26.24 2.48 Expected Life (Years): 5.0 4.3 3.3 Volatility: 66.0 % 65.0 % 75.0 % Volatility (Per-period Equivalent): 19.1 % 18.8 % 21.7 % Risk Free Interest Rate: 2.04 % 2.71 % 1.73 % Risk Free Rate (Per-period Equivalent): 0.17 % 0.22 % 0.14 % Nominal Value (USD Mn): 4.3 4.3 4.3 No. of Shares on Conversion (Mn): 0.1 0.1 0.1 Contracted Conversion Ratio: 1:1 1:1 1:1 Fair Values (in thousands) Fair Value without Anti-Dilution Protection: $ 1,837 $ 1,704 $ 15 Fair Value of Embedded Derivative: 253 260 $ 72 Fair Value of the Warrants Issued: $ 2,090 $ 1,964 $ 87 Gain/(Loss) on Fair Value Adjustments to Derivative Liabilities Not Applicable 126 1,877 (1) Next Capital Raise Date was assumed to be within a year of the debt offering and each valuation date. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): Estimated June 30, useful lives 2019 2018 Furniture and fixtures 2 to 3 years $ 11 $ 243 Leasehold improvements Lease term — 23 Computer hardware 3 years 12 336 Computer software 3 years 687 875 Office equipment 3 years 6 149 Motor vehicles 5 years 39 39 755 1,665 Less: Accumulated depreciation (755 ) (1,655 ) Net carrying value $ — $ 10 |
Detail of Selected Balance Sh_2
Detail of Selected Balance Sheet Accounts (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued expenses and Other Payables | Accrued expenses and other payables consisted of the following (in thousands): June 30, 2019 2018 Accounts payable — trade $ 154 $ 496 Accrued payroll, vacation and bonuses 82 80 Deferred revenue 120 206 GTI royalty expenses due to GTI 750 250 Interest payable 220 220 Other 478 429 $ 1,804 $ 1,681 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The cost and accumulated amortization of intangible assets were as follows (in thousands): June 30, 2019 June 30, 2018 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Use rights of U-GAS ® $ 1,886 $ 1,886 $ — $ 1,886 $ 1,886 $ — Other intangible assets 1,116 322 794 1,149 111 1,038 Total $ 3,002 $ 2,208 $ 794 $ 3,035 $ 1,997 $ 1,038 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax, Domestic and Foreign | For financial reporting purposes, net loss showing domestic and foreign sources was as follows (in thousands): Year Ended June 30, 2019 2018 Domestic $ (3,218 ) $ (5,174 ) Foreign (7,498 ) (4,560 ) Net loss $ (10,716 ) $ (9,734 ) |
Schedule of Effective Income Tax Rate Reconciliation | The effective income tax rate was 0.0% and 1.3% for the years ended June 30, 2019 and 2018 respectively. The following table reconciles the income tax benefit with income tax expense that would result from application of the statutory federal tax rate, 21% and 28% for the years ended June 30, 2019 and 2018, respectively, to loss before income tax expense (benefit) recorded (in thousands): June 30, 2019 2018 Net loss before income tax $ (10,716 ) $ (9,734 ) Computed tax benefit at statutory rate (2,250 ) (2,726 ) Taxes in foreign jurisdictions with rates different than US 1,782 1,210 Impact of U.S. tax reform — 11,633 Other 551 895 Deferred Tax Adjustments (1) 1,574 10,988 Valuation allowance (1,657 ) (22,129 ) Income tax expense/(benefit) $ — $ (129 ) (1) The net of adjustments of $1.6 million primarily related to stock option forfeitures in the amount of approximately $2 million, offset by part by the changes in accrued accounts. |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets of continuing operations consisted of the following (in thousands): June 30, 2019 2018 Deferred tax assets (liabilities): Net operating loss carry forward $ 11,028 $ 10,594 Warrant FMV Change (394 ) (26 ) Depreciation and amortization 18 1 Stock-based expense 2,338 4,506 Investment in joint ventures 1,694 1,381 Accruals 244 129 Subtotal 14,928 16,585 Valuation allowance (14,928 ) (16,585 ) Net deferred assets $ — $ — |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Nonvested Restricted Stock Activity | Restricted stock activity during the two years ended June 30, 2019 and 2018 was as follows: Restricted stock Unvested shares outstanding at June 30, 2017 3,810 Granted 3,842 Vested (6,422 ) Forfeited — Unvested shares outstanding at June 30, 2018 1,230 Granted 13,587 Vested (14,817 ) Forfeited — Unvested shares outstanding at June 30, 2019 — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | There were no stock options granted during the year ended June 30, 2019, the fair values for the stock options granted during the year ended June 30, 2018 were estimated at the date of grant using a Black-Scholes-Morton option-pricing model with the following weighted-average assumptions. June 30, 2018 Risk-free rate of return 2.60 % Expected life of award 5.0 years Expected dividend yield 0.00 % Expected volatility of stock 86 % Weighted-average grant date fair value $ 18.72 |
Summary of Stock Option Activity | Stock option activity during the two years ended June 30, 2019 and 2018 were as follows: Number of Weighted Weighted Aggregate Outstanding at June 30, 2017 182,717 $ 64.40 5.5 $ 0.10 Granted 42,881 27.28 Exercised — — Cancelled/forfeited (10,546 ) 66.64 Outstanding at June 30, 2018 215,052 56.91 5.4 $ 0.02 Granted — — Exercised — — Cancelled/forfeited (48,575 ) 43.84 Outstanding at June 30, 2019 166,477 60.73 4.5 $ 0.00 Exercisable at June 30, 2019 166,127 60.73 4.5 $ 0.00 |
Summary of Share-based Payment Award, Warrant Options, Valuation Assumptions | The fair values of the warrants issued to MDC were estimated using a Black-Scholes-Morton option-pricing, and the following weighted-average assumptions for the years ended June 30, 2019 and 2018: Year Ended June 30 , 2019 2018 Risk-free rate of return 3.15 % 2.37 % Expected life of award 10 years 10 years Expected dividend yield 0.00 % 0.00 % Expected volatility of stock 94 % 98 % Weighted-average grant date fair value $ 8.96 $ 24.48 |
Summary of Stock Warrants Activity | Stock warrants activity during the two years ended June 30, 2019 and 2018 were as follows: Number of Weighted Outstanding at June 30, 2017 161,180 $ 110.72 Granted 140,000 31.84 Exercised — — Cancelled/forfeited (91,667 ) 130.08 Outstanding at June 30, 2018 209,513 49.44 Granted 12,500 10.40 Exercised — — Cancelled/forfeited (9,375 ) 10.40 Outstanding at June 30, 2019 212,638 48.86 Exercisable at June 30, 2019 212,638 48.86 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation | The following table presents stock- based expense attributable to stock option awards issued under the Incentive Plans and attributable to warrants and common stocks issued to consulting firms (in thousands): Year Ended June 30, 2019 2018 Incentive Plans $ 273 $ 1,045 Common Stock and Warrants 98 213 Total stock-based compensation expense $ 371 $ 1,258 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Revenue from Segments to Consolidated | The following table presents statements of operations data and assets by segment (in thousands): Year Ended June 30, 2019 2018 Revenue: SES Foreign Operating $ — $ 894 Technology licensing and related services — 613 Corporate — — Total revenue $ — $ 1,507 Depreciation and amortization: SES Foreign Operating $ 6 $ 10 Technology licensing and related services — — Corporate 252 27 Total depreciation and amortization $ 258 $ 37 Impairment loss: SES Foreign Operating 5,000 3,500 Technology licensing and related services — — Corporate — — Total impairment loss $ 5,000 $ 3,500 Operating loss: SES Foreign Operating (5,620 ) (3,682 ) Technology licensing and related services (1,284 ) (1,138 ) Corporate (4,162 ) (5,331 ) Total operating loss $ (11,066 ) $ (10,151 ) Interest Expenses: SES Foreign Operating $ — $ — Technology licensing and related services — — Corporate 1,326 869 Total interest expenses $ 1,326 $ 869 Equity in losses of joint ventures: SES Foreign Operating $ 198 $ 715 Technology licensing and related services — — Corporate — — Total equity in losses of joint ventures $ 198 $ 715 |
