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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K

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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2016

Commission File Number: 001-33540

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EnSync, Inc.

(Exact name of registrant as specified in its charter)

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(262) 253-9800
(Registrant's telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):

(Do not check if a smaller reporting company)

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)   Yes   ☑ No

The aggregate market value of the Common Stock held by non-affiliates of the Registrant, computed by reference to the closing price as reported on the NYSE MKT on December 31, 2015, which was the last business day of the registrant's most recently completed second fiscal quarter, was $18,091,352.

As of September 8, 2016, the Company had 47,752,821 shares of its Common Stock, par value $0.01, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended June 30, 2016.  Portions of such proxy statement are incorporated by reference into Part III of this Form 10-K.

ENSYNC, INC.

2016 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

 

The following discussion should be read in conjunction with our accompanying Consolidated Financial Statements and Notes thereto included within this Annual Report on Form 10-K.  In addition to historical information, this Annual Report on Form 10-K and the following discussion contain statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  These forward-looking statements contain projections of our future results of operations or of our financial position or state other forward-looking information.  In some cases you can identify these statements by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will" and "would" or similar words.  We believe that it is important to communicate our future expectations to our investors.  However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.  Investors are cautioned not to rely on forward-looking statements because they involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to: our historical and anticipated future operation losses; our ability to raise the necessary capital to fund our operations and the risk of dilution to shareholders from capital raising transactions; our stock price volatility and trading volume; the effects of a sale or transfer of a large number of shares of our common stock; the competiveness of the industry in which we compete; our ability to successfully commercialize new products, including our Matrix ^TM Energy Management and Agile ^TM Hybrid Storage Systems; our ability to lower our costs and increase our margins; the failure of our products to perform as planned; our ability to improve the performance of our products; our ability to build quality and reliable products and market perception of our products; our ability to grow rapidly while successfully managing our growth; our ability to maintain our current and establish new strategic partnerships; our dependence on future sales to SPI Energy Co., Ltd ("SPI"), (formerly known as Solar Power, Inc.), and the lack of any such sales to date; our dependence on sole source and limited source suppliers; our limited experience manufacturing our products on a large-scale basis; our product and customer concentration and lack of revenue diversification; SPI's ability to influence key decision making and potential to acquire complete control; the effect laws and regulations of the Chinese government may have on our China joint venture; our ability to enforce our agreements in Asia; our ability to retain our managerial personnel and to attract additional personnel; our ability to manage our international operations; the length and variability of our sales cycle; our increased emphasis on larger and more complex system solutions; our lack of experience in the power purchase agreement business; our reliance of third-party suppliers and contractors when developing and constructing systems for our PPA business; the impact on our revenue of consumers; our dependence on the regulatory treatment of third-party owned solar energy systems; our ability to protect our intellectual property and the risk we may infringe on the intellectual property of others; the cost of protecting our intellectual property; future acquisitions could disrupt our business and dilute our stockholders; and other risks and uncertainties discussed under Item 1A. Risk Factors.  Readers should not place undue reliance on our forward-looking statements.  These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance.  Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the filing date of this Annual Report on Form 10-K.

Item 1. BUSINESS

EnSync, Inc. and its subsidiaries ("EnSync," "we," "us," "our," or the "Company") develop, license, and manufacture innovative energy management systems solutions serving the commercial and industrial ("C&I") and multi-tenant building, utility, and off-grid markets.  Incorporated in 1998, EnSync is headquartered in Menomonee Falls, Wisconsin, USA, with offices in Madison, Wisconsin, Petaluma, California, Honolulu, Hawaii, and Shanghai, China.  We regularly use the name EnSync Energy Systems for marketing and branding purposes.

EnSync develops and commercializes product and service solutions for the distributed energy generation market, including energy management systems, energy storage systems, applications, and internet of energy platforms that link distributed energy resources with the grid network.  These solutions are critical to the transition from a "coal-centric economy" to one reliant on renewable energy sources.  EnSync synchronizes conventional utility, distributed generation and storage assets to seamlessly ensure the least expensive and most reliable electricity available, thus enabling the future of energy networks.

EnSync systems directly connect wind and solar generation assets to the grid and other systems that can form various levels of micro-grids as well as power quality regulation solutions.  EnSync brings vital power control and energy storage solutions to problems caused by incorporation of increasingly pervasive renewable energy generating assets that are part of the grid power transmission and distribution network used in commercial, industrial, and multi-tenant buildings.  The Company also develops and commercializes energy management systems for off-grid applications such as island or remote power.

We recently began addressing our target markets through power purchase agreements ("PPAs") under which we agree to provide, and the customer agrees to purchase, electricity from us at a fixed rate for a 20-year period.  Under this structure we develop and supply a system that uses our and other companies' products and the customer receives the benefit of a low and fixed price for electricity without any upfront costs.  Because this business model requires significant capital outlays, we are developing a monetization strategy under which we either sell the PPA projects outright or we enter into sale-leaseback transactions.

Today there are generally three sources of electricity, particularly for behind-the-meter applications: conventional generation, generation from renewables, and energy storage.

On their own, each of these sources has limitations due to various factors such as cost, availability, resiliency and environmental impact.  In a model environment, these disparate sources work in a synchronized manner, all three continually prioritized and optimized to always deliver the least expensive and most reliable electricity.

However, the conventional approach of power electronics provides limited capability in terms of optimization, efficiency, scalability, and the ability to accommodate ever-changing and evolving applications and policies.  Further complicating the realization of the model environment is that a "one size fits all" approach to energy storage has been the norm, relying on single-storage technology for disparate applications, some of which need high power and some of which need high energy.  The perfect battery to perform the approximately 15 different applications does not exist, and forcing one type of storage technology to attempt a variety of both power and energy applications is limiting, unreliable and costly.

EnSync's energy management systems enable comprehensive functionality and provide for numerous applications that do away with limitations of conventional power electronics.  EnSync's energy management systems are being developed to provide:

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active energy synchronization for any or all DC and AC inputs and outputs;

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prioritization and optimization of all generating assets without system controllers and complex algorithms;

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management of every power and energy storage application and asset in simultaneous operation; and

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modular, scalable, efficient and "future proof" energy management as a 20-year asset.

Our energy storage system expertise enables us to design and deploy customized systems using whatever storage technology is most effective and economical for the specific needs of the customer and application, including applications where the optimum solution utilizes multiple storage technologies in a hybrid configuration.  EnSync has commercialized the Matrix™ Energy Management System, a system that makes it very easy to create hybrid energy storage systems by effectively "auto-segregating" power and energy applications, and pulling from the optimal battery technology to do the job.  By utilizing the proprietary EnSync "Auto-Sync" DC-Bus architecture, the Matrix accomplishes this without the complexity of a central control system; a highly complicated task accomplished simply and cost-effectively.

EnSync's portfolio of energy storage products includes ZnBr flow batteries, lithium ion batteries and aqueous batteries.  EnSync spends great effort to characterize each storage technology utilized in our systems for best economic performance as well as for safety and reliability.  We believe our expertise in delivering the optimum storage solutions for the set of applications being performed is a critical market differentiator.

These capabilities provide the opportunity to rethink how we source electricity and monetize distributed generation and storage assets.

Hybrid power and energy storage is the best way to optimize both power and energy applications, and an enabling energy management system distills all of the complexity to a simple means of generating or saving money behind the meter through a variant of applications, including supply response, time-of-use, frequency regulation and back-up power.

We believe our energy management solutions are a significant improvement over conventional, stick-built assets that cannot accommodate the dynamic evolution of rate structures, programs and capabilities.  We believe our solution will allow our customers to future-proof a building with an energy management system that is flexible and scalable by simply adding drawers to a cabinet, with each drawer designated as photovoltaics ("PV"), DC lighting, a diesel generator or storage, to list a few options.  "Hot swappable," drawer-based architecture similar to that of a rack mount server, should allow optimal uptime and reliability.

In some environments, such as remote micro grids, diesel generators could play the role of conventional generation.  All of the aforementioned synchronization capabilities apply in such a scenario as well, and allow the diesel generators to operate at their optimal efficiency by eliminating inefficient load following.  The system will operate the generators at optimal efficiency to charge the batteries, and then shut down the generators until possibly required again at some future point by simply running the generators only at optimal efficiency to charge the batteries.

EnSync is excited about the industry shift to comprehensive energy management for behind-the-meter applications.  We believe firmly that synchronization of disparate generating assets for the purpose of power and energy through state-of-the-art energy management systems is opening up numerous possibilities, as well as markets, for owners and operators of buildings, utilities, and micro grids.

Our goal at EnSync is to deliver the ability to lower the cost of electricity, create a more resilient grid infrastructure, prompt economic markets to leverage distributed assets and bring power to remote locales not served by traditional grid power.

Target Markets

EnSync's energy management systems, storage technologies and "internet of energy" products target a variety of applications in three primary markets: (1) Commercial & Industrial ("C&I") Buildings, Multi-tenant Structures and Communities; (2) Utility Grid Power Distribution; and (3) Microgrids.  We believe our solutions will enable utilities to reduce construction of under-utilized "peak" power generating plants and incorporate more renewable energy generating assets into the grid.  EnSync's ability to provide modular and configurable power control and storage solutions can be tailored to meet a variety of needs, whether it be shifting energy from low rate to high rate periods, or enabling complete grid independence.

Commercial & Industrial Buildings, Multi-Tenant Structures and Communities

EnSync offers a revolutionary energy synchronization system that we believe enables a dramatic reduction in the cost of electricity and increases the financial returns of distributed generation systems in the C&I and multi-tenant structures and communities markets.  Commercial and industrial buildings as well as multi-tenant structures have become a major opportunity for distributed generation assets to create "net zero" buildings, and provide utilities with sources of energy in critical peak or critical load situations.  We believe we are the only company today that can provide complete C&I and multi-tenant building energy storage and energy management systems that unlock opportunities to generate income today, as well as "future proof" the building for any additional applications and requirements that are realized throughout the life of the asset.  This includes energy management and hybrid energy storage systems.

For the C&I market, EnSync has introduced Matrix and Agile Hybrid systems engineered to:

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enable distributed intelligence and active control of inputs and outputs inside buildings;

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allow a building to be connected to others in a micro grid;

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provide seamless connectivity to the utility for smart export on demand and "Internet of Energy" capability; and

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create a net-zero building and deliver cash generation opportunities.

We recently began addressing the C&I and multi-tenant markets through power purchase agreements ("PPAs") under which we agree to provide, and the customer agrees to purchase, electricity from us at a fixed rate for a 20-year period.  Under this structure we develop and supply a system that uses our and other companies' products and the customer receives the benefit of a low and fixed price for electricity without any upfront costs.  Because this business model requires significant capital outlays, we are developing a monetization strategy under which we either sell the PPA projects outright to investors or we enter into sale-leaseback transactions.  We completed the sale of our first tranche of PPAs in the first quarter of fiscal 2017.

Utility Grid Power Distribution

Utilities are faced with providing cheaper, cleaner and more reliable power as consumers transition away from a coal-centric economy which requires increased use of renewables.  EnSync utility-scale energy storage systems are designed to improve power quality, smooth output from intermittent generating assets, help reduce emissions, defer transmission, distribution and substation upgrades, and reduce costs associated with traditional generating plants.

An integrated system that features zinc bromide flow battery technology can be partnered with Matrix power controls to provide for longer energy discharge applications prevalent in utility scale applications.  EnSync's lithium ion battery systems can be deployed in utility applications requiring very high power for shorter discharge durations.

EnSync's utility-scale flow batteries offer high energy density, are environmentally friendly, and are manufactured as 20-year assets.  Multiple container units can be modularly interconnected and configured with EnSync's inverter technology to deliver an end-to-end system for quick and simple installation.  EnSync's designs are easily transferable and portable with simple site permitting in places that can be constructed not always accessible by traditional generating sources.

Microgrids

Microgrids are localized grids that can disconnect from the traditional grid to operate autonomously and help mitigate grid disturbances to strengthen grid resilience, and can play an important role in transforming the nation's electric grid.

Remote microgrids, in locations where utility power is not available, often use a combination of renewables, diesel generators and storage for their electricity requirements.

Resiliency, independence, environmentally friendly and cost-effective operation are key requirements for today's microgrid environments, and we believe that EnSync is well-positioned to become the "go-to" microgrid enabling technology to deliver on these objectives. 

Our Products

These are disruptive times for the power industry, and the industry must adapt to meet the challenges of a grid built on old technology and inefficient transmission and distribution.  With an abundance of renewable energy generation being realized in various domestic and international locations, problems utilizing power from renewables persist because the grid network cannot effectively utilize the additional and inherently variable generation propensity of renewables.  The grid today simply is not designed to accommodate such influxes and its intrinsic variability.  Additionally, peak demand is often not realized during periods of maximum wind or sun, leading to a condition where overbuilding of heavily under-utilized generation capacity is required to meet the load during the highest usage periods of the day.  Energy storage systems that are capable of long discharge can shift significant amounts of energy from relatively lower demand to higher demand periods, reducing the need for build-out of low utilization "peak power" generation.

EnSync products are designed to address the increasingly overtaxed grid networks throughout the world by enabling variable power generation from renewable sources to be introduced in large amounts in an economical, clean and reliable manner, improving the quality of life for an energy hungry population.

EnSync products have also been instrumental in enabling breakthroughs in distributed energy and micro-grid deployment in grid interactive or completely off-grid applications.  From island power installations in the Pacific region to remote off-grid power for military use and diesel displacement for back-up power for buildings and facilities in Hawaii, EnSync's advanced energy storage and power control systems deliver highly effective solutions for a variety of needs.

Matrix™ Energy Management System

The Matrix Energy Management System is breakthrough technology as a "behind-the-meter" energy control system targeted specifically at the commercial, industrial and multi-tenant building markets.  Matrix utilizes EnSync's patented "Auto-Sync" DC-Bus Modular Controls that enable simple integration of all AC and DC system inputs, and automatically route the generated electricity in the most efficient and cost-effective manner, in or out of the building.  Matrix is modular and configurable, designed to meet the building owner's needs today, as well as providing a "future proof" solution for potential applications tomorrow.  Matrix enables complete distributed generation asset-to-utility communication for "smart export" and can be clustered in a secure network as a set of assets that enable real-time spot market electricity sales through EnSync's "internet of energy" platform.  Serviceability is simple with "hot swappable" drawers that can be replaced without taking the entire distributed generation system off line.  DC-DC, DC-AC, and AC-DC transformers and communications drawers are all configurable to the same universal architecture in either single or multiple Matrix cabinets.

The Matrix is a fully configurable UL certified system for the commercial and industrial markets as well as distributed assets in the Electrical Utility market.  As the Matrix is considered a "platform", it provides a roadmap for incorporation of features, functionality, capabilities and higher power ratings, whether created organically or from third parties.

Advanced Energy Storage Products

The Agile Hybrid Storage System is forward-looking technology that seamlessly combines a variety of storage units to meet a breadth of applications.  EnSync's Agile Hybrid Series is an energy storage system optimized specifically for high performance, safety, longevity and ability to deliver both power and energy for all available behind-the-meter applications in commercial, industrial, multi-tenant and resort buildings.

The Agile Hybrid Series features EnSync's flow battery which achieved third-party certification from a leading, globally-recognized test facility in China that validated the battery achieved performance at or beyond design and company specifications.  Along with our flow battery, the Agile Hybrid integrates complementary storage technology best suited for the balance of applications, which is often Lithium-ion batteries because it marries well with renewable firming and other short-discharge, high-power applications, or aqueous storage technology for very long discharge durations at relatively low loads.  Highlights of the Agile Hybrid Storage System include:

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Power and energy applications in one integrated platform:

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power applications - PV ramp, frequency regulation, power quality;

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energy applications - demand response, rate shifting, critical back-up power;

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Configurable for any building, any application requiring discharge time from seconds to greater than 8 hours;

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Controlled via a patented "Auto-Sync" DC-Bus;

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High power, frequent cycling applications served by best-in-class Li-ion chemistry;

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Li-ion is managed within its optimum operating range for extended life;

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Hybridized solution with the potential to unlock additional value streams;

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Long duration, deep discharge applications met with 4th generation zinc bromide flow chemistry;

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System optimized for high performance, safety and longevity;

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Modular and scalable to meet requirements for a wide variety of applications and locations; and

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Field proven ability to perform in diverse operating environments.

Large-Format Storage Batteries

EnSync provides large-format flow battery and lithium ion battery "super modules" that are modular in design.  These flow battery and lithium ion battery systems are in 20-foot shipping containers that can be configured for large C&I and micro-grid installations, or for utility installations requiring tens of megawatt hours of energy storage.  The self-contained lithium ion and flow battery "super modules" can also be integrated into large-scale hybrid storage systems.  These "super modules" can utilize EnSync's "internet of energy" control platform for seamless grid network integration.