Schedule of Reconciliation of Assets from Segment to Consolidated | June 30, 2019 June 30, 2018 Assets: SES Foreign Operating $ 215 $ 7,402 Technology licensing and related services 1,018 984 Corporate 1,423 5,928 Total assets $ 2,656 $ 14,314 |
Business and Liquidity (Details
Business and Liquidity (Details Narrative) - USD ($) $ in Thousands | Oct. 24, 2019 | Oct. 14, 2019 | Oct. 10, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 10, 2020 | Mar. 31, 2019 | Jul. 31, 2018 |
Stockholder's equity | $ (4,993) | $ 5,352 | ||||||
Cash and cash equivalents | 871 | $ 7,071 | ||||||
Working Capital | 34 | |||||||
Purchase of warrants, shares | 1,000,000 | |||||||
Proceeds from agreement | $ 8,000 | |||||||
Loan Agreement [Member] | AFE [Member] | ||||||||
Debt instrument, face amount | $ 260 | |||||||
Debt rate, percentage | 6.00% | |||||||
Subsequent Event [Member] | ||||||||
Cash and cash equivalents | $ 400 | |||||||
Subsequent Event [Member] | T.R. Winston and Company, LLC [Member] | ||||||||
Proceeds from private placement | $ 140 | |||||||
Percentage of cash fee | 7.00% | |||||||
Purchase of warrants, shares | 100,000 | |||||||
Subsequent Event [Member] | Merger Debentures [Member] | AFE [Member] | ||||||||
Proceeds from debt | $ 350 | |||||||
Debt rate, percentage | 11.00% | |||||||
Debt maturities repayment terms, description | The repayment date is the earlier of five days after completion of the Merger transaction or the later of March 31, 2020 or three months following the vote of the shareholders on the Merger. | |||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | Common Stock [Member] | ||||||||
Purchase of warrants | $ 4,000 | |||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | 11% Senior Secured Debentures [Member] | ||||||||
Additional Debt financing | 2,000 | |||||||
Debt instrument, face amount | 2,000 | |||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | Merger Debentures [Member] | ||||||||
Debt instrument, face amount | 2,000 | |||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | Merger Debentures One [Member] | ||||||||
Debt instrument, face amount | $ 1,000 | |||||||
Proceeds from agreement | 1,000 | |||||||
Legal costs and escrow fees | $ 966 | |||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | Merger Debentures Two [Member] | ||||||||
Debt instrument, face amount | 500 | |||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | Merger Debentures Three [Member] | ||||||||
Debt instrument, face amount | $ 500 | |||||||
Subsequent Event [Member] | Loan Agreement [Member] | Merger Debentures [Member] | AFE [Member] | ||||||||
Proceeds from debt | $ 2,000 | |||||||
Debt rate, percentage | 11.00% | |||||||
Debt maturities repayment terms, description | Under the loan agreement, we loaned $350,000 to AFE, which is due in full on the later of March 31, 2020 or within five days following the closing of the Merger. If the Merger does not close, the loan will mature on March 31, 2020 or three months following the special stockholder meeting called to approve the merger transactions. | |||||||
Subsequent Event [Member] | U.S. [Member] | ||||||||
Cash and cash equivalents | 347 | |||||||
Subsequent Event [Member] | CHINA [Member] | ||||||||
Cash and cash equivalents | $ 40 | |||||||
Minimum [Member] | ||||||||
Stockholder's equity | $ 2,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Jul. 22, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Variable interest entity, percentage | 25.00% | ||
Revenue | $ 1,507 | ||
Impairments | $ 5,000 | $ 3,500 | |
Income tax rate description | On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act provides for numerous significant tax law changes and modifications with varying effective dates, which include reducing the corporate income tax rate from 35% to 21%. | ||
Income tax rate percentage | 21.00% | 28.00% | |
Income tax benefit | $ 129 | ||
Noncontrolling interest | (77) | (73) | |
License Fee [Member] | |||
Revenue | |||
Service and Equipment [Member] | |||
Revenue | |||
Completion Projects [Member] | |||
Revenue | 250 | ||
Services [Member] | |||
Revenue | 1,257 | ||
Australian Future Energy Pty Ltd [Member] | |||
Variable interest entity, percentage | 65.00% | ||
Investment | $ 0 | 0 | |
Batchfire Resources Pty Ltd [Member] | |||
Variable interest entity, percentage | 92.00% | ||
Investment | $ 0 | 0 | |
Cape River Resources Pty Ltd [Member] | |||
Variable interest entity, percentage | 63.00% | ||
Investment | $ 0 | 0 | |
Townsville Metals Infrastructure Pty Ltd [Member] | |||
Variable interest entity, percentage | 62.00% | ||
Investment | $ 0 | 0 | |
SES EnCoal Energy sp. z o. o [Member] | |||
Variable interest entity, percentage | 50.00% | ||
Investment | $ 19 | 35 | |
Yima Joint Venture [Member] | |||
Variable interest entity, percentage | 75.00% | ||
Investment | $ 5,000 | 0 | |
Impairments | $ 500 | 350 | |
Tianwo-SES Clean Energy Technologies Limited [Member] | |||
Variable interest entity, percentage | 50.00% | ||
Investment | $ 0 | $ 0 | |
Subsequent Event [Member] | |||
Reverse stock split | 1 for 8 reverse stock split |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | $ 87 | ||
Derivative Liabilities | $ 1,964 | ||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | |||
Derivative Liabilities | |||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | |||
Derivative Liabilities | |||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | 87 | ||
Derivative Liabilities | 1,964 | ||
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | 50 | 50 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | |||
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | [1] | 50 | 50 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | |||
Money Market Funds [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | 369 | 4,345 | |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | [2] | 369 | 4,345 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | |||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | |||
Non-recurring Investment in Yima Joint Venture [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | |||
Non-recurring Investment in Yima Joint Venture [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | |||
Non-recurring Investment in Yima Joint Venture [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | |||
Non-recurring Investment in Yima Joint Venture [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |||
Assets, fair value | |||
Non-recurring Investment in Yima Joint Ventures [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||
Assets, fair value | 5,000 | ||
Non-recurring Investment in Yima Joint Ventures [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||
Assets, fair value | |||
Non-recurring Investment in Yima Joint Ventures [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||
Assets, fair value | |||
Non-recurring Investment in Yima Joint Ventures [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||
Assets, fair value | [3] | $ 5,000 | |
[1] | Amount included in current assets on the Company's consolidated balance sheets. | ||
[2] | Amount included in cash and cash equivalents on the Company's consolidated balance sheets. | ||
[3] | Significant unobservable inputs were used to calculate the fair value of the investment in Yima Joint Venture. These inputs included forecasted methanol and coal prices, calculated discount rates and discount for lack of marketability as the majority owner is a state-owned entity in China, volatility analysis and information received from the joint venture. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Changes in Estimated Fair Value of Derivative Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||
Beginning balance - investment in Yima Joint Venture | $ 5,000 | $ 8,500 |
Impairments | (5,000) | (3,500) |
Ending balance - investment in Yima Joint Venture | 5,000 | |
Beginning balance - derivative liabilities | 1,964 | 2,090 |
Change in fair value | (1,877) | (126) |
Ending balance - derivative liabilities | $ 87 | $ 1,964 |
Current Projects (Details Narra
Current Projects (Details Narrative) ¥ in Thousands, $ in Thousands, $ in Thousands | Apr. 04, 2019USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | May 10, 2017USD ($) | Apr. 30, 2016USD ($) | Apr. 30, 2016CNY (¥) | Apr. 30, 2014USD ($) | Apr. 30, 2014CNY (¥) | Oct. 31, 2018 | Aug. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Jan. 31, 2018USD ($) | Aug. 31, 2017USD ($) | Aug. 31, 2017CNY (¥) | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($)shares | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Apr. 29, 2019 | Jul. 31, 2018USD ($) | Jul. 31, 2017AUD ($) |
Loan agreement, term | 5 years | ||||||||||||||||||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 25.00% | ||||||||||||||||||||
Impairments | $ 5,000 | $ 3,500 | |||||||||||||||||||
Yima Joint Venture [Member] | |||||||||||||||||||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 75.00% | ||||||||||||||||||||
Impairments | $ 500 | 350 | |||||||||||||||||||
Yima Joint Venture [Member] | Third Parties [Member] | |||||||||||||||||||||
Cost method investments | $ 5,000 | $ 0 | $ 0 | 0 | 5,000 | ||||||||||||||||
Batchfire Resources Pty Ltd [Member] | |||||||||||||||||||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 7.00% | ||||||||||||||||||||
Cost method investments | 0 | $ 0 | $ 0 | $ 0 | 0 | ||||||||||||||||
Batchfire Resources Pty Ltd [Member] | Maximum [Member] | |||||||||||||||||||||
Ownership percentage purchased | 11.00% | ||||||||||||||||||||
Batchfire Resources Pty Ltd [Member] | Minimum [Member] | |||||||||||||||||||||
Ownership percentage purchased | 7.00% | ||||||||||||||||||||
Cape River Resources Pty Ltd [Member] | |||||||||||||||||||||
Ownership percentage purchased | 15.00% | 15.00% | 15.00% | ||||||||||||||||||
Equity method investments | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Pentland Coal Mine [Member] | GNE [Member] | |||||||||||||||||||||
Variable interest entity ownership percentage, sold | 100.00% | ||||||||||||||||||||
Townsville Metals Infrastructure Pty Ltd [Member] | |||||||||||||||||||||
Ownership percentage purchased | 15.00% | 15.00% | 15.00% | ||||||||||||||||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 38.00% | ||||||||||||||||||||
Equity method investments | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Yima Joint Venture [Member] | |||||||||||||||||||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 75.00% | 25.00% | |||||||||||||||||||
AFE [Member] | |||||||||||||||||||||
Services revenue, delivery of a process design package | $ 2,000 | ||||||||||||||||||||
Loan agreement, term | 3 months | ||||||||||||||||||||
Payments to acquire equity method investments | $ 160 | $ 470 | |||||||||||||||||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 36.00% | ||||||||||||||||||||
Equity method investments | $ 0 | $ 0 | $ 0 | $ 0 | 0 | ||||||||||||||||
AFE [Member] | Synthesis Energy Systems Technology, LLC [Member] | |||||||||||||||||||||
Stock issued during termination | shares | 2,000 | ||||||||||||||||||||
AFE [Member] | Synthesis Energy Systems Technology, LLC [Member] | April 4, 2019 [Member] | |||||||||||||||||||||
Ownership percentage purchased | 100.00% | 100.00% | 100.00% | ||||||||||||||||||
Shares issued in acquisition to parent company | shares | 1,000,000 | ||||||||||||||||||||
Consideration payable in acquisition to parent company, description | (i) an additional $2.0 million in three equal installments, with the first installment paid at closing and the remainder over the subsequent twelve months, and (ii) $3.8 million on the earlier of the closing of a construction financing by AFE or five years from closing. | ||||||||||||||||||||
Shares issued in settlement of invoices | shares | 1,000,000 | ||||||||||||||||||||
Amount paid in settlement of invoices | $ 100 | ||||||||||||||||||||
AFE [Member] | First Installment Paid [Member] | Synthesis Energy Systems Technology, LLC [Member] | |||||||||||||||||||||
Payments for installments | $ 2,000 | ||||||||||||||||||||
AFE [Member] | Earlier of The Closing [Member] | Synthesis Energy Systems Technology, LLC [Member] | |||||||||||||||||||||
Payments for installments | 3,800 | ||||||||||||||||||||
AFE [Member] | First Million [Member] | Synthesis Energy Systems Technology, LLC [Member] | |||||||||||||||||||||
Accounts receivable with the fair value | 100 | ||||||||||||||||||||
AFE [Member] | Second Million [Member] | Synthesis Energy Systems Technology, LLC [Member] | |||||||||||||||||||||
Deferred liability of down payment on purchase of subsidary | $ 70 | ||||||||||||||||||||
AFE [Member] | Loan Agreement [Member] | |||||||||||||||||||||