Strategic Partners

We continue to utilize strategic partners to maximize our speed to market with solutions, augment our capabilities and expand our global presence.  EnSync has formalized and is executing on joint development and joint venture agreements in South Korea and China, and we will continue to evolve strategic relationships in geographic markets that offer rapid and substantial growth opportunities.  These strategic partners offer numerous benefits, such as market entry and penetration, low-cost manufacturing, financial consideration, technical complement, government relationships and integration as well as support services.

Our product licensing and development agreements with Lotte Chemical in South Korea have enabled us to fund development programs and significantly reduce our development cycle time.  Meineng Energy, our China joint venture, has enabled us to expand our supply chain and production in a low cost region, in addition to significantly increasing our post-prototype test and characterization capability.  Both partners have spread the EnSync brand to their respective regions.  Additionally, in July 2015 we entered into a strategic partnership with SPI Energy Co., Ltd. ("SPI").  In addition to receiving significant investment capital from SPI, we also entered into a Supply Agreement, which contemplates the sale of products and related services to SPI with an aggregated total of at least 40 megawatt of energy storage over the course of the next three years.  We have been anticipating that orders under the SPI Supply Agreement will comprise a very significant portion of our sales through at least fiscal 2019.

Competition

As discussed elsewhere in this Business section of this Annual Report on Form 10-K, we believe our technologies and products provide us with certain competitive advantages in the markets we serve.  However, even with these advantages, the market for renewable energy products and services is intensely competitive and continually impacted by evolving industry standards, rapid price changes and product obsolescence.  Our competitors include many domestic and foreign companies, most of which have substantially greater financial, marketing, personnel and other resources than we do.  Although we believe that the advantages described above and elsewhere in this Business section of this Annual Report on Form 10-K position us well to be competitive in our industry, as a small company, we are and will continue to be at a competitive disadvantage to most of our competitors, particularly for large utility contracts.

Intellectual Property

Our market position, in part, depends on our Intellectual Property ("IP") portfolio and our ability to obtain and maintain intellectual property protection for our products, processes, technology and know-how.  We seek to protect our IP by, among other methods, filing United States and foreign patent applications related to our proprietary technology, inventions and improvements that are important to the development and conduct of our business.  We also rely on trademarks, trade secrets, know-how and continuing technological innovation to evolve and secure our proprietary position.  When it is determined that a trade secret is the most prudent approach to IP protection,  we employ confidentiality agreements with our employees, customers, prospective customers, consultants, advisors, contractors or any other person or entity requiring knowledge of our IP for technology development or business development reasons.

We continue to have domestic and international patents issued on our power and energy control architecture known as the "Auto-Sync" modular DC-Bus, which is utilized in our Matrix Energy Management System and our new high power version of Matrix Energy Management System.  As an extension of the auto-sync DC-Bus IP, we have further developed and filed IP for hybridization of multiple types of energy storage in a single system.  Other system level IP has been developed and patents filed utilizing these concepts to retrofit existing PV systems with energy storage without impacting the existing equipment and/or operation, allowing a conversion from an uncontrollable to controllable PV power generation system.  Additionally, we continue to have multiple patents allowed and pending on power conversion control concepts domestically and internationally related to renewable energy optimization.

EnSync continues to view the "Internet of Energy" as a key developing market.  We have completed the design and development of the critical building blocks that can enable efficient and economic deployment and control of distributed generation and storage assets throughout the grid network, delivering high value to both utility as well as distributed generation asset owners.  EnSync's control expertise and ability to leverage third-party data will be an enabling capability for a future where spot market buying and selling of electricity between asset owners and the utility is realized by an individual site or an aggregation of multiple sites.  IP for this unique approach has been developed and patents have been filed.  This advancement now allows EnSync to be the "hub" through which electricity and communication between the generating assets and the utility passes.

Our battery technology team has made significant progress and continues to advance our research and development of flow battery technology in the area of cell design, advanced cell materials and advanced electrolyte chemistries.  This research has generated new IP resulting in several patent filings.  This is an area where know-how, in addition to IP, is critical.

EnSync's structured finance team has developed proprietary economic modeling capabilities to produce financial return scenarios and create the optimal structure for our Power Purchase Agreements business segment.  EnSync's advanced modeling factors load profiles and operating requirements, as well as all sources of electricity, including Distributed Energy Resources (DER) such as solar, batteries (single technology and power + energy hybrid) and diesel generators, in conjunction with available utility resources.

We have filed for multiple patents in areas of energy storage technology and applications and control technologies, both domestically and internationally.  Our filings are intended to further our differentiation, as our ability to control complex functions in simple and economical ways is unique.  Through the advanced development of our IP, our product and system solutions portfolio continues to expand.  Areas such as hybridization of multiple storage technologies, concurrent control of multiple applications without the requirement for complicated control schemes, communications and control with utility power and energy management by site and by aggregation of sites and modular energy storage upgrades "seamlessly" into existing PV systems are all breakthroughs for the commercial and industrial building market.  Additionally, our ongoing research in flow battery technology provides the foundation for the next generation of our flow battery products.

To date EnSync has more than 120 active patents allowed or pending domestically and internationally with more than 50 patent filings anticipated over the next year.

We use trademarks on some of our products and systems, and have added registration of current and roadmap products this year in the United States and internationally.

Advanced Engineering and Development

Our key advanced engineering initiatives and achievements are:

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Completion of Matrix ETL certification to standard UL1741 and IEEE1547.

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Completion of a fully integrated and modular Matrix includes PV DC/DC converters, battery DC/DC converters, DC/AC grid tie and off-grid inverters as a first of its kind.

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Completion of the EnerSection 125kVa grid-tie inverter certification to Hawaiian Electric utility standards.

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Completion of the Matrix grid-tie inverter certification to Hawaiian Electric utility standards.

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Completion of a high-efficiency DC/DC flow battery converter.

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Completion of high power conversion for large C&I and utility scale flow battery, Lotte 500kWh flow battery.

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Completion of 3rd party validation of Agile Hybrid, EnerSection, and Matrix products.

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Design and development of the Higher Power version of the Matrix Energy Management System for utility scale markets.

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Design and development of a higher power, hybridized zinc bromide/Li-ion/Matrix system incorporating PV and other renewable and advanced energy generation capability into a set of standardized modules which may be mixed and matched to meet the needs of specific applications.

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Design and development of EnSync's "internet of energy" control platform for seamless integration of distributed energy resources into the utility grid.

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Design and development of additional Matrix modules to enhance the Matrix portfolio.

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Design and development of advanced high-efficiency power converters.

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Research and development of advance flow battery materials and chemistries.

The goal of these initiatives is to deliver differentiated product and system solutions that enable the massive expansion of renewable energy generation and to provide optimal economic benefit to our customers.

Our advanced engineering and development expense and cost of engineering and development revenues totaled approximately $6.8 million and $6.7 million for the years ended June 30, 2016 and June 30, 2015, respectively.  We also had engineering and development revenues of approximately $369,000 and $771,000 for the years ended June 30, 2016 and June 30, 2015, respectively.

Employees

As of September 8, 2016, EnSync and its subsidiaries had a total of 78 full-time employees in the United States and China.  We expect staffing numbers to increase on an as-needed basis as our business grows in accordance with our business expansion plans.  None of our employees are represented by a labor union or are subject to collective-bargaining agreements.  We believe that our relationship with our employees is good.

Available Information

Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K that we may file or furnish to the SEC pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as well as any amendments to any of those reports are available free of charge on or through our website as soon as reasonably practicable after we file them with or furnish them to the SEC electronically.  Our website is located at www.ensync.com.  In addition, you may receive a copy of any of our reports free of charge by contacting our Investor Relations department at our corporate headquarters.

Item 1A.  RISK FACTORS

We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control.  This discussion highlights some of the risks which may affect future operating results.  These are the risks and uncertainties we believe are most important for you to consider.  We cannot be certain that we will successfully address these risks.  If we are unable to address these risks, our business may not grow, our stock price may suffer and we may be unable to stay in business.  Additional risks and uncertainties not presently known to us, which we currently deem immaterial or which are similar to those faced by other companies in our industry or business in general, may also impair our business operations.

We have incurred losses since our inception in 1998 and anticipate incurring continuing losses.

For the fiscal year ended June 30, 2016, we had revenues of $2,100,023.  During this period, we had a net loss of $17,876,058 after deducting the net loss attributable to the noncontrolling interest.  There can be no assurance that we will have income from operations or net income in the future.  As of June 30, 2016 we had an accumulated deficit of $120,550,108.  As discussed in our financial statements our significant operating losses and operating cash flow deficits raise doubt about our ability to continue as a going concern.  We anticipate that we will continue to incur losses and operating cash flow deficits until we are able to increase our revenues to a level at which we become profitable.  However, we cannot predict when we will operate profitably, if ever.  Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.

We may require a substantial amount of additional funds to finance our capital requirements and the growth of our business, and we may not be able to raise a sufficient amount of funds, or be able to do so on terms favorable to us and our stockholders, or at all.

We have incurred losses since our inception in 1998 and expect to continue to incur losses until we are able to significantly grow our revenues.  Accordingly we may need additional financing to remain in operation and to maintain and expand our business, and such financing may not be available on favorable terms, if at all.  In the event that we issue any additional equity securities, investors' interests in the Company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold.  Further, any such issuance may result in a change in control.

If we are unable to obtain the necessary funds on acceptable terms, we may not be able to:

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execute our growth plan;

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take advantage of future opportunities;

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respond to customers and competition; or

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remain in operation.

We may issue debt and/or senior equity securities in the future which would be senior to our common stock upon liquidation.  Upon liquidation, holders of our debt securities, senior equity securities and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our common stock.  As a result of the significant number of convertible preferred shares outstanding, our common stockholders may receive nothing in the case of a liquidation event.

Our stock price could be volatile and our trading volume may fluctuate substantially.

The price of our common stock has been and may in the future continue to be extremely volatile, with the sale price fluctuating from a low of $0.13 to a high of $30.00 since June 18, 2007, the first day our stock was traded on the NYSE MKT.  Many factors could have a significant impact on the future price of our common stock, including:

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the various risks and uncertainties discussed herein;

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general domestic and international economic conditions and other external factors;

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general market conditions; and

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the degree of trading liquidity in our common stock.

In addition, the stock market has from time to time experienced extreme price and volume fluctuations.  This volatility has had a significant effect on the market price of securities issued by many companies which may be unrelated to the operating performance of those particular companies.  These broad market fluctuations may adversely affect our share price, notwithstanding our operating results.

For the three-month period ended June 30, 2016, the daily trading volume for shares of our common stock ranged from 7,000 to 1,190,000 shares traded per day, and the average daily trading volume during such three-month period was 127,400 shares traded per day.  Accordingly, our investors who wish to dispose of their shares of common stock on any given trading day may not be able to do so or may be able to dispose of only a portion of their shares of common stock.

SPI Energy Co., Ltd. ("SPI") could sell or transfer a substantial number of shares of our common stock, which could depress the price of our securities or result in a change in control of the Company.

SPI currently holds 8,000,000 shares of our common stock and convertible preferred stock and a warrant that, assuming full conversion and exercise, would result in the ownership by SPI of an additional 92,000,600 shares of our common stock. Although SPI has entered into a share purchase agreement contemplating the sale to a purchaser (the "Purchaser") of its 8,000,000 shares of common stock and shares of preferred stock potentially convertible into approximately 17.0 million shares of common stock, after the completion of such sale SPI would continue to own securities potentially convertible and exercisable into a significant number of shares of our common stock.  Neither SPI nor the Purchaser have any contractual restrictions on its ability to sell or transfer our common stock on the open market, in privately negotiated transactions or otherwise, and these sales or transfers could create substantial declines in the price of our securities or, if these sales or transfers were made to a single buyer or group of buyers, could contribute to a transfer of control of the Company to a third party.  Additionally, the shares of our common stock owned by SPI are pledged by SPI as collateral under a loan agreement.  Sales by SPI (or its lender) of a substantial number of shares, or the expectation of such sales, could cause a significant reduction in the market price of our common stock.

Our industry is highly competitive and we may be unable to successfully compete.

We compete in the market for renewable energy products and services that is intensely competitive.  Evolving industry standards, rapid price changes and product obsolescence also impact the market.  Our competitors include many domestic and foreign companies, most of which have substantially greater financial, marketing, personnel and other resources than we do.  Our current competitors or new market entrants could introduce new or enhanced technologies, products or services with features that render our technologies, products or services obsolete, less competitive or less marketable.  Our success will be dependent upon our ability to develop products that are superior to existing products and products introduced in the future, and which are cost effective.  In addition, we may be required to continually enhance any products that are developed as well as introduce new products that keep pace with technological change and address the increasingly sophisticated needs of the marketplace.  Even if our current technologies prove to be commercially feasible, there is extensive research and development being conducted on alternative energy sources that may render our technologies and protocols obsolete or otherwise non-competitive.

There can be no assurance that we will be able to keep pace with the technological demands of the marketplace or successfully develop products that will succeed in the marketplace.  As a small company, we will be at a competitive disadvantage to most of our competitors, which include larger, established companies that have substantially greater financial, technical, manufacturing, marketing, distribution and other resources than us.  There can be no assurance that we will have the capital resources available to undertake the research that may be necessary to upgrade our equipment or develop new devices to meet the efficiencies of changing technologies.  Our inability to adapt to technological change could have a materially adverse effect on our results of operations.

Our ability to achieve significant revenue growth will be dependent on the successful commercialization of our new products, including our Matrix Energy Management System and Agile Hybrid Storage System.

We anticipate that a substantial majority of our revenue in fiscal year 2017 will come from new products, including our Matrix Energy Management System and Agile Hybrid Storage System.  If these new products do not meet with market acceptance, our business, financial condition and results of operations will be adversely affected.  A number of factors may affect the market acceptance of our new products, including, among others:

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the price of our products relative to other products either currently available or subsequently introduced;

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the perception by potential customers and strategic partners of the effectiveness of our products for their intended purposes;

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our ability to fund our manufacturing, sales and marketing efforts; and

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the effectiveness of our sales and marketing efforts.

Our products are and will be sold in new and rapidly evolving markets.  As such, we cannot accurately predict the extent to which demand for these products will increase, if at all.  We do not know whether our targeted customers will accept our technology or will purchase our products in sufficient quantities to allow our business to grow.  To succeed, demand for our products must increase significantly in existing markets, and there must be strong demand for products that we introduce in the future.  The commercial success of our new products is also dependent on the design and development of an efficient and cost effective means to integrate such products into existing electrical systems.

To achieve profitability, we will need to expand our sales, lower our costs and increase our margins, which we may not be able to do.

To achieve profitability we will need to expand our sales, lower our costs and increase our margins.  These efforts may fail due to unforeseen factors.  Our failure to lower our costs could make our products less competitive and harm our ability to grow our revenues.  Our inability to lower our costs and increase our margins could have a materially adverse effect on our results of operations.

If our products do not perform as planned, we could experience increased costs, lower margins and harm to our reputation.

We have developed a portfolio of new products.  We endeavor to monitor the effectiveness and performance of our products and services and implement procedures and programs in attempts to ensure such effectiveness.    However, the failure of our products to perform as planned could result in increased costs, lower margins, and harm to our reputation which could have a material adverse effect on our business and financial results.  For example, in the fourth quarter of fiscal 2014, we launched a product upgrade initiative for certain of our deployed ZBB EnerStore zinc bromide flow batteries and ZBB EnerSection power and energy control center.  We completed this initiative during the quarter ended March 31, 2016.

We need to continue to improve the performance of our products to meet future requirements and competitive pressures.

We need to continue to improve various aspects of our technology as we move forward with larger scale production and new applications of our products.  For example, through our collaboration with Lotte Chemical Corporation we have developed a 500kWh version of our zinc bromide flow battery.  Our products are complex and there can be no assurance our development efforts will be successful.  Future developments and competition may reveal additional technical issues that are not currently recognized as obstacles.  If we cannot continue to improve the performance of our products in a timely manner, we may be forced to redesign or delay large scale production or possibly abandon our product development efforts altogether.

We must build quality products to ensure acceptance of our products.

The market perception of our products and related acceptance of such products is highly dependent upon the quality and reliability of the products we build.  Any quality problems attributable to our product lines may substantially impair our revenue and operating results.  Moreover, quality problems for our product lines could cause us to delay or cease shipments of products or have to recall or field upgrade products, thus adversely affecting our ability to meet revenue or cost targets.  In addition, while we seek to limit our liability as a result of product failure or defects through warranty and other limitations, if one of our products fails, a customer could suffer a significant loss and seek to hold us responsible for that loss and our reputation with other current or potential customers would likely suffer.

To succeed, we will need to rapidly grow and we may not be successful in managing this rapid growth.