Short-term funding amount | $ 260 | ||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 6.00% | ||||||||||||||||||||
AFE [Member] | Loan Agreement [Member] | Australian Dollar [Member] | |||||||||||||||||||||
Short-term funding amount | $ 350 | ||||||||||||||||||||
SES EnCoal Energy [Member] | |||||||||||||||||||||
Ownership percentage purchased | 50.00% | 50.00% | 50.00% | ||||||||||||||||||
Payments to acquire equity method investments | $ 11 | 76 | $ 6 | ||||||||||||||||||
Equity method investments | $ 36 | $ 19 | $ 19 | $ 19 | 36 | ||||||||||||||||
Yima Joint Venture [Member] | |||||||||||||||||||||
Due from joint ventures | 2,500 | ||||||||||||||||||||
Proceeds from reimbursement of construction costs by joint venture | 900 | ||||||||||||||||||||
Cost-method investments, other than temporary impairment | 3,500 | ||||||||||||||||||||
Impairments | $ 350 | $ 500 | |||||||||||||||||||
Yima Joint Venture [Member] | Chinese Renminbi Yuan [Member] | |||||||||||||||||||||
Due from joint ventures | $ 16,000 | ||||||||||||||||||||
Proceeds from reimbursement of construction costs by joint venture | $ 6,150 | ||||||||||||||||||||
STT [Member] | |||||||||||||||||||||
Proceeds from capital contribution | $ 8,000 | ||||||||||||||||||||
STT [Member] | Two Years [Member] | |||||||||||||||||||||
Proceeds from capital contribution | $ 680 | 680 | |||||||||||||||||||
STT [Member] | Chinese Renminbi Yuan [Member] | |||||||||||||||||||||
Proceeds from capital contribution | ¥ | ¥ 5,380 | ||||||||||||||||||||
STT [Member] | Chinese Renminbi Yuan [Member] | Two Years [Member] | |||||||||||||||||||||
Proceeds from capital contribution | ¥ | ¥ 4,620 | 4,620 | |||||||||||||||||||
TSEC Joint Venture [Member] | |||||||||||||||||||||
Ownership percentage purchased | 35.00% | 35.00% | 35.00% | ||||||||||||||||||
Proceeds from capital contribution | $ 1,490 | ||||||||||||||||||||
Gain loss on restructuring | $ 11,150 | ||||||||||||||||||||
TSEC Joint Venture [Member] | Payments of Remaining Funds Related to the Restructuring Agreement [Member] | |||||||||||||||||||||
Ownership percentage purchased | 25.00% | 25.00% | |||||||||||||||||||
Ownership percentage description | Innovative Coal Chemical Design Institute ("ICCDI") has became a 25% owner of the TSEC Joint Venture, we decreased our ownership to 25% and STT decreased its ownership to 50%. | Innovative Coal Chemical Design Institute ("ICCDI") has became a 25% owner of the TSEC Joint Venture, we decreased our ownership to 25% and STT decreased its ownership to 50%. | |||||||||||||||||||
Revenue from related parties | $ 1,700 | ||||||||||||||||||||
TSEC Joint Venture [Member] | Payments of Outstanding Invoices for Services [Member] | |||||||||||||||||||||
Revenue from related parties | $ 180 | ||||||||||||||||||||
TSEC Joint Venture [Member] | Chinese Renminbi Yuan [Member] | |||||||||||||||||||||
Proceeds from capital contribution | ¥ | ¥ 100 | ||||||||||||||||||||
Gain loss on restructuring | ¥ | ¥ 170 | ||||||||||||||||||||
TSEC Joint Venture [Member] | Chinese Renminbi Yuan [Member] | Payments of Remaining Funds Related to the Restructuring Agreement [Member] | |||||||||||||||||||||
Revenue from related parties | ¥ | ¥ 11,150 | ||||||||||||||||||||
TSEC Joint Venture [Member] | Chinese Renminbi Yuan [Member] | Payments of Outstanding Invoices for Services [Member] | |||||||||||||||||||||
Revenue from related parties | ¥ | ¥ 1,200 |
Current Projects - Schedule of
Current Projects - Schedule of Condensed Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
AFE [Member] | ||
Net loss | $ (1,515) | $ (1,343) |
Total assets | 1,555 | 1,241 |
Total Equity | 324 | 635 |
TSEC Joint Venture [Member] | ||
Revenue | 151 | 109 |
Operating loss | (1,236) | (1,686) |
Net loss | (1,247) | (1,686) |
Current assets | 3,491 | 5,151 |
Noncurrent assets | 86 | 1,376 |
Current liabilities | 3,661 | 4,011 |
Noncurrent liabilities | ||
Total Equity | $ (84) | $ 2,516 |
Senior Secured Debentures (Deta
Senior Secured Debentures (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 24, 2017 | Jun. 30, 2019 | Jun. 30, 2018 |
Debt instrument, term | 5 years | ||
Class of warrant or right, number of securities called by warrants or rights | 133,750 | 133,750 | 133,750 |
Class of warrant or right, exercise price of warrants or rights | $ 32 | $ 32 | $ 32 |
Shares of warrants | 1,000,000 | ||
Interest expense | $ 1,326 | $ 869 | |
Placement Agent Warrant [Member] | |||
Fair value of warrants outstanding | $ 8,000 | ||
Debt issuance costs | 100 | ||
Discount of debentures | 2,000 | ||
Interest expense | $ 400 | $ 300 | |
T.R. Winston and Company, LLC [Member] | |||
Net offering proceeds from the sale of the debentures and warrants | 7,400 | ||
Cash fee paid | $ 560 | ||
Percentage of face amount of debentures | 7.00% | ||
Percentage of shares to purchaser | 7.00% | ||
Shares of warrants | 8,750 | ||
Fair value of warrants outstanding | $ 137 | ||
Senior Secured Debentures [Member] | |||
Debt instrument, face amount | $ 8,000 | ||
Debt instrument, term | 5 years | ||
Debt Instrument, interest rate, stated percentage | 11.00% | ||
Debt Instrument, interest rate, in the event of default | 18.00% | ||
Shares of warrants | 125,000 | ||
Debt issuance costs | $ 125 | ||
Warrants value after valuation exercise, per share | $ 15.62 | ||
Warrants value after valuation exercise | $ 2,000 | ||
Discount of debentures | $ 2,000 | ||
Debt instrument, interest rate, effective percentage | 18.00% |
Senior Secured Debentures - Sch
Senior Secured Debentures - Schedule of Fair Value Assumptions Used (Details) $ / shares in Units, $ in Thousands | Oct. 24, 2017$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018$ / sharesshares | |
Valuation Date | Oct. 24, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Warrant Expiration Date | Oct. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2022 | |
Total Number of Warrants Issued | 133,750 | 133,750 | 133,750 | 133,750 | |
Contracted Conversion Ratio | 1 | 1 | 1 | ||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 32 | $ 32 | $ 32 | $ 32 | |
Next Capital Raise Date | [1] | Oct. 31, 2018 | Feb. 29, 2020 | Jun. 30, 2019 | |
Measurement Input, Threshold Exercise Price Post Capital Raise [Member] | |||||
Derivative liability, measurement input | 20.08 | 6.40 | 6.40 | 17.20 | |
Measurement Input, Spot Price [Member] | |||||
Derivative liability, measurement input | 26.53 | 2.48 | 2.48 | 26.24 | |
Expected Life of Award [Member] | |||||
Fair value assumptions, Expected Life (Years) | 5 years | 3 years 3 months 19 days | 4 years 3 months 19 days | ||
Measurement Input, Price Volatility [Member] | |||||
Fair value assumptions, percentage | 66.00% | 75.00% | 75.00% | 65.00% | |
Measurement Input, Price Volatility (Per-period Equivalent) [Member] | |||||
Fair value assumptions, percentage | 19.10% | 21.70% | 21.70% | 18.80% | |
Risk Free Rate of Return [Member] | |||||
Fair value assumptions, percentage | 2.04% | 1.73% | 1.73% | 2.71% | |
Measurement Input, Risk Free Interest Rate (Per-period Equivalent) [Member] | |||||
Fair value assumptions, percentage | 0.17% | 0.14% | 0.14% | 0.22% | |
Warrant [Member] | |||||
Valuation Date | Oct. 24, 2017 | ||||
Warrant Expiration Date | Oct. 31, 2022 | Oct. 31, 2022 | |||
Total Number of Warrants Issued | 133,750,000 | 133,750,000 | |||
Contracted Conversion Ratio | 1 | ||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 32 | $ 32 | |||
Next Capital Raise Date | Oct. 31, 2018 | ||||
Nominal Value (USD Mn) | $ | $ 4,000 | $ 4,000 | |||
No. of Shares on Conversion (Mn) | 100,000 | 100,000 | |||
Warrant [Member] | Measurement Input, Threshold Exercise Price Post Capital Raise [Member] | |||||
Derivative liability, measurement input | 20.08 | 20.08 | |||
Warrant [Member] | Measurement Input, Spot Price [Member] | |||||
Derivative liability, measurement input | 26.53 | 26.53 | |||
Warrant [Member] | Expected Life of Award [Member] | |||||
Fair value assumptions, Expected Life (Years) | 5 years | ||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||
Fair value assumptions, percentage | 66.00% | 66.00% | |||
Warrant [Member] | Measurement Input, Price Volatility (Per-period Equivalent) [Member] | |||||
Fair value assumptions, percentage | 19.10% | 19.10% | |||
Warrant [Member] | Risk Free Rate of Return [Member] | |||||
Fair value assumptions, percentage | 2.04% | 2.04% | |||
Warrant [Member] | Measurement Input, Risk Free Interest Rate (Per-period Equivalent) [Member] | |||||
Fair value assumptions, percentage | 0.17% | 0.17% | |||
[1] | Next Capital Raise Date was assumed to be within a year of the debt offering and each valuation date. |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Fair Value Measurement Inputs and Valuation Techniques (Details) $ / shares in Units, $ in Thousands | Oct. 24, 2017USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | |
Warrant Issue Date | Oct. 24, 2017 | Oct. 24, 2017 | Oct. 24, 2017 | |
Valuation Date | Oct. 24, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | |
Warrant Expiration Date | Oct. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2022 | |
Total Number of Warrants Issued | shares | 133,750 | 133,750 | 133,750 | |
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 32 | $ 32 | $ 32 | |
Next Capital Raise Date | [1] | Oct. 31, 2018 | Feb. 29, 2020 | Jun. 30, 2019 |
Nominal Value (USD Mn) | $ / shares | $ 4.3 | $ 4.3 | $ 4.3 | |
Contracted Conversion Ratio | 1 | 1 | 1 | |
Fair Value without Anti-Dilution Protection | $ 1,837 | $ 76 | $ 1,704 | |
Fair Value of Embedded Derivative | 253 | 175 | 260 | |
Fair Value of the Warrants Issued | 2,090 | 251 | 1,964 | |
Gain/(Loss) on Fair Value Adjustments to Derivative Liabilities | $ 1,877 | $ 126 | ||
Measurement Input, Threshold Exercise Price Post Capital Raise [Member] | ||||
Threshold Exercise Price Post Capital Raise | 20.08 | 6.40 | 17.20 | |
Measurement Input, Spot Price [Member] | ||||
Threshold Exercise Price Post Capital Raise | 26.53 | 2.48 | 26.24 | |
Expected Life of Award [Member] | ||||
Fair value assumptions, Expected Life (Years) | 5 years | 3 years 3 months 19 days | 4 years 3 months 19 days | |
Measurement Input, Price Volatility [Member] | ||||
Fair value assumptions, percentage | 66.00% | 75.00% | 65.00% | |
Measurement Input, Price Volatility (Per-period Equivalent) [Member] | ||||
Fair value assumptions, percentage | 19.10% | 21.70% | 18.80% | |
Risk Free Rate of Return [Member] | ||||
Fair value assumptions, percentage | 2.04% | 1.73% | 2.71% | |
Measurement Input, Risk Free Interest Rate (Per-period Equivalent) [Member] | ||||
Fair value assumptions, percentage | 0.17% | 0.14% | 0.22% | |
[1] | Next Capital Raise Date was assumed to be within a year of the debt offering and each valuation date. |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details Narrative) - USD ($) $ in Thousands | Oct. 24, 2019 | Oct. 14, 2019 | Oct. 10, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 10, 2020 | Jul. 31, 2018 |
Cash and cash equivalents | $ 871 | $ 7,071 | |||||
Working Capital | 34 | ||||||
Purchase of warrants, shares | 1,000,000 | ||||||
Proceeds from agreement | $ 8,000 | ||||||
Loan Agreement [Member] | AFE [Member] | |||||||
Debt instrument, face amount | $ 260 | ||||||
Debt rate, percentage | 6.00% | ||||||
Subsequent Event [Member] | |||||||
Cash and cash equivalents | $ 400 | ||||||
Subsequent Event [Member] | T.R. Winston and Company, LLC [Member] | |||||||
Proceeds from private placement | $ 140 | ||||||
Percentage of cash fee | 7.00% | ||||||
Purchase of warrants, shares | 100,000 | ||||||
Subsequent Event [Member] | Merger Debentures [Member] | AFE [Member] | |||||||
Proceeds from debt | $ 350 | ||||||
Debt rate, percentage | 11.00% | ||||||
Debt maturities repayment terms, description | The repayment date is the earlier of five days after completion of the Merger transaction or the later of March 31, 2020 or three months following the vote of the shareholders on the Merger. | ||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | Common Stock [Member] | |||||||
Purchase of warrants | $ 4,000 | ||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | 11% Senior Secured Debentures [Member] | |||||||
Additional Debt financing | 2,000 | ||||||
Debt instrument, face amount | 2,000 | ||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | Merger Debentures [Member] | |||||||
Debt instrument, face amount | 2,000 | ||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | Merger Debentures One [Member] | |||||||
Debt instrument, face amount | $ 1,000 | ||||||
Proceeds from agreement | 1,000 | ||||||
Legal costs and escrow fees | $ 966 | ||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | Merger Debentures Two [Member] | |||||||
Debt instrument, face amount | 500 | ||||||
Subsequent Event [Member] | Securities Purchase and Exchange Agreements [Member] | Merger Debentures Three [Member] | |||||||
Debt instrument, face amount | $ 500 | ||||||
Subsequent Event [Member] | Loan Agreement [Member] | Merger Debentures [Member] | AFE [Member] | |||||||
Proceeds from debt | $ 2,000 | ||||||
Debt rate, percentage | 11.00% | ||||||
Debt maturities repayment terms, description | Under the loan agreement, we loaned $350,000 to AFE, which is due in full on the later of March 31, 2020 or within five days following the closing of the Merger. If the Merger does not close, the loan will mature on March 31, 2020 or three months following the special stockholder meeting called to approve the merger transactions. | ||||||
Subsequent Event [Member] | U.S. [Member] | |||||||
Cash and cash equivalents | 347 | ||||||
Subsequent Event [Member] | CHINA [Member] | |||||||