In order to successfully grow our revenues and become profitable as well as meet the requirements set forth in our Supply Agreement with SPI, we will need to grow rapidly.  If we fail to effectively manage this growth, our business could be adversely affected.  Rapid growth will place significant demands on our management, operational and financial infrastructure.  If we do not effectively manage our growth, we may fail to timely deliver products to our customers in sufficient volume or the quality of our products could suffer, which could negatively affect our operating results.  To effectively manage this growth, we will need to hire additional personnel, and we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures.  As we move forward in commercializing our new products, we will also need to effectively manage our manufacturing and marketing needs, which represent new areas of oversight for us.  These additional employees, systems enhancements and improvements will require significant capital expenditures and management resources.  Failure to successfully implement these improvements could hurt our ability to manage our growth and our financial position.

Our relationships with our strategic partners may not be successful, and we may not be successful in establishing additional partnerships, which could adversely affect our ability to commercialize our products and services.

An important element of our business strategy is to enter into strategic partnerships with partners who can assist us in achieving our business goals.  We are currently a party to several strategic partnership arrangements and any disruption in these collaborations could be detrimental to our business.  The most significant of these strategic partnerships is our partnership with SPI.  We expect to seek additional collaborators or strategic partners due to the expense, effort and expertise required to develop market and commercialize our products and our limited resources, but we may not be successful in our efforts to establish additional strategic partnerships and arrangements.  If our strategic partners do not satisfy their obligations to us, we are unable to meet our strategic partners' expectations and demands or we are unable to reach agreements with additional suitable strategic partners, we may fail to meet our business objectives for the commercialization of our products.  The terms of any additional strategic partnerships or other arrangements that we establish may not be favorable to us.  Our inability to successfully implement strategic partnerships and arrangements could adversely affect our business, financial condition and results of operations.

We expect that a significant portion of our future sales will be to a single customer; however, we have not yet made any sales to such potential customer.

On July 13, 2015, in connection with the closing of the transaction between the Company and SPI, we entered into a Supply Agreement with SPI pursuant to which SPI agreed to purchase and we agreed to provide SPI with Products and related Services (each as defined in the Supply Agreement) that have an aggregated total of at least 40 megawatt of energy storage rated power output prior to the 48-month anniversary of the date of the Supply Agreement.  The Supply Agreement contemplates the sale of at least (i) 5 megawatts of Products and Services within the first year, (ii) an additional 10 megawatts in the second year, (iii) an additional 10 megawatts in the third year, and (iv) an additional 15 megawatts in the fourth year.  While we are continually seeking to expand our customer base, we have been anticipating that orders under the Supply Agreement will comprise a significant portion of our sales through at least fiscal 2019.  To date, however, SPI has not made any such purchases under the Supply Agreement and there can be no assurance that SPI will fulfill its purchase obligations under the Supply Agreement.

We had planned on achieving a significant amount of revenues under the Supply Agreement, and SPI's continued failure to fulfill its purchase obligations under the Supply agreement will have an adverse impact on our business, financial condition and results of operations.  In addition, even if SPI begins to fulfill its purchase obligations under the Supply Agreement, our relationship with SPI would continue to expose us to numerous other risks, including: (i) a slowdown or delay in SPI's deployment of our products could significantly reduce demand for our products; (ii) current or future economic conditions could negatively affect SPI and cause them to significantly reduce operations, or file for bankruptcy; and (iii) concentration of accounts receivable credit risk, which could have a material adverse effect on our liquidity and financial condition if SPI declared bankruptcy or delayed payments due under the Supply Agreement.  Finally, if we are unable to meet our obligations to SPI under the Supply Agreement, SPI may terminate the agreement, which would have a material adverse impact on our business, financial condition and results of operations.

We depend on sole and limited source suppliers and outsource certain manufacturing activities, and shortages or delay of supplies of component parts may adversely affect our operating results until alternate sources can be developed.

Our operations are dependent on the ability of suppliers to deliver quality components, devices and subassemblies in time to meet critical manufacturing and distribution schedules.  We have transitioned a significant portion of our manufacturing operations to Meineng Energy, our China joint venture.  If we experience any constrained supply of any such component parts or difficulties with respect to Meineng Energy's manufacturing activities, such constraints and difficulties, if persistent, may adversely affect operating results until alternate sourcing can be developed.  There may be an increased risk of supplier constraints in periods where we are increasing production volume to meet customer demands.  Volatility in the prices of component parts, an inability to secure enough components at reasonable prices to build new products in a timely manner in the quantities and configurations demanded or, conversely, a temporary oversupply of these parts, could adversely affect our future operating results.

We purchase several component parts from sole source and limited source suppliers.  As a result of our current production volumes, we lack significant leverage with these and other suppliers especially when compared to some of our larger competitors.  If our suppliers receive excess demand for their products, we may receive a low priority for order fulfillment as large volume customers may receive priority that may result in delays in our acquiring components.  If we are delayed in acquiring components for our products, the manufacture and shipment of our products could be delayed.  Lead times for ordering materials and components vary significantly and depend on factors such as specific supplier requirements, contract terms, the extensive production time required and current market demand for such components.  Some of these delays may be substantial.  As a result, we sometimes purchase critical, long lead time or single sourced components in large quantities to help protect our ability to deliver finished products.  If we overestimate our component requirements, we may have excess inventory, which will increase our costs.  If we underestimate our component requirements, we will have inadequate inventory, which will delay our manufacturing and render us unable to deliver products to customers on scheduled delivery dates.  Manufacturing delays could negatively impact our ability to sell our products and could damage our customer relationships.

To assure the availability of our products to our customers, we outsource the manufacturing of selected components prior to the receipt of purchase orders from customers.  However, we do not recognize revenue for such products until we receive an order from a customer and the product is shipped.  As demand for our products may not materialize, this product delivery method subjects us to increased risks of high inventory carrying costs, obsolescence and excess, and may increase our operating costs.  In addition, we may from time to time make design changes to our products, which could lead to obsolescence of inventory.

We have no experience manufacturing our products on a large-scale basis and may be unable to do so at our manufacturing facilities.

To date, we have achieved only very limited production of our energy storage systems and have no experience manufacturing our products on a large-scale basis.  In connection with our strategic partnership with SPI, if SPI begins to purchase a significant amount of products and services pursuant to the Supply Agreement, we will have to increase our production of products significantly and rapidly.  We believe the current facilities at Meineng Energy, our OEM suppliers, and in Menomonee Falls, Wisconsin, are sufficient to allow us to significantly increase production of our products.  However, there can be no assurance that these current facilities, even if operating at full capacity, will be adequate to enable us to produce the energy storage systems in sufficient quantities to meet potential future orders, including orders we anticipate receiving under the Supply Agreement with SPI.  Our inability to manufacture a sufficient number of units on a timely basis would have a material adverse effect on our business prospects, strategic partner relationships, financial condition and results of operations.  In addition, even if we are able to meet production requirements, we may not be able to achieve margins that enable us to become profitable.

We are subject to risks relating to product concentration and lack of revenue diversification.

We derive a substantial portion of our revenue from a limited number of products.  These products are also an integral component of many of our other products.  We expect these products to continue to account for a large percentage of our revenues in the near term.  Continued market acceptance of these products is therefore critical to our future success.  Our future success will also depend on our ability to reduce our dependence on these few products by developing and introducing new products and product or feature enhancements in a timely manner.  Specifically, our ability to capture significant market share depends on our ability to develop and market extensions to our existing product lines at higher and lower power range offerings and as containerized solutions.  We are currently investing significant amounts in our products to broaden our product portfolio.  Even if we are able to develop and commercially introduce new products and enhancements, they may not achieve market acceptance and the revenue generated from these new products and enhancements may not offset the costs, which would substantially impair our revenue, profitability and overall financial prospects.  Successful product development and market acceptance of our existing and future products depend on a number of factors, including:

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changing requirements of customers;

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accurate prediction of market and technical requirements;

·

timely completion and introduction of new designs;

·

quality, price and performance of our products;

·

availability, quality, price and performance of competing products and technologies;

·

our customer service and support capabilities and responsiveness;

·

successful development of our relationships with existing and potential customers; and

·

changes in technology, industry standards or end-user preferences.

SPI has significant influence over key decision making and may ultimately acquire complete control of the Company.

On July 13, 2015, in connection with the closing of the transaction between the Company and SPI, we issued SPI 8,000,000 shares of our common stock and convertible preferred stock and a warrant that, assuming full conversion and exercise, would result in the ownership by SPI of an additional 92,000,600 shares of our common stock.  SPI's 8,000,000 common shares represent approximately 17% of the outstanding common stock of the Company and, as a result, it may have the ability to exert influence over the outcome of matters submitted to our shareholders for approval. Although SPI has entered into a share purchase agreement contemplating the sale to a purchaser (the "Purchaser") of its 8,000,000 shares of common stock and shares of preferred stock potentially convertible into approximately 17.0 million shares of common stock, after the completion of such sale SPI would continue to own securities potentially convertible and exercisable into a significant number of shares of our common stock. Additionally, the certificate designations, preferences, rights and limitations of SPI's convertible preferred stock allow it to vote on an as-converted basis on amendments to the Company's Articles of Incorporation and Bylaws.  Assuming the full conversion of SPI's convertible preferred stock and the full exercise of its warrant (and that no other shares of common stock are issued pursuant to the exercise or conversion of outstanding derivative securities or otherwise), it would own greater than a majority of our outstanding common stock and would have the ability to exert complete control of the Company.  As a shareholder, SPI is entitled to vote its shares in its own interest, which may not always be in the interests of our shareholders generally.

Additionally, the Company is party to a Governance Agreement with SPI (the "Governance Agreement").  Under the Governance Agreement, SPI is entitled to nominate one director to our board of directors for so long as SPI holds at least 10,000 convertible preferred shares or 25 million shares of common stock or common stock equivalents (the "Requisite Shares"). Even following SPI's contemplated sale of securities to the Purchaser SPI would continue to hold the Requisite Shares. Additionally, for so long as SPI holds the Requisite Shares (1) following the time at which the Series C-2 Preferred Stock shall have become convertible in full, SPI shall be entitled to nominate a total of two directors and (2) following the time at which the Series C-3 Preferred Stock shall have become convertible in full, SPI shall be entitled to nominate a total of three directors.  The more representation that SPI gets on our board of directors, the more it will be able to influence the direction of the Company.

The Governance Agreement also provides that for so long as SPI holds the Requisite Shares, we will not take certain actions without the affirmative vote of SPI, including the following: (a) change the number or manner of appointment of the directors on the board; (b) other than in the ordinary course of conducting the Company's business, cause the incurrence, issuance, assumption, guarantee or refinancing of any debt if the aggregate amount of such debt and all other outstanding debt of the Company exceeds $10 million; (c) cause the acquisition of an interest in any entity or the acquisition of a substantial portion of the assets or business of any entity or any division or line of business thereof or any other acquisition of material assets, in any such case where the consideration paid exceeds $2 million, or cause the Company to engage in certain other Fundamental Transactions (as defined in the certificate of designation of preferences, rights and limitations of the Series C Convertible Preferred Stock); (d) cause the entering into by the Company of any agreement, arrangement or transaction with an affiliate that calls for aggregate payments (other than payment of salary, bonus or reimbursement of reasonable expenses) in excess of $120,000; (e) cause the commitment to capital expenditures in excess of $7 million during any fiscal year; (f) cause the selection or replacement of our auditors; (g) enter into of any partnership, consortium, joint venture or other similar enterprise involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $5 million; (h) amend or otherwise change our Articles of Incorporation or by-laws or equivalent organizational documents of the Company or any subsidiary in any manner that materially and adversely affects any rights of SPI; or (i) grant, issue or sell any equity securities (with certain limited exceptions).  These veto rights provide SPI with significant influence over the Company's operations and strategy.  Even if we terminate the SPI Supply Agreement due to SPI's failure to fulfill its purchase obligations thereunder, SPI's rights under the Governance Agreement will continue.  SPI may choose to exert its influence in a manner that is not in the best interests of our general shareholders.

Our China joint venture could be adversely affected by the laws and regulations of the Chinese government, our lack of decision-making authority and disputes between us and the Joint Venture.

The China market has a large inherent need for advanced energy storage and power electronics and is likely to become the world's largest market for energy storage.  To take advantage of this opportunity, in November 2011, we established a joint venture to develop, produce, sell, distribute and service advanced storage batteries and power electronics in China (the "Joint Venture").  The Joint Venture also serves as an important supplier to the Company.

However, achieving the anticipated benefits of the Joint Venture is subject to a number of risks and uncertainties.

The Joint Venture has (1) an exclusive royalty-free license to manufacture and distribute our third generation ZBB EnerStore zinc bromide flow battery and any other zinc bromide flow battery product developed internally by us based on the V3 EnerStore, ranging from 50kWh – 500kWh module design, and ZBB EnerSection power and energy control center (up to 250KW) (the "Products") in mainland China in the power supply management industry and (2) a non-exclusive royalty-free license to manufacture and distribute the Products in Hong Kong and Taiwan in the power supply management industry.  Although the Joint Venture partners are contractually restricted from using our intellectual property outside of the Joint Venture, there is always a general risk associated with sharing intellectual property with third parties and the possibility that such information may be used and shared without our consent.  Moreover, China laws that protect intellectual property rights are not as developed and favorable to the owner of such rights as are U.S. laws.  If any of our intellectual property rights are used or shared without our approval in China, we may have difficulty in prosecuting our claim in an expeditious and effective manner.  Difficulties or delays in enforcing our intellectual property rights could have a material adverse effect on our business and prospects.

As a general matter, there are substantial uncertainties regarding the interpretation and application of China laws and regulations, including, but not limited to, the laws and regulations governing the anticipated business of the Joint Venture and the protection of intellectual property rights.  These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty.  The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors.  New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.  The unpredictability of the interpretation and application of existing and new China laws and regulations will pose additional challenges for us as we seek to develop and grow the Joint Venture's business in China.  Our failure to understand these laws or an unforeseen change in a law or the application thereof could have an adverse effect on the Joint Venture.

The success of the Joint Venture will depend in part on continued support of "new energy" initiatives by the government of China that includes requirements for products like ours.  Should the government change its policies in an unfavorable manner the anticipated demand for the Joint Venture's products in China may fail to materialize.

The Joint Venture may have economic, tax or other business interests or goals that are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives.  Disputes between us and the Joint Venture partners may result in litigation or arbitration that could be costly and divert the attention of our management and key personnel from focusing their time and effort on our day-to-day business.  In addition, we may, in certain circumstances, be liable for the actions of the Joint Venture.

The Joint Venture is a new business in China.  As with any new business, there will be many challenges facing the Joint Venture, including establishing successful manufacturing capabilities, developing a market for the Joint Venture's products, obtaining requisite governmental approvals and permits, implementation of an untested business plan, and securing adequate funding for working capital and growth.  Failure to overcome any of these or any other challenges facing the Joint Venture could result in its failure.

Business practices in Asia may entail greater risk and dependence upon the personal relationships of senior management than is common in North America, and therefore some of our agreements with other parties in China and South Korea could be difficult or impossible to enforce.

We are increasing our business activities in Asia.  The business culture in parts of Asia is, in some respects, different from the business cultures in Western countries.  Personal relationships among business principals of companies and business entities in Asia are very significant in their business cultures.  In some cases, because so much reliance is based upon personal relationships, written contracts among businesses in Asia may be less detailed and specific than is commonly accepted for similar written agreements in Western countries.  In some cases, material terms of an understanding are not contained in the written agreement but exist only as oral agreements.  In other cases, the terms of transactions which may involve material amounts of money are not documented at all.  In addition, in contrast to the Western business environment where a written agreement specifically defines the terms, rights and obligations of the parties in a legally-binding and enforceable manner, the parties to a written agreement in Asia may view that agreement more as a starting point for an ongoing business relationship which will evolve and undergo ongoing modification over time.  As a result, any contractual arrangements we enter into with a counterparty in Asia may be more difficult to review, understand and/or enforce.

Our success depends on our ability to retain our managerial personnel and to attract additional personnel.

Our success depends largely on our ability to attract and retain managerial personnel.  Competition for desirable personnel is intense, and there can be no assurance that we will be able to attract and retain the necessary staff.  The loss of members of managerial staff could have a material adverse effect on our future operations and on successful implementation of strategy and development of products for our target markets.  The failure to maintain management and to attract additional key personnel could materially adversely affect our business, financial condition and results of operations.

In the event that we are unable to attract, hire and retain other requisite personnel, contractors and subcontractors, we may experience delays in developing and commercializing our products and services.  Further, any increase in demand for specialty personnel, contractors and subcontractors may result in higher costs, which in turn may have an adverse effect on our business, financial condition and results of operations.

We market and sell, and plan to market and sell, our products in numerous international markets.  If we are unable to manage our international operations effectively, our business, financial condition and results of operations could be adversely affected.