Cash and cash equivalents | $ 40 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Property, plant and equipment, gross | $ 755 | $ 1,665 |
Less: Accumulated depreciation | (1,655) | |
Net carrying value | 10 | |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | $ 11 | 243 |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, plant and equipment, useful life (Year) | 2 years | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, plant and equipment, useful life (Year) | 3 years | |
Leasehold Improvements [Member] | ||
Estimated useful lives leasehold | Lease term | |
Property, plant and equipment, gross | 23 | |
Computer Hardware [Member] | ||
Property, plant and equipment, useful life (Year) | 3 years | |
Property, plant and equipment, gross | $ 12 | 336 |
Computer Software [Member] | ||
Property, plant and equipment, useful life (Year) | 3 years | |
Property, plant and equipment, gross | $ 687 | 875 |
Office Equipment [Member] | ||
Property, plant and equipment, useful life (Year) | 3 years | |
Property, plant and equipment, gross | $ 6 | 149 |
Motor Vehicles [Member] | ||
Property, plant and equipment, useful life (Year) | 5 years | |
Property, plant and equipment, gross | $ 39 | $ 39 |
Detail of Selected Balance Sh_3
Detail of Selected Balance Sheet Accounts - Schedule of Accrued expenses and Other Payables (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable - trade | $ 154 | $ 496 |
Accrued payroll, vacation and bonuses | 82 | 80 |
Deferred revenue | 120 | 206 |
GTI royalty expenses due to GTI | 750 | 250 |
Interest payable | 220 | 220 |
Other | 478 | 429 |
Accrued expenses and other payables | $ 1,804 | $ 1,681 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | Nov. 01, 2009 | Jun. 30, 2018 |
Amortization period | 10 years | |
Amortization expenses | $ 0 | |
GTI License Agreement [Member] | ||
Percentage of coal content in biomass mixture | 60.00% | |
Percentage of Biomass | 100.00% | |
Percentage of coal biomass blends | 40.00% | |
Number of business days to provide approval or nonapproval notice regarding sublicense | 10 days | |
Period of updates on any potential subsidiaries | 90 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Gross Carrying Amount | ||
Accumulated Amortization | 794 | 1,038 |
Net | 794 | 1,038 |
Use Rights of U-GAS [Member] | ||
Gross Carrying Amount | 1,886 | 1,886 |
Accumulated Amortization | 1,116 | 1,149 |
Net | 3,002 | 3,035 |
Other Intangible Assets [Member] | ||
Gross Carrying Amount | 1,886 | 1,886 |
Accumulated Amortization | 322 | 111 |
Net | $ 2,208 | $ 1,997 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Effective income tax rate reconciliation, percent, total | 0.00% | 1.30% |
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21.00% | 28.00% |
Deferred tax assets, net operating loss carryforwards indefinitely | $ 6,200 | |
U.S. [Member] | ||
Operating loss carryforwards, total | $ 51,200 | |
Operating loss carryforwards, expiration date | Jun. 30, 2028 | |
CHINA [Member] | ||
Operating loss carryforwards, total | $ 900 | |
Operating loss carryforwards, expiration date | Jun. 30, 2024 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (3,218) | $ (5,174) |
Foreign | (7,498) | (4,560) |
Net loss | $ (10,720) | $ (9,734) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Income Tax Disclosure [Abstract] | |||
Net loss before income tax | $ (10,720) | $ (9,734) | |
Computed tax benefit at statutory rate | (2,250) | (2,726) | |
Taxes in foreign jurisdictions with rates different than US | 1,782 | 1,210 | |
Impact of U.S. tax reform | 11,633 | ||
Other | 551 | 895 | |
Deferred Tax Adjustments | [1] | 1,574 | 10,988 |
Valuation allowance | (1,657) | (22,129) | |
Income tax expense/(benefit) | $ (129) | ||
[1] | The net of adjustments of $1.6 million primarily related to stock option forfeitures in the amount of approximately $2 million, offset by part by the changes in accrued accounts. |
Income Taxes - Schedule of Ef_2
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net of adjustments, stock option for forfeitures | $ 1,600 | $ 1,500 |
Stock option forfeitures | $ 2,000 | $ 2,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets (liabilities): Net operating loss carry forward | $ 11,028 | $ 10,594 |
Deferred tax assets (liabilities): Warrant FMV Change | (394) | (26) |
Deferred tax assets (liabilities): Depreciation and amortization | 18 | 1 |
Deferred tax assets (liabilities): Stock-based expense | 2,338 | 4,506 |
Deferred tax assets (liabilities): Investment in joint ventures | 1,694 | 1,381 |
Deferred tax assets (liabilities): Accruals | 244 | 129 |
Deferred tax assets (liabilities): Subtotal | 14,928 | 16,585 |
Deferred tax assets (liabilities): Valuation allowance | (14,928) | (16,585) |
Deferred tax assets (liabilities): Net deferred assets |
Net Loss Per Share Data (Detail
Net Loss Per Share Data (Details Narrative) - shares shares in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share | 400 | 400 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Nov. 30, 2018 | Oct. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 |
Debt instrument, term | 5 years | ||||
Debt instrument maturity date | October 2022 | ||||
Rent expense under operating leases | $ 100,000 | $ 200,000 | |||
New Office Lease [Member] | |||||
Operating leases, rent expense per month | $ 3,300 | ||||
Lessee, operating lease term | 12 months | ||||
Corporate Office Lease [Member] | |||||
Operating leases, rent expense per month | $ 18,000 | ||||
Lessee, operating lease term | 13 months | ||||
Subsequent Event [Member] | Office Lease Agreement [Member] | |||||
Extended lease term description | We extended the office lease agreement through March 31, 2020 with rental related payments of approximately $3,900 per month, subject to additions based on additional services and usages each month. | ||||
Operating leases, rent expense per month | $ 3,900 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 09, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jul. 12, 2018 | Apr. 09, 2018 | Nov. 10, 2017 | Nov. 01, 2017 | Jan. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Oct. 24, 2017 | May 13, 2016 | Apr. 21, 2016 | Jun. 30, 2015 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||
Preferred stock, shares issued | |||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Amount of common stock declared to sale under universal shelf registration statement | $ 75,000 | ||||||||||||||
Share-based compensation stock option granted | 42,881 | ||||||||||||||
Number of warrants to purchase common stock | 133,750 | 133,750 | 133,750 | 133,750 | |||||||||||
Exercise price of warrants | $ 32 | $ 32 | $ 32 | $ 32 | |||||||||||
Fair value of each warrants | $ 2,000 | ||||||||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, total | $ 4 | $ 4 | |||||||||||||