We market and sell, and plan to market and sell, our products in a number of foreign countries, including China, Australia, South Africa, Canada, European Union countries, the United Kingdom, Italy, Chile, Brazil, India, Mexico as well as Puerto Rico, various Caribbean island nations and various southeast Asia countries, and we are therefore subject to risks associated with having international operations.  Risks inherent in international operations include, but are not limited to, the following:

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changes in general economic and political conditions in the countries in which we operate;

·

unexpected adverse changes in foreign laws or regulatory requirements, including those with respect to renewable energy, environmental protection, permitting, export duties and quotas;

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trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries;

·

fluctuations in exchange rates may affect demand for our products and may adversely affect our profitability;

·

difficulty of, and costs relating to compliance with, the different commercial and legal requirements of the overseas markets in which we offer and sell our products;

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inability to obtain, maintain or enforce intellectual property rights; and

·

difficulty in enforcing agreements in foreign legal systems.

Our business in foreign markets requires us to respond to rapid changes in market conditions in these countries.  Our overall success as a global business depends, in part, on our ability to succeed in differing legal, regulatory, economic, social and political conditions.  We may not be able to develop and implement policies and strategies that will be effective in each location where we do business, which in turn could adversely affect our business, financial condition and results of operations.

Our sales cycle is lengthy and variable, which makes it difficult for us to forecast revenue and other operating results.

The sales cycle for our products is lengthy, which makes it difficult for us to accurately forecast revenue in a given period, and may cause revenue and operating results to vary significantly from period to period.  Some potential customers for our products typically need to commit significant time and resources to evaluate the technology used in our products and their decision to purchase our products may be further limited by budgetary constraints and numerous layers of internal review and approval, which are beyond our control.  We spend substantial time and effort assisting potential customers in evaluating our products, including providing demonstrations and validation.  Even after initial approval by appropriate decision makers, the negotiation and documentation processes for the actual adoption of our products can be lengthy.  As a result of these factors, based on our experience to date, our sales cycle, the time from initial contact with a prospective customer to routine commercial utilization of our products, has varied and can sometimes be several months or longer, which has made it difficult for us to accurately project revenues and other operating results.  We expect that sales of power purchase agreements we enter into will also be uneven from quarter to quarter due to the need to group such agreements together for sales as well as other factors.  As a result, our financial results may fluctuate on a quarterly basis which may adversely affect the price of our common stock.

Our increased emphasis on larger and more complex system solutions and customer concentration may adversely affect our ability to accurately predict the timing of revenues and to meet short-term expectations of operating results.

Our increased emphasis on larger and more complex system solutions has increased the effort and time required by us to complete sales to customers.  Further, a larger portion of our quarterly revenue is derived from relatively few large transactions with relatively few customers.  Any delay in completing these large sales transactions or any reduction in the number of customers or large transactions, may result in significant adverse fluctuations in our quarterly revenue.  Further, we use anticipated revenues to establish our operating budgets and a large portion of our expenses, particularly rent and salaries are fixed in the short term.  As a result, any shortfall or delay in revenue could result in increased losses and would likely cause our operating results to be below public expectations.  The occurrence of any of these events would likely materially adversely affect our results of operations and likely cause the market price of our common stock to decline.

We recently entered into our first target markets through power purchase agreements ("PPAs"), which represents a new business for us.  We have very limited experience in the PPA business, which is very complex, and there can be no assurance that we will be able to successfully develop such business.

We recently began addressing our target markets through power purchase agreements ("PPAs") which represents a new business for us.  We plan to continue to develop the PPA portion of our business and given our limited experience and the complex nature of this business we may encounter difficulties in doing so.  When we enter into a PPA we agree to provide electricity to our customer at a fixed rate for a fixed period of time (typically 20 years).  To satisfy our obligations under the PPA we need to develop a system that includes power generation capability (typically PV), and an energy management system and may also include energy storage.  The development and construction of these systems can require long periods of time and substantial initial capital investments, and there are significant risks related to the development of such systems, including potential technical difficulties and regulatory difficulties, including obtaining necessary permits.  There can be no assurance that we will be able to overcome these risks as we develop our PPA business.  Additionally, the failure of any counterparty to perform its obligations under a PPA may adversely affect our business, financial condition and results of operations.

The PPA industry in highly competitive and we may not be able to compete successfully or grow our business.  It involves competition in areas of pricing, grid access and markets, and our inability to compete successfully in this new line of business may adversely affect our business, financial condition and results of operation.  If we cannot enter into PPAs on terms favorable to us, or at all, it would negatively impact our revenue and our decisions regarding the development of our PPA business.

In light of the long-term nature of PPAs and the significant capital requirements associated with them, we plan to sell them to third parties rather than hold them for their full terms.  We recently completed our first sale of a tranche of PPA projects in the first quarter of fiscal 2017.  The sale of PPAs is a complex endeavor that is impacted by a variety of factors including interest rates, the availability of tax and other incentives, the perceived reliability and bankability of the system and other market forces beyond our control.  Even if we are able to sell our PPAs, we may not be able to do so at attractive process and we may retain significant exposure following the sale due to our keeping an ownership interest or because we warranty the related system or otherwise retain maintenance responsibility.  Our inability to sell our PPAs on acceptable terms, or at all, could have a material adverse effect on our financial condition and results of operations.  We have very limited experience in the PPA business (having sold our first tranche of PPA projects in the first quarter of fiscal 2017), and there can be no assurance that we will be able to successfully develop such business.

We expect to rely on third-party suppliers and contractors when developing and constructing systems for our PPA business.

We expect to source the components of systems deployed in our PPA business from a wide selection of third-party suppliers and engage third-party contractors for the construction of the systems.  We expect to enter into contracts with our suppliers and contractors on a project-by-project basis rather than maintaining long-term contracts with our suppliers or contractors.  Therefore, we expect to be exposed to price fluctuations with respect to the components sourced from our suppliers and the construction services procured from our contractors.  Increases in the prices of system components, decreases in their availability, fluctuations in construction, labor and installation costs, or changes in the terms of our relationship with our suppliers and contractors may increase the cost of procuring equipment and engaging contractors and hence materially adversely affect our financial condition and results of operations.

Furthermore, the delivery of defective products or products or construction services by our suppliers or contractors which are otherwise not in compliance with contract specifications, or the late supply of products or construction services, may cause construction delays or solar power systems that fail to adhere to our quality and safety standards, which could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Businesses and consumers might not adopt alternative energy solutions as a means for obtaining their electricity and power needs, and therefore our revenues may not increase, and we may be unable to achieve and then sustain profitability.

On-site distributed power generation solutions, such as fuel cell, photovoltaic and wind turbine systems, which utilize our energy storage systems, provide an alternative means for obtaining electricity and are relatively new methods of obtaining electrical power that businesses may not adopt at levels sufficient to grow this part of our business.  Traditional electricity distribution is based on the regulated industry model whereby businesses and consumers obtain their electricity from a government regulated utility.  For alternative methods of distributed power to succeed, businesses and consumers must adopt new purchasing practices and must be willing to rely upon less traditional means of purchasing electricity.  We cannot assure you that businesses and consumers will choose to utilize on-site distributed power at levels sufficient to sustain our business in this area.  The development of a mass market for our products may be impacted by many factors which are out of our control, including:

·

market acceptance of fuel cell, photovoltaic and wind turbine systems that incorporate our products;

·

the cost competitiveness of these systems;

·

regulatory requirements; and

·

the emergence of newer, more competitive technologies and products.

If a mass market fails to develop or develops more slowly than we anticipate, our business, financial condition and results of operations could be materially adversely affected.

Our business depends in part on the regulatory treatment of third-party owned solar energy systems.

Retail sales of electricity by non-utilities, such as us, face regulatory hurdles in some states and jurisdictions, including states and jurisdictions that we intend to enter where the laws and regulatory policies have not historically embraced competition to the service provided by the incumbent, vertically integrated electric utility.  Some of the principal challenges pertain to whether non-customer owned systems qualify for the same levels of rebates or other non-tax incentives available for customer-owned solar energy systems, whether third-party owned systems are eligible at all for these incentives and whether third-party owned systems are eligible for net metering and the associated significant cost savings.  Furthermore, in some states and utility territories third parties are limited in the way that they may deliver solar to their customers.  In jurisdictions such as Arizona, Florida, Georgia, Kentucky, North Carolina and Utah and in Los Angeles, California, laws have been interpreted to prohibit the sale of electricity pursuant to our standard power purchase agreement, in some cases, leading residential solar energy system providers to use leases in lieu of power purchase agreements.  Changes in law, reductions in, eliminations of or additional application requirements for, these benefits could reduce demand for our systems, adversely impact our access to capital and could cause us to increase the price we charge our customers for energy.

The success of our business depends on our ability to develop and protect our intellectual property rights, which could be expensive.

Our ability to compete effectively will depend, in part, on our ability to protect our proprietary technologies, systems designs and manufacturing processes.  While we have attempted to safeguard and maintain our proprietary rights, there can be no assurance we have been or will be completely successful in doing so.  We rely on patents, trademarks, and policies and procedures related to confidentiality to protect our intellectual property.  However, most of our intellectual property is not covered by any patents or patent applications.  Moreover, there can be no assurance that any of our pending patent applications will issue or, in the case of patents issued or to be issued, that the claims allowed are or will be sufficient to protect our technology or processes.  Even if all of our patent applications are issued, our patents may be challenged or invalidated.  Patent applications filed in foreign countries may be subject to laws, rules and procedures that are substantially different from those of the United States, and any resulting foreign patents may be difficult and expensive to enforce.

While we take steps to protect our proprietary rights to the extent possible, there can be no assurance that third parties will not know, discover or develop independently equivalent proprietary information or techniques, that they will not gain access to our trade secrets or disclose our trade secrets to the public.  Therefore, we cannot guarantee that we can maintain and protect unpatented proprietary information and trade secrets.  If we fail to protect our intellectual property, our planned business could be adversely affected.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or obtain and use information that we regard as proprietary.  Unauthorized use of our proprietary technology could harm our business.  Litigation to protect our intellectual property and other rights related to our proprietary technology can be costly and time-consuming to prosecute, and there can be no assurance that we will have the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation action.

We may be subject to claims that we infringe the intellectual property rights of others, and unfavorable outcomes could harm our business.

Our future operations may be subject to claims, and potential litigation, arising from our alleged infringement of patents, trade secrets or copyrights owned by other third parties.  We intend to fully comply with the law in avoiding such infringements.  However, we may become subject to claims of infringement, including such claims or litigation initiated by existing, better-funded competitors.  We could also become involved in disputes regarding the ownership of intellectual property rights that relate to our technologies.  These disputes could arise out of collaboration relationships, strategic partnerships or other relationships.  Any such litigation could be expensive, take significant time, and could divert management's attention from other business concerns.  Our failure to prevail in any such legal proceedings, or even the mere occurrence of such legal proceedings, could substantially affect our ability to meet our expenses and continue operations.

We may engage in acquisitions that could disrupt our business, cause dilution to our stockholders and reduce our financial resources.

In the future, we may enter into transactions to acquire other businesses, products or technologies.  If we do identify suitable candidates, we may not be able to make such acquisitions on favorable terms or at all.  Any acquisitions we make may not strengthen our competitive position, and these transactions may be viewed negatively by customers or investors.  We may decide to incur debt in connection with an acquisition or issue our common stock or other securities to the stockholders of the acquired company, which would reduce the percentage ownership of our existing stockholders.  We could incur losses resulting from undiscovered liabilities of the acquired business that are not covered by the indemnification we may obtain from the seller.  In addition, we may not be able to successfully integrate the acquired personnel, technologies and operations into our existing business in an effective, timely and non-disruptive manner.  Acquisitions may also divert management from day-to-day responsibilities, increase our expenses and reduce our cash available for operations and other uses.  We cannot predict the number, timing or size of future acquisitions or the effect that any such transactions might have on our operating results.

We have never paid cash dividends and do not intend to do so.

We have never declared or paid cash dividends on our common stock.  We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends.  Payments of any cash dividends in the future will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our board of directors.  Additionally, so long as any shares of our preferred stock are outstanding, we are prohibited from paying dividends on our common stock.

Item 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

Item 2.  PROPERTIES

We believe that each of our facilities is adequate to support operations for its currently foreseeable level of operations.

Item 3. LEGAL PROCEEDINGS

We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business, financial condition or results of operations.  We may, however, be subject to various claims and legal actions arising from the ordinary course of business from time to time.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The common stock of the Company has historically traded on the NYSE MKT under the name ZBB Energy Corporation (Symbol: ZBB) since June 18, 2007.  As of August 17, 2015 the common stock of the Company is traded on the NYSE MKT under the name EnSync, Inc. (Symbol: ESNC).  The following table sets forth for the periods indicated the range of high and low reported sales price per share of our common stock as reported on NYSE MKT.

As of September 8, 2016, the Company had 766 holders of record of common stock.  These shareholders of record do not include non-registered stockholders whose shares are held in "nominee" or "street name."

We have not declared or paid cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future.

Item 6.  SELECTED FINANCIAL DATA

Not applicable.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

EnSync, Inc. and its subsidiaries ("EnSync," "we," "us," "our," or the "Company") develop, license, and manufacture innovative energy management systems solutions serving the commercial and industrial ("C&I") and multi-tenant building, utility, and off-grid markets.  Incorporated in 1998, EnSync is headquartered in Menomonee Falls, Wisconsin, USA with offices in Madison, Wisconsin, Petaluma, California, Honolulu, Hawaii, and Shanghai, China.  We regularly use the name EnSync Energy Systems for marketing and branding purposes.

EnSync develops and commercializes application solutions for advanced energy management systems critical to the transition from a "coal-centric economy" to one reliant on renewable energy sources.  EnSync synchronizes conventional utility, distributed generation and storage assets to seamlessly ensure the least expensive and most reliable electricity available, thus enabling the future of energy networks.  These advanced systems directly connect wind and solar equipment to the grid and other systems that can form various levels of micro-grids as well as power quality regulation solutions.  EnSync brings vital power control and energy storage solutions to problems caused by incorporation of increasingly pervasive renewable energy generating assets that are part of the grid power transmission and distribution network used in commercial, industrial, and multi-tenant buildings.  The Company also develops and commercializes energy management systems for off-grid applications such as island or remote power.

We recently began addressing our target markets through power purchase agreements ("PPAs") under which we agree to provide, and the customer agrees to purchase, electricity from us at a fixed rate for a 20-year period.  Under this structure we develop and supply a system that uses our and other companies' products and the customer receives the benefit of a low and fixed price for electricity without any upfront costs.  Because this business model requires significant capital outlays, we are developing a monetization strategy under which we either sell the PPA projects outright or enter into sale-leaseback transactions.

The consolidated financial statements include the accounts of the Company and those of its wholly-owned subsidiaries ZBB Energy Pty Ltd. (formerly known as ZBB Technologies, Ltd.), various PPA project subsidiaries, its eighty-five percent owned subsidiary Holu Energy LLC, and its sixty percent owned subsidiary ZBB PowerSav Holdings Limited located in Hong Kong which was formed in connection with the Company's investment in a China joint venture.

SPI Energy Co., Ltd.

In July 2015, we entered into a Securities Purchase Agreement (the "Purchase Agreement") with SPI Energy Co., Ltd. ("SPI"), (formerly known as Solar Power, Inc.), pursuant to which we sold to SPI for an aggregate purchase price of $33,390,000 a total of (i) 8,000,000 shares of common stock (the "Purchased Common Shares") and (ii) 28,048 shares of Series C Convertible Preferred Stock (the "Purchased Preferred Shares") which are convertible, subject to the completion of projects under our supply agreement with SPI (as described below), into a total of up to 42,000,600 shares of Common Stock.  The aggregate purchase price for the Purchased Common Shares was based on a purchase price per share of $0.6678.  The aggregate purchase price for the Purchased Preferred Shares was determined based on a price of $0.6678 per common share equivalent.  Pursuant to the purchase agreement, SPI was also issued a warrant to purchase 50,000,000 shares of Common Stock for an aggregate purchase price of $36,729,000 (the "Warrant").

The cash received by the Company in excess of the fair value of the Purchased Common Shares and the nonconvertible attribute of the Purchased Preferred Shares was recorded as deferred revenue of $13,290,000.  This amount was allocated to the Supply Agreement under which the Company expects to perform in the future.  The deferred revenue will be recognized as revenue as sales occur under the Supply Agreement.

The Company also entered into a supply agreement with SPI pursuant to which we agreed to sell and SPI agreed to purchase certain products and services offered by us from time to time, including certain energy management system solutions for solar projects (the "Supply Agreement").  The Supply Agreement contemplates the sale of at least (i) 5 megawatts of Products and Services within the first year, (ii) an additional 10 megawatts in the second year, (iii) an additional 10 megawatts in the third year, and (iv) an additional 15 megawatts in the fourth year.  To date, however, SPI has not made any such purchases under the Supply Agreement and there can be no assurance that SPI will fulfill its purchase obligations under the Supply Agreement.

The Purchased Preferred Shares were sold for $1,000 per share and are convertible at a conversion price of $0.6678 per share provided that (A) the first one-fourth (the "Series C-1 Preferred Stock") of the Purchased Preferred Shares only become convertible upon the completion of five megawatts worth of solar projects in accordance with the Supply Agreement (the "Projects"), (B) the second one-fourth (the "Series C-2 Preferred Stock") only become convertible upon the completion of 15 megawatts worth of Projects, (C) the third one-fourth (the "Series C-3 Preferred Stock") only become convertible upon the completion of 25 megawatts worth of Projects, and (D) the last one-fourth (the "Series C-4 Preferred Stock") only become convertible upon the completion of 40 megawatts worth of Projects.  The Warrant represents the right to acquire 50,000,000 shares of Common Stock at an exercise price equal to $0.7346.  The Warrant only becomes exercisable upon the completion of 40 megawatts worth of Projects.  As of June 30, 2016, no purchases had been made under the Supply Agreement, and therefore, the Purchase Preferred Shares were not convertible and the Warrant was not exercisable.

We also entered into a governance agreement with SPI (the "Governance Agreement") pursuant to which SPI is entitled to nominate one director to our board of directors for so long as SPI holds at least 10,000 Purchased Preferred Shares or 25 million shares of Common Stock or Common Stock equivalents (the "Requisite Shares").  Additionally, for so long as SPI holds the Requisite Shares (1) following the time at which the Series C-2 Preferred Stock shall have become convertible in full, SPI shall be entitled to nominate a total of two additional Directors to the Board and (2) following the time at which the Series C-3 Preferred Stock shall have become convertible in full, SPI shall be entitled to nominate a total of three directors.

On August 30, 2016, SPI entered into a share purchase agreement (the "Share Purchase Agreement") with Melodious Investments Company Limited ("Melodious") pursuant to which it is contemplated that SPI will sell to Melodious all of the Purchased Common Shares, all 7,012 outstanding shares of Series C-1 Preferred Stock and 4,341 shares of Series C-2 Preferred Stock for a total purchase price of $17.0 million (which is equal to the price SPI paid for such securities).  The Share Purchase Agreement provides that one-half of the purchase price shall be paid at closing and the other one-half shall be paid no later than six months following the closing and further provides that if the purchased shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock are not converted into shares of common stock within six months following the closing date, Melodious will have the right to require SPI to repurchase such shares for a price equal to approximately 102% of the price paid by Melodious for such shares (plus 10% interest accrued from the closing date).  To our knowledge the closing of the sale of securities contemplated by the Share Purchase Agreement has not yet occurred.  Following the sale of such securities SPI would continue to hold the Requisite Shares as a result of which the Governance Agreement will remain in effect.

Holu Energy LLC

On August 17, 2015, our eighty-five percent owned subsidiary, Holu Energy LLC ("Holu"), entered into an Asset Purchase Agreement under which Holu acquired substantially all of the assets of Tian Shan Renewable Energy LLC, a Honolulu-based energy systems project development company.  Holu is focused on the development of renewable energy projects in the Hawaii and greater Pacific markets for commercial, industrial, utility and nonprofit entities, generally via power purchase agreements under which the customer agrees to purchase electricity at a fixed rate for a 20-year period.

China Joint Venture

Anhui Meineng Store Energy Co., Ltd. ("Meineng Energy") was established in late 2011 to develop, produce, sell, distribute and service advanced storage batteries and power electronics in China.  Meineng Energy assembles and manufactures certain of the Company's products for sale in the power management industry on an exclusive basis in mainland China and on a non-exclusive basis in Hong Kong and Taiwan.

Our investment in Meineng Energy was made through ZBB PowerSav Holdings Limited ("Holdco"), a limited liability Hong Kong holding company, formed with PowerSav New Energy Holdings Limited.  We own 60% of Holdco's equity interests.  We have the right to appoint a majority of the members of the Board of Directors of Holdco and Holdco has the right to appoint a majority of the members of the Board of Directors of Meineng Energy.  Our indirect interest in Meineng is approximately 30%.

Meineng Energy manufactures certain products for EnSync pursuant to a supply agreement under which we pay Meineng Energy 120% of its direct costs incurred in manufacturing such products.

Bradley L. Hansen, our President and Chief Executive Officer, has served as the Chief Executive Officer of Meineng Energy since December 2011.  Mr. Hansen owns an indirect 6% equity interest in Meineng Energy.

Pursuant to a management services agreement, Holdco will provide certain management services to Meineng Energy in exchange for a management services fee equal to five percent of Meineng Energy's net sales for the subsequent three years, provided the payment of such fees will terminate upon Meineng Energy completing an initial public offering on a nationally recognized securities exchange.  To date, no management service fee revenues have been recognized by Holdco.

Lotte Chemical Corporation

In April 2011, we entered into a Collaboration Agreement (the "Collaboration Agreement") with Lotte Chemical Corporation ("Lotte"), pursuant to which we collaborated with Lotte on the technical development of our third generation zinc bromide flow battery module (the "Version 3 Battery Module").  Lotte received a fully paid-up, exclusive and royalty-free license to sell and manufacture the Version 3 Battery Module in South Korea and a non-exclusive royalty-bearing license to sell the Version 3 Battery Module in Japan, Thailand, Taiwan, Malaysia, Vietnam and Singapore.

In December 2013, we entered into a Research and Development Agreement (the "R&D Agreement") with Lotte pursuant to which we agreed to develop and provide to Lotte a 500kWh zinc bromide flow battery system, including a zinc bromide chemical flow battery module and related software (the "Product"), on the terms and conditions set forth in the R&D Agreement (the "Lotte Project").  Subject to the satisfaction of certain specified milestones, Lotte is required to make payments to us under the R&D Agreement totaling $3,000,000 over the term of the Lotte Project.

Additionally, in December 2013, we entered into an Amended License Agreement with Lotte (the "Amended License Agreement").  Pursuant to the Amended License Agreement, we granted to Lotte, (1) an exclusive and royalty-free limited license in South Korea to use the Company's zinc bromide flow battery module, zinc bromide flow battery stack and the technical information and know how related to the intellectual property arising from the Lotte Project (collectively, the "Technology") to manufacture or sell a zinc bromide flow battery (the "Lotte Product") in South Korea and (2) a non-exclusive (a) royalty-free limited license for Lotte and its affiliates to use the Technology internally in all locations other than China and South Korea to manufacture the Lotte Product and (b) royalty-bearing limited license to sell the Lotte Product in all locations other than China, the United States and South Korea. Lotte is required to pay us a total license fee of $3,000,000 under the Amended License Agreement plus up to an additional $1,000,000 if certain specific milestones are successfully achieved.  In addition, Lotte is required to make ongoing royalty payments to the Company equal to a single digit percentage of Lotte's sales of the Lotte Product outside of South Korea until December 31, 2019.  The original license fees were subject to a 16.5% non-refundable Korea withholding tax.

NEW ACCOUNTING PRONOUNCEMENTS

In the third quarter of fiscal year 2016, the Company elected to early adopt ASU 2016-02 – Leases (Topic 842).  Application of ASU 2016-02 requires companies to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach.  The modified retrospective approach includes a number of optional practical expedients and use of hindsight, which the Company has elected to apply.  The practical expedients allow the Company to continue to account for leases that commence before the effective date in accordance with previous generally accepted accounting principles in the United States ("US GAAP"), except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments.  The Company has recognized a "Right of use asset-operating leases" in the amount of $27,264 and $85,656 and the related liability in "Accrued expenses" as of June 30, 2016 and June 30, 2015, respectively, in the consolidated balance sheets.  There was no impact on the Company's consolidated statements of operations, comprehensive income, equity, or cash flows.

Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of other recently issued accounting pronouncements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements conforms to accounting principles generally accepted in the United States of America ("US GAAP"), which requires management, in applying our accounting policies, to make estimates and assumptions that have an important impact on our reported amounts of assets, liabilities, revenue, expenses and related disclosures at the date of our financial statements.  On an on-going basis, management evaluates its estimates including those related to revenue recognition, inventory valuations, warranty obligations, and income taxes.  Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from management's estimates.

CRITICAL ACCOUNTING ESTIMATES

Revenue Recognition

Application of the accounting principles related to the measurement and recognition of revenue requires the Company to make judgments and estimates.  Even for the same product, the Company has to interpret contract terms to determine the appropriate accounting treatments.  When services, installation and training, etc. are rendered with product sales, the Company determines whether the deliverables should be treated as separate units of accounting.  When there are multiple transactions with the same customer, significant judgments are made to determine whether separate contracts are considered as part of one arrangement according to the contract's terms and conditions.  When the installed equipment is accepted by the customer in different periods, the Company determines whether the completed project is able to be used by the customer, whether the receivable is collectible and whether revenue is recognized in stages.

Revenue recognition is also impacted by various factors, including the credit-worthiness of the customer.  Estimates of these factors are evaluated periodically to assess the adequacy of the estimates.  If the estimates were changed, revenue would be impacted.

Excess and Obsolete Inventory

The Company determines inventory write-downs of excess and obsolete inventories based on historical usage.  The write-down is measured as the difference between the cost of the inventory and market based upon assumptions about usage.

We believe our accounting estimate related to excess and obsolete inventory is a critical accounting estimate because it requires us to make assumptions about usage, which can be highly uncertain.  Changes in these estimates can have a material effect on our financial statements.

Accrued Expenses

Accrued expenses consist of the Company's present obligations related to various expenses incurred during the period and includes a reserve for estimated contract losses, other accrued expenses, and warranty obligations.  Included in accrued expenses as of June 30, 2015 was a reserve of approximately $685,000 for a product upgrade initiative established in the fourth quarter of fiscal 2014.  The product upgrade initiative was completed during the year ended June 30, 2016 and the unused reserve of $186,000 was reversed during the year.

Subsequent to commercialization, installation and commissioning of units in the field, the Company garnered meaningful insights that resulted in system design modifications and other general upgrades, which improved the performance, efficiency, and reliability of its systems.  In the interest of enhancing customer satisfaction, the Company launched the product upgrade initiative to implement these improvements at certain locations of its installed base.

Warranty Provision

The Company's products are generally covered by a warranty for 12 or 18 months.  The Company accrues for warranty costs as part of costs of sales based on associated material costs, technical labor costs, and associated overheads at the time revenue is recognized.

If the Company experiences an increase in warranty claims compared with historical experience, or if the cost of servicing warranty claims is greater than expected, the Company's gross margin could be adversely affected.

Stock Based Compensation

The Company's Board of Directors approves grants of stock options to employees to purchase our common stock.  Stock compensation expense is recorded based upon the estimated fair value of the stock option at the date of grant.  The accounting estimate related to stock-based compensation is considered a critical accounting estimate because estimates are made in calculating compensation expense including stock price, expected option lives, forfeiture rates and expected volatility.  Expected option lives and forfeiture rates may be different from estimates and may result in potential future adjustments, which would impact the amount of stock-based compensation expense recorded in a particular period.

Accounting for the Securities Purchase Agreement and Supply Agreement with SPI

As discussed in Note 2 of the consolidated financial statements, the Company entered into several agreements with SPI on July 13, 2015, including the Securities Purchase Agreement and the Supply Agreement.  Determining the appropriate accounting for the arrangement required the Company to take into account the interrelated nature of the agreements and the terms of the securities issued.

As the Series C Preferred Stock issued to SPI becomes convertible and the Warrant issued to SPI becomes exercisable only if SPI makes certain purchases from the Company, the Company concluded that the guidance in FASB ASC Topic 605-50, "Revenue Recognition – Customer Payments and Incentives" requires that the fair value of the conversion option on the Series C Preferred Stock and the Warrant must be reflected as a sales incentive, and presented as a reduction of revenue and increase to additional paid in capital when that value is recognized in the  consolidated statement of operations.  The sales incentive will be recognized as SPI makes purchases that progress toward the vesting of each tranche of the conversion option of the Series C Preferred Stock and the Warrant, so long as the Company believes that it is probable SPI will make sufficient purchases to cause the applicable tranche of the Series C Preferred Stock to become convertible or the Warrant to vest.  As of June 30, 2016, no purchases under the Supply Agreement had occurred and therefore no sales incentive had been recognized.  Once such purchases occur, the Company will utilize all available information, including forecasts, in assessing whether each tranche of the Series C Preferred Stock is probable of becoming convertible and the Warrant is probable of vesting.

Any amount that is recognized as a sales incentive will be determined based upon the fair value of the convertibility provision on the applicable tranche of Series C Preferred Stock and/or the Warrant during the period in which sales to SPI occur.  Because SPI does not face a penalty for not making purchases under the Supply Agreement beyond the convertibility of the Series C Preferred Stock and the loss in value of the Warrant, the provisions of FASB ASC Topic 505-50, "Equity – Equity-Based Payments to Non-Employees" require that the sales incentive be measured based upon the fair value of the conversion provisions at the time they become exercisable and the Warrant at its vesting date and the value.  The Company will therefore be required to update its estimates of the fair value of these items each period until SPI has purchased 40 megawatts of Projects under the Supply Agreement, at which point all tranches of the Series C Preferred Stock will be convertible and the Warrant will vest.  As there are no observable prices for conversion provisions or the Warrant, the fair value estimates need to be determined using option pricing or other valuation techniques.  See Note 2 to the consolidated financial statements for further information about the measurement of fair value of these instruments as of June 30, 2016.

RESULTS OF OPERATIONS

Year ended June 30, 2016 compared with the year ended June 30, 2015

Revenue:

Our revenues for the years ended June 30, 2016 and June 30, 2015 were $2,100,023 and $1,763,510, respectively.  The increase of $336,513 in the year ended June 30, 2016 was the result of a $738,689 increase in product sales offset by a $402,176 decrease in engineering and development revenue as compared to the year ended June 30, 2015.  We expect our sales of PPAs to substantially increase revenues in fiscal 2017.

Costs and Expenses:

Total costs and expenses for the years ended June 30, 2016 and June 30, 2015 were $20,114,696 and $15,320,685, respectively.  This increase of $4,794,011 in the year ended June 30, 2016 was due to the following factors:

·

$2,644,614 increase in costs of product sales principally due to a $1.9 million charge for an impairment recognized on our PPA projects in process.  The remaining increase in cost of product sales is a result of additional product sales compared to prior year;

·

On July 27, 2016, we sold PPA systems to AEP Onsite Site Partners for proceeds of $7,526,500, which resulted in the impairment charge of $1.9 million at June 30, 2016.  During Q1 of fiscal 2017, the Company will recognize $7,103,862 of revenues from the sale of the PPA systems and $422,638 will be deferred and recognized over the warranty term.  The impairment was a result of the initial costs incurred for creating and developing the Hawaii solar and storage PPA markets for commercial and industrial buildings.  These costs included non-recurring expenditures for Engineering, Procurement, and Construction ("EPC") firm cost subsequently corrected by contracting via EnSync's request for proposal ("RFP") process, pre-volume production runs for equipment supplied by EnSync and its affiliates, system redesign and reconfiguration at University of the Nations associated with utility curtailment requirement specification changes, and other miscellaneous costs for UL approval, Hawaii inverter requirement compliance, product bankability reports, and production release of a software and control platform.

·

$316,010 increase in costs of engineering and development due to timing of costs incurred under the Lotte R&D Agreement for the year ended June 30, 2016 compared to the year ended June 30, 2015;

·

$186,108 decrease in advanced engineering and development expenses as a result of decreased expenditures for wages and benefits;

·

$1,891,953 increase in selling, general, and administrative expenses due to $1,300,000 of additional expenses related to wages and benefits resulting from increased headcount, $652,000 of expenses incurred by Holu Energy during the current period primarily for wages and benefits, and $125,000 of severance expense incurred in connection with the termination of employment with the former CEO, partially offset by the $186,000 reversal of the unused reserve for the system upgrade initiative and a $180,000 decrease in expenditures for consultants; and

·

$127,542 increase in depreciation and amortization expense as a result of additional depreciation expense recognized on new fixed assets capitalized during fiscal year 2016 as well as $93,029 of customer intangible asset amortization expense.

Other Income (Expense):

Total other income (expense) for the year ended June 30, 2016 decreased by $907,399 to a loss of $248,289 from income of $659,110 for the year ended June 30, 2015 primarily as a result of the $1,257,407 non-recurring gain on investment in investee company resulting from a third-party capital investment transaction with the investee company offset by the $495,119 equity in loss of investee company in prior year compared to the $242,902 equity in loss of investee company.

On August 12, 2014, Meineng Energy received a cash investment of 20,000,000 RMB (about $3.2 million) from a third party for a post-closing valuation of $42 million.  During the year ended June 30, 2015, we recognized a $1,257,407 gain on the carrying value of our investment in Meineng Energy.  $481,870 of this gain is attributable to the noncontrolling interest, which provided a net gain of $775,537 to the Company.

Income Taxes (Benefit):

The benefit for income taxes during the year ended June 30, 2016 decreased by $85,987 to $468 from $86,455 for the year ended June 30, 2015.  The current year benefit relates primarily to a refund received from the government of Australia related to a refundable tax credit for qualified research and development expenditures we incurred during the fiscal year ended June 30, 2014.