Share-based compensation arrangement by share-baesd payment award, non vested stock period for recognition | 1 year 4 months 24 days | ||||||||||||||
Investors [Member] | |||||||||||||||
Number of warrants to purchase common stock | 125,000 | ||||||||||||||
Exercise price of warrants | $ 32 | ||||||||||||||
Placement Agent [Member] | |||||||||||||||
Number of warrants to purchase common stock | 8,750 | ||||||||||||||
Exercise price of warrants | $ 32 | ||||||||||||||
Employees [Member] | Salary Reduction Agreements [Member] | |||||||||||||||
Share-based compensation stock option granted | 47,133 | ||||||||||||||
Fair value of stock option grants in period | $ 92 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Number of warrants to purchase common stock | 133,750,000 | 133,750,000 | |||||||||||||
Exercise price of warrants | $ 32 | $ 32 | |||||||||||||
2015 and 2005 Incentive Plans [Member] | |||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 328,125 | 328,125 | |||||||||||||
2015 Incentive Plan [Member] | |||||||||||||||
Share-based compensation arrangement by share-based payment award, shares available for future issuance | 31,409 | 31,409 | |||||||||||||
2015 Incentive Plan [Member] | Mr. Francis Lau [Member] | |||||||||||||||
Share-based compensation restricted stock option, grants in period | 13,587 | 2,141 | |||||||||||||
Stock issued during period, value, restricted stock award | $ 50,000 | 50,000 | |||||||||||||
2015 Incentive Plan [Member] | Employee Stock Option [Member] | |||||||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||||||||||||
2015 Incentive Plan [Member] | Employee Stock Option [Member] | Minimum [Member] | |||||||||||||||
Share-based compensation arrangement by share-based payment award, vesting period | 1 year | ||||||||||||||
2015 Incentive Plan [Member] | Employee Stock Option [Member] | Maximum [Member] | |||||||||||||||
Share-based compensation arrangement by share-based payment award, vesting period | 4 years | ||||||||||||||
ATM Offering [Member] | |||||||||||||||
Aggregate sale price of common stock authorized to sale under agreement | $ 20,000 | ||||||||||||||
Market Development Consulting Group, Inc. [Member] | |||||||||||||||
Stock issued during period, shares issued for services | 2,131 | ||||||||||||||
Shares issued, price per share | $ 28.16 | ||||||||||||||
Stock issuance expense | $ 60 | ||||||||||||||
Number of warrants to purchase common stock | 12,500 | 6,250 | |||||||||||||
Exercise price of warrants | $ 10.4 | $ 28.16 | |||||||||||||
Fair value of each warrants | $ 200 | $ 100 | |||||||||||||
Market Development Consulting Group, Inc. [Member] | Warrant [Member] | |||||||||||||||
Number of warrants cancelled | 9,375 | ||||||||||||||
ILL-Sino Development Inc [Member] | |||||||||||||||
Stock issued during period, shares issued for services | 2,862 | ||||||||||||||
Shares issued, price per share | $ 24.64 | ||||||||||||||
Stock issuance expense | $ 71 |
Equity - Schedule of Nonvested
Equity - Schedule of Nonvested Restricted Stock Activity (Details) - Restricted Stock [Member ] - shares | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Restricted stock outstanding, unvested shares outstanding, beginning balance | 1,230 | 3,810 |
Restricted stock outstanding, unvested shares, granted | 13,587 | 3,842 |
Restricted stock outstanding, unvested shares, vested | (14,817) | (6,422) |
Restricted stock outstanding, unvested shares, forfeited | ||
Restricted stock outstanding, unvested shares outstanding, ending balance | 1,230 |
Equity - Schedule of Share-base
Equity - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended |
Jun. 30, 2018$ / shares | |
Equity [Abstract] | |
Risk-free rate of return | 2.60% |
Expected life of award | 5 years |
Expected dividend yield | 0.00% |
Expected volatility of stock | 86.00% |
Weighted-average grant date fair value | $ 18.72 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Equity [Abstract] | ||
Number of stock options, outstanding, beginning balance | 215,052 | 182,717 |
Number of stock options, granted | 42,881 | |
Number of stock options, exercised | ||
Number of stock options, cancelled/forfeited | (48,575) | (10,546) |
Number of stock options, outstanding, ending balance | 166,477 | 215,052 |
Number of stock options, exercisable, ending balance | 166,127 | |
Weighted average exercise price, outstanding, beginning balance | $ 56.91 | $ 64.40 |
Weighted average exercise price, granted | 27.28 | |
Weighted average exercise price, exercised | ||
Weighted average exercise price, cancelled/forfeited | 43.84 | 66.64 |
Weighted average exercise price, outstanding, ending balance | 60.73 | $ 56.91 |
Weighted average exercise price, exercisable, ending balance | $ 60.73 | |
Weighted average remaining contractual term (years), outstanding, beginning balance | 5 years 4 months 24 days | 5 years 6 months |
Weighted average remaining contractual term (years), outstanding, ending balance | 4 years 6 months | 5 years 4 months 24 days |
Weighted average remaining contractual term (years), exercisable, ending balance | 4 years 6 months | |
Aggregate intrinsic value, outstanding, beginning balance | $ 20 | $ 100 |
Aggregate intrinsic value, outstanding, ending balance | 0 | $ 20 |
Aggregate intrinsic value, exercisable, ending balance | $ 0 |
Equity - Summary of Share-based
Equity - Summary of Share-based Payment Award, Warrant Options, Valuation Assumptions (Details) | Jun. 30, 2019$ / shares | Jun. 30, 2018$ / shares |
Weighted-average grant date fair value | $ 8.96 | $ 24.48 |
Risk Free Rate of Return [Member] | ||
Warrant measurement input, percentage | 3.15 | 2.37 |
Expected Life of Award [Member] | ||
Warrant measurement input term | 10 years | 10 years |
Expected Dividend Yield [Member] | ||
Warrant measurement input, percentage | 0 | 0 |
Expected Volatility of Stock [Member] | ||
Warrant measurement input, percentage | 94 | 98 |
Equity - Summary of Stock Warra
Equity - Summary of Stock Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Equity [Abstract] | ||
Number of stock warrants, outstanding, beginning balance | 209,513 | 161,180 |
Number of stock warrants, granted | 12,500 | 140,000 |
Number of stock warrants, exercised | ||
Number of stock warrants, cancelled/forfeited | (9,375) | (91,667) |
Number of stock warrants, outstanding, ending balance | 212,638 | 209,513 |
Number of stock warrants, exercisable, ending balance | 212,638 | |
Weighted average exercise price, outstanding, beginning balance | $ 49.44 | $ 110.72 |
Weighted average exercise price, granted | 10.40 | 31.84 |
Weighted average exercise price, exercised | ||
Weighted average exercise price, cancelled/forfeited | 10.40 | 130.08 |
Weighted average exercise price, outstanding, ending balance | 48.86 | $ 49.44 |
Weighted average exercise price, exercisable, ending balance | $ 48.86 |
Equity - Schedule of Compensati