Net Loss:

Our net loss for the year ended June 30, 2016 increased by $4,990,250 to $17,876,058 from the $12,885,808 net loss for the year ended June 30, 2015.  This increase in loss was primarily from the $1.9 million impairment loss discussed above, increased costs and expenditures incurred during the year ended June 30, 2016 as well as the $1,257,407 gain on investment in investee company recognized during the year ended June 30, 2015.

Liquidity and Capital Resources

Since our inception, our research, advanced engineering and development, and operations have been primarily financed through debt and equity financings, and engineering, government and other research and development contracts.  Total capital stock and paid in capital as of June 30, 2016 was $138,771,379 compared with June 30, 2015 total capital stock and paid in capital of $118,204,570.  We had a cumulative deficit of $120,550,108 as of June 30, 2016 compared to a cumulative deficit of $102,674,049 as of June 30, 2015.  At June 30, 2016 we had net working capital of $25,519,210 compared to June 30, 2015 net working capital of $9,266,635.  Our shareholders' equity as of June 30, 2016 and June 30, 2015, exclusive of noncontrolling interests, was $16,635,688 and $13,941,035, respectively.

On September 26, 2013, the Company entered into a Securities Purchase Agreement with certain investors providing for the sale of 3,000 shares of Series B Convertible Preferred Stock (the "Preferred Stock").  Shares of Preferred Stock were sold for $1,000 per share (the "Stated Value") and accrue dividends on the Stated Value at an annual rate of 10%.  At June 30, 2016 the Preferred Stock was convertible into a total of 3,176,631 shares of common stock of the Company ("Common Stock") at a conversion price equal to $0.95.  Upon any liquidation, dissolution or winding up of the Company, holders of Preferred Stock are entitled to receive out of the assets of the Company an amount equal to two times the Stated Value, plus any accrued and unpaid dividends thereon.  The net proceeds to the Company, after deducting $96,967 of offering costs, were $2,909,873.  At June 30, 2016 the liquidation preference of the Preferred Stock was $5,317,800.

On August 27, 2014, we completed an underwritten public offering of our common stock at a price to the public of $1.12 per share.  We sold a total of 13,248,000 shares of our common stock in the offering for aggregate proceeds of approximately $14.8 million.  We received approximately $13.7 million of net proceeds from the offering, after deducting the underwriting discount and expenses.

On July 13, 2015, we entered into a Securities Purchase Agreement (the "Purchase Agreement") with SPI Energy Co., Ltd. ("SPI"), (formerly known as Solar Power, Inc.), pursuant to which we sold to SPI for an aggregate purchase price of $33,390,000 a total of (i) 8,000,000 shares (the "Purchased Common Shares") of Common Stock and (ii) 28,048 shares (the "Purchased Preferred Shares") of Series C Convertible Preferred Stock.  The aggregate purchase price for the Purchased Common Shares was based on a purchase price per share of $0.6678 and the aggregate purchase price for the Purchased Preferred Shares was determined based on a price of $0.6678 per common share equivalent.  Pursuant to the Purchase Agreement, SPI was also issued a warrant to purchase 50,000,000 shares of Common Stock for an aggregate purchase price of $36,729,000 (the "Warrant").

At June 30, 2016, our principal sources of liquidity were our cash and cash equivalents which totaled $17,189,089 and accounts receivable of $172,633.

We believe that cash and cash equivalents on hand and other potential sources of cash will be sufficient to fund our current operations through the first quarter of fiscal year 2018  However, unless we are able to increase our revenues and achieve profitability we will likely require additional investment capital thereafter to fund our operations.

If we are unable to obtain additional required funding, we may not be able to:

·

remain in operation;

·

execute our growth plan;

·

take advantage of future opportunities; or

·

respond to customers and competition.

Operating Activities

Our operating activities used net cash of $12,885,467 for the year ended June 30, 2016.  Cash used by operations resulted from a net loss of $18,262,494, which was decreased by $4,168,174 in non-cash adjustments and by $1,208,853 in net changes to working capital.  Non-cash adjustments included $679,303 of depreciation expense, $93,029 of amortization expense, $1,274,616 of stock compensation expense, $1,890,357 of an impairment of PPA project assets, $242,902 of equity in loss of investee company, partially offset by $12,033 of interest accreted on the note receivable.  Net increases in working capital were primarily from increases in accrued compensation and benefits of $21,736 and deferred revenue of $13,290,000, offset by increases in accounts receivable of $59,540, inventories of $671,825, prepaids and other current assets of $154,470, deferred PPA project costs of $7,580,402, deferred customer project costs of $419,765, project assets of $1,003,631, decreases in accounts payable of $487,518, accrued expenses of $749,667 and customer deposits of $975,803.

Investing Activities

Our investing activities used net cash of $572,553 for the year ended June 30, 2016, related primarily to the cash paid in the amount of $225,829 for the business combination of Tian Shan Renewable Energy and $406,917 of expenditures for property and equipment, partially offset by the release of restricted cash of $60,193.

Financing Activities

Our financing activities provided net cash of $19,890,331 for the year ended June 30, 2016.  Net cash provided by financing activities was comprised principally of $20,100,000 in proceeds from the issuance of common stock and preferred stock to SPI, less financing costs of $261,982.  $45,000 of cash was provided by the noncontrolling interest as a capital contribution to Holu.  $331,827 of cash was provided by a sale-leaseback transaction.  During the year ended June 30, 2016 we made repayments of $319,607 of principal on bank loans and notes payable and paid $13,521 on a finance lease obligation.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of June 30, 2016.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

ENSYNC, INC.

TABLE OF CONTENTS

 

REPORT OF INDEPENDENT REGISTERD PUBLIC ACCOUNTING FIRM

To the Shareholders, Audit Committee and Board of Directors

EnSync, Inc.

Menomonee Falls, Wisconsin

We have audited the accompanying consolidated balance sheets of EnSync, Inc., (the Company) as of June 30, 2016 and 2015, and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of EnSync, Inc., as of June 30, 2016 and 2015 and the results of its operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Baker Tilly Virchow Krause, LLP

  Milwaukee, Wisconsin

September 8, 2016

EnSync, Inc.
Consolidated Balance Sheets
		June 30, 2016				June 30, 2015
Assets
Current assets:
Cash and cash equivalents		$	17,189,089			$	10,757,461
Restricted cash on deposit			-				60,193
Accounts receivable, net			172,633				113,093
Inventories, net			1,869,942				1,198,117
Prepaid expenses and other current assets			600,591				441,537
Deferred financing costs			-				545,825
Customer intangible assets			76,293				-
Note receivable			171,140				159,107
Deferred PPA project costs			5,690,307				-
Deferred customer project costs			419,765				-
Project assets			1,190,853				-
Total current assets			27,380,613				13,275,333
Long-term assets:
Property, plant and equipment, net			3,889,106				4,164,912
Investment in investee company			2,165,626				2,408,528
Goodwill			809,363				803,079
Right of use assets-operating leases			27,264				85,656
Total assets		$	34,271,972			$	20,737,508
Liabilities and Equity
Current liabilities:
Current maturities of long-term debt		$	332,707			$	324,626
Accounts payable			569,226				1,056,744
Accrued expenses			501,031				1,214,822
Customer deposits			201,352				1,177,155
Accrued compensation and benefits			257,087				235,351
Total current liabilities			1,861,403				4,008,698
Long-term liabilities:
Long-term debt, net of current maturities			1,057,720				1,053,581
Deferred revenue			13,290,000				-
Other long-term liabilities			25,789				-
Total liabilities			16,234,912				5,062,279
Commitments and contingencies (Note 15)
Equity
Series B redeemable convertible preferred stock ($0.01 par value,
$1,000 face value) 3,000 shares authorized and issued, 2,300 and 2,575 shares outstanding, preference in liquidation of $5,317,800 and $5,635,866 as of June 30, 2016 and June 30, 2015, respectively			23				26
Series C convertible preferred stock ($0.01 par value, $1,000 face value),
28,048 and 0 shares authorized, issued, and outstanding, preference in liquidation of $12,719,260 and $0 as of June 30, 2016 and June 30, 2015, respectively			280				-
Common stock ($0.01 par value); 300,000,000 and 150,000,000 authorized,
47,752,821 and 39,129,334 shares issued and outstanding as of June 30, 2016 and June 30, 2015, respectively			1,185,843				1,099,608
Additional paid-in capital			137,585,233				117,104,936
Accumulated deficit			(120,550,108	)			(102,674,049	)
Accumulated other comprehensive loss			(1,585,583	)			(1,589,486	)
Total EnSync, Inc. equity			16,635,688				13,941,035
Noncontrolling interest			1,401,372				1,734,194
Total equity			18,037,060				15,675,229
Total liabilities and equity		$	34,271,972			$	20,737,508
See accompanying notes to consolidated financial statements.

EnSync, Inc.
Consolidated Statements of Operations
		Year ended June 30,
		2016				2015
Revenues
Product sales		$	1,730,851			$	992,162
Engineering and development			369,172				771,348
Total revenues			2,100,023				1,763,510
Costs and expenses
Cost of product sales			3,486,542				841,928
Cost of engineering and development			583,137				267,127
Advanced engineering and development			6,234,083				6,420,191
Selling, general, and administrative			9,038,602				7,146,649
Depreciation and amortization			772,332				644,790
Total costs and expenses			20,114,696				15,320,685
Loss from operations			(18,014,673	)			(13,557,175	)
Other income (expense)
Equity in loss of investee company			(242,902	)			(495,119	)
Gain on investment in investee company			-				1,257,407
Interest income			46,438				25,108
Interest expense			(51,825	)			(128,009	)
Other income (expense)			-				(277	)
Total other income (expense)			(248,289	)			659,110
Loss before expense (benefit) for income taxes			(18,262,962	)			(12,898,065	)
Expense (benefit) for income taxes			(468	)			(86,455	)
Net loss			(18,262,494	)			(12,811,610	)
Net loss attributable to noncontrolling interest			386,436				407,672
Gain attributable to noncontrolling interest			-				(481,870	)
Net loss attributable to EnSync, Inc.			(17,876,058	)			(12,885,808	)
Preferred stock dividend			(291,995	)			(266,356	)
Net loss attributable to common shareholders		$	(18,168,053	)		$	(13,152,164	)
Net loss per share
Basic and diluted		$	(0.39	)		$	(0.36	)
Weighted average shares - basic and diluted			47,156,928				36,944,116
See accompanying notes to consolidated financial statements.

EnSync, Inc.
Consolidated Statements of Comprehensive Loss
		Year ended June 30,
		2016				2015
Net loss		$	(18,262,494	)		$	(12,811,610	)
Foreign exchange translation adjustments			3,903				10,389
Comprehensive loss			(18,258,591	)			(12,801,221	)
Net (income) loss attributable to noncontrolling interest			386,436				(74,198	)
Comprehensive loss attributable to EnSync, Inc.		$	(17,872,155	)		$	(12,875,419	)
See accompanying notes to consolidated financial statements.

EnSync, Inc.
Consolidated Statements of Changes in Equity
		Series B Preferred Stock								Series C Preferred Stock								Common Stock								Additional Paid-in Capital				Accumulated Deficit				Accumulated Other Comprehensive Income (Loss)				Noncontrolling Interest
		Shares				Amount				Shares				Amount				Shares				Amount
Balance: June 30, 2014			2,575			$	26				-			$	-				25,651,389			$	964,828			$	102,286,450			$	(89,788,242	)		$	(1,599,875	)		$	1,646,240
Net (loss) income																															(12,885,808	)							74,198
Net currency translation adjustment																																			10,389
Issuance of common stock, net of costs and underwriting fees																			13,248,000				132,480				13,557,257
Stock-based compensation																			229,945				2,300				1,261,229
Contribution of capital from noncontrolling interest																																							13,756
Balance: June 30, 2015			2,575				26				-				-				39,129,334				1,099,608				117,104,936				(102,674,049	)			(1,589,486	)			1,734,194
Net loss																															(17,876,058	)							(386,436	)
Net currency translation adjustment																																			3,903
Issuance of common and preferred stock, net of costs and other fees											28,048				280				8,000,000				80,000				19,211,913
Stock-based compensation																			270,791				2,708				1,271,908
Contribution of capital from noncontrolling interest																																							53,614
Conversion of preferred stock			(275	)			(3	)											352,696				3,527				(3,524	)
Balance: June 30, 2016			2,300			$	23				28,048			$	280				47,752,821			$	1,185,843			$	137,585,233			$	(120,550,108	)		$	(1,585,583	)		$	1,401,372
See accompanying notes to consolidated financial statements.

EnSync, Inc.
Consolidated Statements of Cash Flows
		Year ended June 30,
		2016				2015
Cash flows from operating activities
Net loss		$	(18,262,494	)		$	(12,811,610	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, plant and equipment			679,303				644,790
Amortization of customer intangible assets			93,029				-
Stock-based compensation, net			1,274,616				1,263,529
Impairment of PPA project costs			1,890,357				-
Equity in loss of investee company			242,902				495,119
Gain on investment in investee company			-				(1,257,407	)
Interest accreted on note receivable			(12,033	)			(9,107	)
Changes in assets and liabilities
Accounts receivable			(59,540	)			937,931
Inventories			(671,825	)			154,853
Prepaids and other current assets			(154,470	)			(145,723	)
Refundable income taxes			-				91,191
Deferred PPA project costs			(7,580,664	)			-
Deferred customer project costs			(419,765	)			-
Project assets			(1,003,631	)			-
Accounts payable			(487,518	)			467,102
Accrued expenses			(749,667	)			(1,473,945	)
Customer deposits			(975,803	)			436,010
Accrued compensation and benefits			21,736				40,170
Deferred revenue			13,290,000				-
Net cash used in operating activities			(12,885,467	)			(11,167,097	)
Cash flows from investing activities
Cash paid for business combination			(225,829	)			-
Change in restricted cash			60,193				9,708
Expenditures for property and equipment			(406,917	)			(427,499	)
Issuance of note receivable			-				(150,000	)
Net cash used in investing activities			(572,553	)			(567,791	)
Cash flows from financing activities
Payment of financing costs			(261,982	)			(545,825	)
Repayments of long term debt			(319,607	)			(1,018,062	)
Proceeds from equipment financing			331,827				-
Payments for finance leases			(13,521	)			-
Proceeds from issuance of preferred stock			13,300,000				-
Proceeds from issuance of common stock			6,800,000				14,837,760
Common stock issuance costs			-				(1,148,023	)
Contributions of capital from noncontrolling interest			53,614				13,756
Net cash provided by financing activities			19,890,331				12,139,606
Effect of exchange rate changes on cash and cash equivalents			(683	)			(7,978	)
Net increase in cash and cash equivalents			6,431,628				396,740
Cash and cash equivalents - beginning of year			10,757,461				10,360,721
Cash and cash equivalents - end of year		$	17,189,089			$	10,757,461
Supplemental disclosures of cash flow information:
Cash paid for interest		$	47,568			$	114,236
Supplemental noncash information:
Right of use asset obtained in exchange for new operating lease		$	41,048			$	-
Asset retirement obligation			18,527				-
See accompanying notes to consolidated financial statements.

EnSync, Inc.

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

EnSync, Inc. and its subsidiaries ("EnSync," "we," "us," "our," or the "Company") develop, license, and manufacture innovative energy management systems solutions serving the commercial and industrial ("C&I") building, utility, and off-grid markets.  Incorporated in 1998, EnSync is headquartered in Menomonee Falls, Wisconsin, USA with offices in Madison, Wisconsin, Petaluma, California, Honolulu, Hawaii, and Shanghai, China.  We regularly use the name EnSync Energy Systems for marketing and branding purposes.

EnSync develops and commercializes application solutions for advanced energy management systems critical to the transition from a "coal-centric economy" to one reliant on renewable energy sources.  EnSync synchronizes conventional utility, distributed generation and storage assets to seamlessly ensure the least expensive and most reliable electricity available, thus enabling the future of energy networks.  These advanced systems directly connect wind and solar equipment to the grid and other systems that can form various levels of micro-grids as well as power quality regulation solutions.  EnSync brings vital power control and energy storage solutions to problems caused by incorporation of increasingly pervasive renewable energy generating assets that are part of the grid power transmission and distribution network used in commercial, industrial, and multi-tenant buildings.  The Company also develops and commercializes energy management systems for off-grid applications such as island or remote power.

We recently began addressing our target markets through power purchase agreements ("PPAs") under which we agree to provide, and the customer agrees to purchase, electricity from us at a fixed rate for a 20-year period.  Under this structure we develop and supply a system that uses our and other companies' products and the customer receives the benefit of a low and fixed price for electricity without any upfront costs.  Because this business model requires significant capital outlays, our monetization strategy is we either sell the PPA projects outright or enter into sale-leaseback transactions.

The consolidated financial statements include the accounts of the Company and those of its wholly-owned subsidiaries ZBB Energy Pty Ltd. (formerly known as ZBB Technologies, Ltd.), various PPA project subsidiaries, its eighty-five percent owned subsidiary Holu Energy LLC, and its sixty percent owned subsidiary ZBB PowerSav Holdings Limited located in Hong Kong, which was formed in connection with the Company's investment in a China joint venture.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries and have been prepared in accordance with US GAAP and are reported in US dollars.  For subsidiaries in which the Company's ownership interest is less than 100%, the noncontrolling interests are reported in stockholders' equity in the consolidated balance sheets.  The noncontrolling interests in net income (loss), net of tax, are classified separately in the consolidated statements of operations.  All significant intercompany accounts and transactions have been eliminated in consolidation.  The Company's fiscal year end is June 30.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  It is reasonably possible that the estimates we have made may change in the near future.  Significant estimates underlying the accompanying consolidated financial statements include those related to:

·

the timing of revenue recognition;

·

allocation of purchase price in the business combination;

·

the allowance for doubtful accounts;

·

provisions for excess and obsolete inventory;

·

the lives and recoverability of property, plant and equipment and other long-lived assets, including goodwill;

·

contract costs, losses, and reserves;

·

warranty obligations;

·

income tax valuation allowances;

·

discount rates for finance and operating lease liabilities;

·

asset retirement obligations;

·

stock-based compensation; and

·

valuation of equity instruments and warrants.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, restricted cash on deposit, accounts receivable, a note receivable, accounts payable, bank loans, notes payable, equipment financing, lease obligations, asset retirement obligations, equity instruments, and warrants.  The carrying amounts of the Company's financial instruments approximate their respective fair values due to the relatively short-term nature of these instruments, except for the bank loans, notes payable, equipment financing, asset retirement obligations, equity instruments, and warrants.  The carrying amounts of the bank loans and notes payable approximates fair value due to the interest rate and terms approximating those available to us for similar obligations.  The interest rate on the equipment financing obligation was imputed based on the requirements described in FASB ASC Topic 842-40-30-6.  The asset retirement obligation is calculated as the present value of the estimated fair value of the future obligation using the Company's credit-adjusted risk-free rate.  The fair value of the nonconvertible attribute and conversion option of the Series C Preferred Stock and related Warrant was determined using the Option-Pricing Method ("OPM") as described in the AICPA Accounting and Valuation Guide entitled Valuation of Privately-Held-Company Equity Securities Issued as Compensation and a "with" and "without" methodology to bifurcate the Series C Preferred conversion feature.  The OPM model treats the various equity securities as call options on the total equity value contingent upon each security's strike price or participation rights.  The Black-Scholes inputs utilized for the OPM model were: (i) an aggregate equity value estimated based on the back-solve methodology to reconcile the closing common stock price as of the valuation date; (ii) a term in alignment with the terms of the Supply Agreement; (iii) a risk free rate from the Federal Reserve Board's H.15 release as of the transaction date; (iv) the volatility of the Company's publicly traded stock price; and (v) the performance vesting requirements of the equity instruments that were expected to be met.

The Company accounts for the fair value of financial instruments in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures."  Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlate to the level or pricing observability.  FASB ASC Topic 820 describes a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level 2 inputs are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, for similar assets or liabilities in active markets.

Level 3 inputs are unobservable inputs for the asset or liability.  As such, the prices or valuation techniques require inputs that are both significant to the fair value measurement and are unobservable.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.  The Company maintains its cash deposits at financial institutions predominately in the United States, Australia, Hong Kong, and China.  The Company has not experienced any losses in such accounts.

Restricted Cash on Deposit

The Company had no restricted cash and $60,193 in restricted cash on deposit as of June 30, 2016 and June 30, 2015, respectively, as collateral for certain credit arrangements.

Accounts Receivable

Credit is extended based on an evaluation of a customer's financial condition.  Accounts receivable are stated at the amount the Company expects to collect from outstanding balances.  The Company records allowances for doubtful accounts based on customer-specific analysis and general matters such as current assessments of past due balances and economic conditions.  The Company writes off accounts receivable against the allowance when they become uncollectible.  Accounts receivable are stated net of an allowance for doubtful accounts of $10,878 as of June 30, 2016 and $11,074 as of June 30, 2015.  The composition of accounts receivable by aging category is as follows as of:

 

		Year ended June 30,
		2016				2015
Current		$	165,114			$	4,291
30-60 days			2,219				-
60-90 days			-				3,555
Over 90 days			5,300				105,248
Total		$	172,633			$	113,093

Inventories

Inventories are stated at the lower of cost or market.  Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis.  The Company provides inventory write-downs based on excess and obsolete inventories based on historical usage.  The write-down is measured as the difference between the cost of the inventory and market based upon assumptions about usage and charged to the provision for inventory, which is a component of cost of sales.  At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Customer Intangible Asset

Customer intangible assets are reviewed quarterly for impairment due to the expected short-term nature of the asset.  The customer intangible asset is amortized as revenue from the acquired contracts is recognized in our consolidated statements of operations.  To date, there have been no write-offs recorded for impairments.

As of June 30, 2016, the gross carrying value of the customer intangible asset is $169,322 and the accumulated amortization is $93,029, resulting in a net customer intangible asset of $76,293  Amortization expense recognized during the year ended June 30, 2016 was $93,029.  There was no customer intangible asset as of June 30, 2015 and there was no amortization expense recognized during the year ended June 30, 2015.

Note Receivable

The Company has one note receivable from an unrelated party.  On June 20, 2016, the Company and the unrelated party amended the terms of the note receivable.  The note matures on the earlier of (a) the date on which the unrelated party has secured a total of $500,000 or more in additional financing from any source or (b) December 31, 2016 and is classified as "Note receivable" in the financial statements.  We regularly evaluate the financial condition of the borrower to determine if any reserve for an uncollectible amount should be established.  To date, no such reserve is required.

Deferred PPA Project Costs

Deferred PPA project costs represents the costs that the Company capitalizes as project assets for arrangements that we accounted for as real estate transactions after we have entered into a definitive sales arrangement, but before the sale is completed or before we have met all criteria to recognize the sale as revenue.  We classify deferred PPA project costs as current if the completion of the sale and the meeting of all revenue recognition criteria are expected within the next 12 months.

If a project is completed and begins commercial operation prior to entering into or the closing of a sales agreement, the completed project will remain in project assets or deferred PPA project costs until the sale of such project closes.  Any income generated by such project while it remains within project assets or deferred PPA project costs is accounted for as a reduction in our basis in the project, which at the time of sale and meeting all revenue recognition criteria will be recorded within cost of sales.

Once we enter into a definitive sales agreement, we reclassify project assets to deferred PPA project costs on our consolidated balance sheet until the sale is completed and we have met all of the criteria to recognize the sale as revenue, which is typically subject to real estate revenue recognition requirements.  We expense project assets to cost of sales after each respective project asset is sold to a customer and all revenue recognition criteria have been met (matching the expensing of costs to the underlying revenue recognition method).  We classify project assets as current as the time required to develop, construct, and sell the projects is expected within the next 12 months.

We review project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  We consider a project commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed.  We consider a partially developed or partially constructed project commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets.  We examine a number of factors to determine if the accumulated project costs will be recoverable, the most notable of which include whether there are any changes in environmental, ecological, permitting, market pricing, or regulatory conditions that impact the project.  Such changes could cause the costs of the project to increase or the selling price of the project to decrease.  If a project is not considered recoverable, we impair the respective project assets and adjust the carrying value to the estimated recoverable amount, with the resulting impairment recorded within operating expenses.  The Company recognized $1.9 million of impairment charges during the year ended June 30, 2016.

Deferred Customer Project Costs

Deferred customer project costs consist primarily of the costs of products delivered and services performed that are subject to additional performance obligations or customer acceptance.  These deferred customer project costs are expensed at the time the related revenue is recognized.

Project Assets

Project assets consist primarily of capitalized costs which are incurred by the Company prior to the sale of the photovoltaic, storage or energy management systems and power purchase agreement to a third-party.  These costs are typically for the construction, installation and development of these projects.  Construction and installation costs include primarily material and labor costs.  Development fees can include legal, consulting, permitting, and other similar costs.

Property, Plant and Equipment

Land, building, equipment, computers, furniture and fixtures are recorded at cost.  Maintenance, repairs and betterments are charged to expense as incurred.  Depreciation is provided for all plant and equipment on a straight-line basis over the estimated useful lives of the assets.  The estimated useful lives used for each class of depreciable asset are:

	Estimated Useful Lives
Manufacturing equipment	3 - 7 years
Office equipment	3 - 7 years
Building and improvements	7 - 40 years

The Company completed a review of the estimated useful lives of specific assets for the year ended June 30, 2016 and determined that there were no changes in the estimated useful lives of assets.

Impairment of Long-Lived Assets

In accordance with FASB ASC Topic 360, "Impairment or Disposal of Long-Lived Assets," the Company assesses potential impairments to its long-lived assets including property, plant, equipment and intangible assets when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable.

If such an indication exists, the recoverable amount of the asset is compared to the asset's carrying value.  Any excess of the asset's carrying value over its recoverable amount is expensed in the statement of operations.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate.  Management has determined that there were no long-lived assets impaired as of June 30, 2016 and June 30, 2015.

Investment in Investee Company

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting.  Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee company's board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company.  Under the equity method of accounting, an investee company's accounts are not reported in the Company's consolidated balance sheets and statements of operations; however, the Company's share of the earnings or losses of the investee company is reflected in the caption ''Equity in loss of investee company" in the consolidated statements of operations.  The Company's carrying value in an equity method investee company is reported in the caption ''Investment in investee company'' in the Company's consolidated balance sheets.

When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding.  When the investee company subsequently reports income, the Company will not record its share of such income until it equals or exceeds the amount of its share of losses not previously recognized.

Goodwill

Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed.  Goodwill is not amortized but reviewed for impairment annually as of June 30 or more frequently if events or changes in circumstances indicate that its carrying value may be impaired.  These conditions could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

The first step of the impairment test requires the comparing of a reporting unit's fair value to its carrying value.  If the carrying value is less than the fair value, no impairment exists and the second step is not performed.  If the carrying value is higher than the fair value, there is an indication that impairment may exist and the second step must be performed to compute the amount of the impairment.  In the second step, the impairment is computed by estimating the fair values of all recognized and unrecognized assets and liabilities of the reporting unit and comparing the implied fair value of reporting unit goodwill with the carrying amount of that unit's goodwill.  The Company determined fair value as evidenced by market capitalization, and concluded that there was no need for an impairment charge as of June 30, 2016 and June 30, 2015.

Accrued Expenses

Accrued expenses consist of the Company's present obligations related to various expenses incurred during the period and includes a reserve for estimated contract losses, other accrued expenses, and warranty obligations.  Included in accrued expenses as of June 30, 2015 was a reserve of approximately $685,000, for a product upgrade initiative established in the fourth quarter of fiscal 2014.  The product upgrade initiative was completed during the year ended June 30, 2016 and the unused reserve of $186,000 was reversed during the year.

Subsequent to commercialization, installation and commissioning of units in the field, the Company garnered meaningful insights that resulted in system design modifications and other general upgrades, which improved the performance, efficiency, and reliability of its systems.  In the interest of enhancing customer satisfaction, the Company launched the product upgrade initiative to implement these improvements at certain locations of its installed base.

Warranty Obligations

The Company typically warrants its products for the shorter of twelve months after installation or eighteen months after date of shipment.  Warranty costs are provided for estimated claims and charged to cost of product sales as revenue is recognized.  Warranty obligations are also evaluated quarterly to determine a reasonable estimate for the replacement of potentially defective materials of all energy storage systems that have been shipped to customers within the warranty period.

While the Company actively engages in monitoring and improving its evolving battery and production technologies, there is only a limited product history and relatively short time frame available to test and evaluate the rate of product failure.  Should actual product failure rates differ from the Company's estimates, revisions are made to the estimated rate of product failures and resulting changes to the liability for warranty obligations.  In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise.

As of June 30, 2016 and June 30, 2015, included in the Company's accrued expenses were $27,207 and $176,967, respectively, related to warranty obligations.  The following is a summary of accrued warranty activity as of:

		Year ended June 30
		2016				2015
Beginning balance		$	176,967			$	731,910
Accruals for warranties during the period			44,645				167,901
Settlements during the period			(318,698	)			(480,683	)
Adjustments relating to preexisting warranties			124,293				(242,161	)
Ending balance		$	27,207			$	176,967

The asset retirement obligation represents the estimated present value of amounts expected to be incurred to remove a solar power system, repair the property to which it is affixed, pack and ship the equipment offsite at the end of the lease term.  The asset retirement obligation is recognized in accordance with FASB ASC Topic 410, "Asset Retirement and Environmental Obligations."  FASB ASC Topic 410 requires that the fair value of an asset's retirement obligation be recorded as a liability in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset.  Periodic accretion of the discount of the estimated liability is treated as accretion expense and included in depreciation and amortization in the consolidated statement of operations.

Revenue Recognition

Revenues are recognized when persuasive evidence of a contractual arrangement exists, delivery has occurred or services have been rendered, the seller's price to buyer is fixed and determinable, and collectability is reasonably assured.  The portion of revenue related to installation and final acceptance, is deferred until such installation and final customer acceptance are completed.

From time to time, the Company may enter into separate agreements at or near the same time with the same customer.  The Company evaluates such agreements to determine whether they should be accounted for individually as distinct arrangements or whether the separate agreements are, in substance, a single multiple element arrangement.  The Company evaluates whether the negotiations are conducted jointly as part of a single negotiation, whether the deliverables are interrelated or interdependent, whether the fees in one arrangement are tied to performance in another arrangement, and whether elements in one arrangement are essential to another arrangement.  The Company's evaluation involves significant judgment to determine whether a group of agreements might be so closely related that they are, in effect, part of a single arrangement.

Our collaboration agreements typically involve multiple elements or deliverables, including upfront fees, contract research and development, milestone payments, technology licenses or options to obtain technology licenses, and royalties.  For these arrangements, revenues are recognized in accordance with FASB ASC Topic 605-25, "Revenue Recognition – Multiple Element Arrangements."  The Company's revenues associated with multiple element contracts is based on the selling price hierarchy, which utilizes vendor-specific objective evidence ("VSOE") when available, third-party evidence ("TPE") if VSOE is not available, and if neither is available then the best estimate of the selling price is used.  The Company utilizes best estimate for its multiple deliverable transactions as VSOE and TPE do not exist.  To be considered a separate element, the product or service in question must represent a separate unit under SEC Staff Accounting Bulletin 104, and fulfill the following criteria: the delivered item(s) has value to the customer on a standalone basis; there is objective and reliable evidence of the fair value of the undelivered item(s); and if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. For arrangements containing multiple elements, revenue from time and materials based service arrangements is recognized as the service is performed.  Revenue relating to undelivered elements is deferred at the estimated fair value until delivery of the deferred elements.  If the arrangement does not meet all criteria above, the entire amount of the transaction is deferred until all elements are delivered.

The portion of revenue related to engineering and development is recognized ratably upon delivery of the goods or services pertaining to the underlying contractual arrangement or revenue is recognized as certain activities are performed by the Company over the estimated performance period.

The Company recognizes revenue for the sales of PPA projects following the guidance in FASB ASC Topic 360, "Accounting for Sales of Real Estate."  We record the sale as revenue after the initial and continuing investment requirements have been met and whether collectability from the buyer is reasonably assured.  We may align our revenue recognition and release our project assets or deferred PPA project costs to cost of sales with the receipt of payment from the buyer if the sale has been consummated and we have transferred the usual risks and rewards of ownership to the buyer.

The Company charges shipping and handling fees when products are shipped or delivered to a customer, and includes such amounts in product revenues and shipping costs in cost of sales.  The Company reports its revenues net of estimated returns and allowances.

Total revenues of $2,100,023 and $1,763,510 were recognized for the years ended June 30, 2016 and June 30, 2015, respectively.  Revenues for the year ended June 30, 2016 were comprised of three significant customers (81% of revenues) and revenues for the year ended June 30, 2015 were comprised of two significant customers (81% of revenues).  The Company had one significant customer with an outstanding receivable balance of $157,200 (91% of accounts receivable, net) as of June 30, 2016.  The Company had two significant customers with outstanding receivable balances of $77,000 and $31,000 (68% and 28% of accounts receivable, net) as of June 30, 2015.

Engineering, Development, and License Revenues

We assess whether a substantive milestone exists at the inception of our agreements.  In evaluating if a milestone is substantive we consider whether:

·

Substantive uncertainty exists as to the achievement of the milestone event at the inception of the arrangement;

·

The achievement of the milestone involves substantive effort and can only be achieved based in whole or in part on our performance or the occurrence of a specific outcome resulting from our performance;

·

The amount of the milestone payment appears reasonable either in relation to the effort expended or the enhancement of the value of the delivered item(s);

·

There is no future performance required to earn the milestone; and

·

The consideration is reasonable relative to all deliverables and payment terms in the arrangement.