Equity - Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Total stock-based compensation expense | $ 371 | $ 1,258 |
Common Stock and Warrants [Member] | ||
Total stock-based compensation expense | 98 | 213 |
Incentive Plans [Member] | ||
Total stock-based compensation expense | $ 273 | $ 1,045 |
Segment Information - Schedule
Segment Information - Schedule of Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 1,507 | |
Depreciation and amortization | 258 | 37 |
Impairment loss | 5,000 | 3,500 |
Operating loss | (11,066) | (10,151) |
Interest Expense | 1,326 | 869 |
Equity in losses of joint ventures | (198) | (715) |
SES Foreign Operating [Member] | ||
Revenue | 894 | |
Depreciation and amortization | 6 | 10 |
Impairment loss | 5,000 | 3,500 |
Operating loss | (5,620) | (3,682) |
Interest Expense | ||
Equity in losses of joint ventures | 198 | 715 |
Technology Licensing and Related Services [Member] | ||
Revenue | 613 | |
Depreciation and amortization | ||
Impairment loss | ||
Operating loss | (1,284) | (1,138) |
Interest Expense | ||
Equity in losses of joint ventures | ||
Corporate [Member] | ||
Revenue | ||
Depreciation and amortization | 252 | 27 |
Impairment loss | ||
Operating loss | (4,162) | (5,331) |
Interest Expense | 1,326 | 869 |
Equity in losses of joint ventures |
Segment Information - Schedul_2
Segment Information - Schedule of Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Assets | $ 2,656 | $ 14,314 |
SES Foreign Operating [Member] | ||
Assets | 215 | 7,402 |
Technology Licensing and Related Services [Member] | ||
Assets | 1,018 | 984 |
Corporate [Member] | ||
Assets | $ 1,423 | $ 5,928 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 24, 2019 | Oct. 10, 2019 | Aug. 06, 2019 | Jun. 30, 2019 | Jul. 31, 2018 | Jun. 30, 2018 | Oct. 24, 2017 |
Exercise price of warrants | $ 32 | $ 32 | $ 32 | ||||
Placement Agent [Member] | |||||||
Exercise price of warrants | $ 32 | ||||||
Loan Agreement [Member] | AFE [Member] | |||||||
Debt rate, percentage | 6.00% | ||||||
Subsequent Event [Member] | |||||||
Legal costs and escrow fees | $ 966 | ||||||
Bid price requirement, description | The Nasdaq Stock Market that we regained compliance with the minimum $1.00 per share bid price requirement. As required under Nasdaq's Listing Rules, in order to regain compliance, the Company was required to evidence a closing bid price of $1.00 per share or more for at least ten consecutive trading days. | ||||||
Subsequent Event [Member] | On or Before October 14, 2019 [Member] | |||||||
Repayment of debt | $ 1,000 | ||||||
Subsequent Event [Member] | Merger Debentures [Member] | |||||||
Share issued price per share, description | Interest on the Merger Debentures is payable quarterly in arrears, at the option of the holder, in the form of shares of Common Stock, to be issued at a price of the lower of $3.00 per share and the 10-day trailing VWAP for the period immediately prior to the due date of the interest payment, or in kind. The Merger Debentures are convertible at any time by the holders into shares of Common Stock at a price of $3.00 per share, and the Company can require conversion into shares of Common Stock at a price of $3.00 per share if the Common Stock trades at or above $10.00 per share for ten consecutive trading days | ||||||
Share issued price per share | $ 3 | ||||||
Conversion price per share | 3 | ||||||
Subsequent Event [Member] | Merger Debentures [Member] | New Placement Agent Warrant [Member] | |||||||
Exercise price of warrants | $ 3 | ||||||
Warrants term | 5 months | ||||||
Subsequent Event [Member] | Merger Debentures [Member] | Series A Merger Warrants [Member] | |||||||
Exercise price of warrants | $ 3 | ||||||
Warrants term | 5 months | ||||||
Subsequent Event [Member] | Merger Debentures [Member] | Series B Merger Warrants [Member] | |||||||
Exercise price of warrants | $ 6 | ||||||
Warrants term | 5 months | ||||||
Subsequent Event [Member] | AFE [Member] | Merger Debentures [Member] | |||||||
Proceeds from debt | $ 350 | ||||||
Debt rate, percentage | 11.00% | ||||||
Debt maturities repayment terms, description | The repayment date is the earlier of five days after completion of the Merger transaction or the later of March 31, 2020 or three months following the vote of the shareholders on the Merger. | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | |||||||
Ownership percentage purchased | 100.00% | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | Batchfire Resources Pty Ltd [Member] | |||||||
Ownership percentage purchased | 25.00% | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | AFE [Member] | |||||||
Shares issued in acquisition to parent company | 3,875,000 | ||||||
Proceeds from debt | $ 350 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | New Placement Agent Warrant [Member] | |||||||
Number of warrants to purchase common stock | 100,000 | ||||||
Exercise price of warrants | $ 6 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | Placement Agent [Member] | |||||||
Cash fee paid as compensation | $ 140 | ||||||
Aggregate fee, percentage | 7.00% | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | New Debentures [Member] | Certain Holder [Member] | |||||||
Proceeds from debt | $ 2,000 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | 11% Senior Secured Debentures [Member] | Merger Warrants [Member] | On or Before October 14, 2019 [Member] | |||||||
Proceeds from issuance of senior secured debt | 1,000 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | 11% Senior Secured Debentures [Member] | Merger Warrants [Member] | Upon the filing of the proxy statement [Member] | |||||||
Proceeds from issuance of senior secured debt | 500 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | 11% Senior Secured Debentures [Member] | Merger Warrants [Member] | Within Two Business Days of Stockholder's Approval [Member] | |||||||
Proceeds from issuance of senior secured debt | 500 | ||||||
Subsequent Event [Member] | Merger Agreement [Member] | 11% Senior Secured Debentures [Member] | Certain Accredited Investors [Member] | New Placement Agent Warrant [Member] | |||||||
Secured debt | 2,000 | ||||||
Warrants to purchase common stock, value | 4,000 | ||||||
Proceeds from issuance of senior secured debt | $ 2,000 | ||||||
Subsequent Event [Member] | Loan Agreement [Member] | AFE [Member] | Merger Debentures [Member] | |||||||
Proceeds from debt | $ 2,000 | ||||||
Debt rate, percentage | 11.00% | ||||||
Debt maturities repayment terms, description | Under the loan agreement, we loaned $350,000 to AFE, which is due in full on the later of March 31, 2020 or within five days following the closing of the Merger. If the Merger does not close, the loan will mature on March 31, 2020 or three months following the special stockholder meeting called to approve the merger transactions. |