If any of these conditions are not met, we do not consider the milestone to be substantive and we defer recognition of the milestone payment and recognize it as revenue over the estimated period of performance, if any.

On April 8, 2011, the Company entered into a Collaboration Agreement (the "Collaboration Agreement") with Honam Petrochemical Corporation, now known as Lotte Chemical Corporation ("Lotte"), pursuant to which the Company and Lotte collaborated on the technical development of the Company's third generation zinc bromide flow battery module (the "Version 3 Battery Module") and Lotte received a fully paid-up, exclusive and royalty-free license to sell and manufacture the Version 3 Battery Module in South Korea and a non-exclusive royalty-bearing license to sell the Version 3 Battery Module in Japan, Thailand, Taiwan, Malaysia, Vietnam and Singapore.

On December 16, 2013, the Company and Lotte entered into a Research and Development Agreement (the "R&D Agreement") pursuant to which the Company has agreed to develop and provide to Lotte a 500kWh zinc bromide flow battery system, including a zinc bromide chemical flow battery module and related software (the "Product"), on the terms and conditions set forth in the R&D Agreement (the "Lotte Project").  Subject to the satisfaction of certain specified milestones, Lotte is required to make payments to the Company under the R&D Agreement totaling $3,000,000 over the term of the Lotte Project.  We recognize revenue based upon a Performance Based Method pursuant to the model described in FASB ASC Subtopic 980-605-25, where revenue is recognized based on the lesser of the amount of nonrefundable cash received or the amounts due based on the proportional amount of the total effort expected to be expended on the contract that has been provided to date as there does not exist substantial doubt that the milestones will be achieved.  The Company recognized $369,172 and $755,000 of revenue under this agreement for the years ended June 30, 2016 and June 30, 2015, respectively.

Additionally, on December 16, 2013, we entered into an Amended License Agreement with Lotte (the "Amended License Agreement").  Pursuant to the Amended License Agreement, we granted to Lotte, (1) an exclusive and royalty-free limited license in South Korea to use the Company's zinc bromide flow battery module, zinc bromide flow battery stack and the technical information and know how related to the intellectual property arising from the Lotte Project (collectively, the "Technology") to manufacture or sell a zinc bromide flow battery (the "Lotte Product") in South Korea and (2) a non-exclusive (a) royalty-free limited license for Lotte and its affiliates to use the Technology internally in all locations other than China and South Korea to manufacture the Lotte Product and (b) royalty-bearing limited license to sell the Lotte Product in all locations other than China, the United States and South Korea. Lotte is required to pay us a total license fee of $3,000,000 under the Amended License Agreement plus up to an additional $1,000,000 if certain specific milestones are successfully achieved.  In addition, Lotte is required to make ongoing royalty payments to the Company equal to a single digit percentage of Lotte's net sales of the Lotte Product outside of South Korea until December 31, 2019.  The original license fees were subject to a 16.5% non-refundable Korea withholding tax.

Overall since December 16, 2013 through June 30, 2016 there were $5,250,000 of payments received and revenue recognized under the Lotte R&D and Amended License Agreements.

Engineering and development costs related to the Lotte Project totaled $576,178 and $267,127 for the years ended June 30, 2016 and June 30, 2015, respectively.

As of June 30, 2016 and June 30, 2015, the Company had no unbilled amounts from engineering and development contracts in process.  The Company had received $0 and $370,000, which is included in "Customer deposits" in the consolidated balance sheets, of customer payments for engineering and development contracts, representing deposits in advance of performance of the contracted work as of June 30, 2016 and June 30, 2015, respectively.

Advanced Engineering and Development Expenses

In accordance with FASB ASC Topic 730, "Research and Development," the Company expenses advanced engineering and development costs as incurred.  These costs consist primarily of materials, labor, and allocable indirect costs incurred to design, build, and test prototype units, as well as the development of manufacturing processes for these units.  Advanced engineering and development costs also include consulting fees and other costs.

To the extent these costs are separately identifiable, incurred and funded by advanced engineering and development type agreements with outside parties, they are shown separately on the consolidated statements of operations as a "Cost of engineering and development."

Stock-Based Compensation

The Company measures all "Share-Based Payments," including grants of stock options, restricted shares and restricted stock units ("RSUs") in its  consolidated statement of operations based on their fair values on the grant date, which is consistent with FASB ASC Topic 718, "Stock Compensation," guidelines.

Accordingly, the Company measures share-based compensation cost for all share-based awards at the fair value on the grant date and recognizes share-based compensation over the service period for awards that are expected to vest.  The fair value of stock options is determined based on the number of shares granted and the price of the shares at grant, and calculated based on the Black-Scholes valuation model.

The Company compensates its outside directors with RSUs and cash.  The grant date fair value of the RSU awards is determined using the closing stock price of the Company's common stock on the day prior to the date of the grant, with the compensation expense amortized over the vesting period of RSU awards, net of estimated forfeitures.

The Company only recognizes expense for those options or shares that are expected ultimately to vest, using two attribution methods to record expense, the straight-line method for grants with only service-based vesting or the graded-vesting method, which considers each performance period, for all other awards.  See further discussion of stock-based compensation in Note 11.

Advertising Expense

Advertising costs of $26,816 and $44,176 were incurred for the years ended June 30, 2016 and June 30, 2015, respectively.  These costs were charged to selling, general, and administrative expenses as incurred.

Income Taxes

The Company records deferred income taxes in accordance with FASB ASC Topic 740, "Accounting for Income Taxes."  FASB ASC Topic 740 requires recognition of deferred income tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse.  The Company establishes a valuation allowance when necessary to reduce deferred income tax assets to the amount expected to be realized.  There were no net deferred income tax assets recorded as of June 30, 2016 and June 30, 2015.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties as required under FASB ASC Topic 740, which only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities.

The Company's U.S. Federal income tax returns for the years ended June 30, 2012 through June 30, 2015 and the Company's Wisconsin and Australian income tax returns for the years ended June 30, 2011 through June 30, 2015 are subject to examination by taxing authorities.  As of June 30, 2016, there were no examinations in progress.

Foreign Currency

The Company uses the United States dollar as its functional and reporting currency, while the Australian dollar and Hong Kong dollar are the functional currencies of its foreign subsidiaries.  Assets and liabilities of the Company's foreign subsidiaries are translated into United States dollars at exchange rates that are in effect at the balance sheet date while equity accounts are translated at historical exchange rates.  Income and expense items are translated at average exchange rates which were applicable during the reporting period.  Translation adjustments are recorded in accumulated other comprehensive loss as a separate component of equity in the consolidated balance sheets.

Loss per Share

The Company follows the FASB ASC Topic 260, "Earnings per Share," provisions which require the reporting of both basic and diluted earnings (loss) per share.  Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period.  Diluted earnings (net loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.  In accordance with the FASB ASC Topic 260, any anti-dilutive effects on net income (loss) per share are excluded.  As of June 30, 2016 and June 30, 2015 there were 15,972,845 and 9,663,729 shares of common stock underlying convertible preferred stock, options, restricted stock units and warrants that are excluded, respectively.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable.

The Company maintains significant cash deposits primarily with one financial institution.  The Company has not previously experienced any losses on such deposits.  Additionally, the Company performs periodic evaluations of the relative credit rating of the institution as part of its banking strategy.

Concentrations of credit risk with respect to accounts receivable are limited due to accelerated payment terms in current customer contracts and creditworthiness of the current customer base.

Reclassifications

Certain amounts previously reported have been reclassified to conform to the current presentation.  The reclassifications did not impact prior period results of operations, cash flows, total assets, total liabilities, or total equity.

Segment Information

The Company has determined that it operates as one reportable segment.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date.  Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective and not included below will not have a material impact on our financial position or results of operations upon adoption.

In May 2016, the FASB issued Accounting Standards Update ("ASU") 2016-11 – Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update).  ASU 2016-11 rescinds the certain SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities – Oil and Gas, effective upon the adoption of Topic 606.  Specifically, registrants should not rely on the following SEC Staff Observer comments upon adoption of Topic 606: (a) Revenue and Expense Recognition for Freight Services in Process, (b) Accounting for Shipping and Handling Fees and Costs, (c) Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the Vendor's Products), (d) Accounting for Gas-Balancing Arrangements (that is, use of the "entitlements method").  In addition, as a result of the amendments in Update 2014-16, the SEC staff is rescinding its SEC Staff Announcement, "Determining the Nature of a Host Contract Related to a Hybrid Instrument Issued in the Form of a Share under Topic 815," effective concurrently with ASU 2014-16.  The Company is currently evaluating the effects of ASU 2016-11 on its financial statements.

In March 2016, the FASB issued ASU 2016-09 – Compensation – Stock Compensation (Topic 780): Improvements to Employee Share-Based Payment Accounting.  ASU 2016-09 modifies US GAAP by requiring the following, among others: (1) all excess tax benefits and tax deficiencies are to be recognized as income tax expense or benefit on the income statement (excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period); (2) excess tax benefits are to be classified along with other income tax cash flows as an operating activity in the statement of cash flows; (3) in the area of forfeitures, an entity can still follow the current US GAAP practice of making an entity-wide accounting policy election to estimate the number of awards that are expected to vest or may instead account for forfeitures when they occur; and (4) classification as a financing activity in the statement of cash flows of cash paid by an employer to the taxing authorities when directly withholding shares for tax withholding purposes.  ASU 2016-09 is effective for annual periods beginning after January 1, 2017, including interim periods.  Early adoption is permitted.  The Company is currently assessing the impact the adoption of ASU 2016-09 will have on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07 – Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, which simplifies the accounting for equity method investments by removing the requirements that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence.  The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting.  ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, and must apply a prospective adoption approach.  Early adoption is permitted.  The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-06 – Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (a consensus of the Emerging Issues Task Force), which requires that embedded derivatives be separate from the host contract and accounted for separately as derivatives if certain criteria are met, including the "clearly and closely related" criterion.  The amendments in this update clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts.  An entity performing the assessment under the amendments is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence.  The amendments apply to all entities that are issuers or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options.  ASU 2016-06 is effective for fiscal years beginning after December 15, 2016 and interim periods within those years, and must apply a modified retrospective transition approach.  Early adoption is permitted.  The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-05 – Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (a consensus of the Emerging Issues Task Force), which provides guidance clarifying that the novation of a derivative contract (i.e. a change in counterparty) in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship.  This ASU amends ASC 815 to clarify that such a change does not, in and of itself, represent a termination or the original derivative instrument or a change in the critical terms of the hedge relationship.  ASU 2016-05 allows the hedging relationship to continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterpart to the derivative contract is considered.  The amendments of this ASU are effective for reporting periods beginning after December 15, 2016.  Early adoption is permitted.  Entities may adopt the guidance prospectively or use a modified retrospective approach.  The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02 – Leases (Topic 842): Amendments to the FASB Accounting Standards Codifications, to increase transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.  ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, including interim periods within those fiscal years.  Early adoption is permitted.  Companies must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented.  Lessees and lessors may not apply a full retrospective transition approach.  The Company has early adopted ASU 2016-02 effective January 1, 2016.  With the adoption of ASU 2016-02, the Company has elected to apply the package of practical expedients and use of hindsight detailed in ASC 842.  Additionally, the Company elects the practical expedient in ASC Subtopic 842-10 to not separate nonlease components from lease components and instead account for each separate lease component and nonlease components associated with that lease component as a single lease component by class of the underlying asset.  The Company also elected not to recognize right of use assets and lease liabilities for short term leases, which has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.

In January 2016, the FASB issued ASU 2016-01 – Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.  This guidance makes specific improvements to existing US GAAP for financial instruments, including requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requiring entities to use the exit price notion when measuring fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and requiring entities to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as "own credit") when the organization has elected to measure the liability at fair value in accordance with the fair value option.  The guidance is effective for public business entities for fiscal years beginning after December 15, 2017.  Early adoption of the own credit provision is permitted.  The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16 – Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.  The amendments in this update eliminate the requirement for entities to retrospectively account for adjustments made to provisional amounts recognized in a business combination.  For public business entities, the amendments are effective for fiscal years beginning after December 15, 2015, including interim reporting periods within those fiscal years.  The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date.  The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements.

In August 2015, the FASB issued ASU 2015-14 – Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.  The amendment defers the effective date of ASU 2014-09 for all entities by one year.  Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.  Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.

In July 2015, the FASB issued ASU 2015-11 – Inventory (Topic 330): Simplifying the Measurement of Inventory.  The amendment was issued to modify the process in which entities measure inventory.  The amendment does not apply to inventory measured using last-in, first-out ("LIFO") or the retail inventory method.  This amendment requires entities to measure inventory at the lower of cost and net realizable value.  Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method.  The amendments are effective for fiscal years beginning after December 31, 2016, including interim periods within those fiscal years on a prospective basis with earlier application permitted as of the beginning of an interim or annual reporting period.  The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02 – Consolidation (Topic 810): Amendments to the Consolidation Analysis.  The amendment is intended to improve certain areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures.  The amendment simplifies reporting requirements by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of application of related-party guidance when determining a controlling financial interest in a variable interest entity ("VIE"), and changing consolidation conclusions for public companies in several industries that typically make use of limited partnerships or VIEs.  The amendment is effective for fiscal years beginning after December 31, 2015.  Early adoption is permitted.  The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01 – Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.  The amendment was issued to reduce complexity in the accounting standards by eliminating the concept of extraordinary items from US GAAP.  The amendment is effective for annual periods ending after December 15, 2015.  The change may be applied prospectively or retrospectively to all prior periods presented in the financial statements.  Early adoption is permitted.  The Company does not expect adoption of this guidance to have a significant impact on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15 – Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40).  The update requires management to perform a going concern assessment if there is substantial doubt about an entity's ability to continue as a going concern within one year of the financial statement issuance date.  Under the new standard, the definition of substantial doubt incorporates a likeliness threshold of "probable" that is consistent with the current use of the term defined in US GAAP for loss contingencies (Topic 450 – Contingencies).  Management will need to consider conditions that are known and reasonably knowable at the financial statement issuance date and determine whether the entity will be able to meet its obligations within the one-year period.  Additional disclosures are required if it is probable that the entity will be unable to meet its current obligations.  The amendments in this ASU will be effective for annual periods ending after December 15, 2016.  Early adoption is permitted.  The Company does not expect the adoption of ASU 2014-15 to have a material effect on our financial position, results of operations or cash flows.

In June 2014, the FASB issued ASU 2014-12 - Compensation – Stock Compensation (Topic 718).  The amendment requires that entities treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting and, accordingly, the performance target should not be reflected in estimating the grant-date fair value of the award.  Compensation expense should be recognized in the period in which it becomes probable that the performance target will be achieved.  ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015.  The Company is required to adopt this standard beginning July 1, 2016.  ASU 2014-12 does not contain any new disclosure requirements.  The Company does not expect the adoption of ASU 2014-12 to have a material effect on our financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09 – Revenue from Contracts with Customers (Topic 606).  The amendment outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.  The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  In applying the revenue model to contracts within its scope, an entity identifies the contract(s) with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the performance obligations in the contract and recognizes revenue when the entity satisfies a performance obligation.  ASU 2014-09 also includes additional disclosure requirements regarding revenue, cash flows and obligations related to contracts with customers.  See ASU 2015-14 above for applicable effective date of ASU 2014-09.  The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment.  In April 2016, the FASB issued ASU 2016-10 – Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing, clarifying the implementation guidance on identifying performance obligations and licensing.  Specifically, the amendments reduce the cost and complexity of identifying promised goods or services and improves the guidance for determining whether promises are separately identifiable.  The amendments also provide implementation guidance on determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time).  In March 2016, the FASB also issued ASU 2016-08 – Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).  The amendments in ASU 2016-08 affect the guidance in ASU 2014-09.  ASU 2016-08 requires when a third party is involved in provided goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or services itself to the customer (that is, the entity is a principal) or to arrange for that good or service to be provided by the third party to the customer (that is, the entity is an agent).  If the entity is a principal, upon satisfying a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred to the customer.  If the entity is an agent, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified good or service to be provided by the third party.  In May 2016, the FASB issued ASU 2016-12 – Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients, which contains certain clarifications and practical expedients in response to certain identified implementation issues.  The effective date and transition requirements for ASU 2016-10, 2016-08, and 2016-12 are the same as the effective date and transition requirements for ASU 2014-09.  The Company is currently evaluating the effect that implementation of this update will have on its consolidated financial position and results of operations upon adoption.

In April 2014, the FASB issued ASU 2014-08 - Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.  The update changes the requirements for reporting discontinued operations in Subtopic 205-20.  To be classified as a discontinued operation, the disposal of a component or group of components must represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results.  Examples include a disposal of a major geographic area, a major line of business or a major equity method investment.  The amendments in this ASU are effective prospectively for reporting periods beginning on or after December 15, 2014, with early adoption permitted.  The adoption of this pronouncement did not have a material impact on the Company's consolidated financial statements.

In March 2013, the FASB issued ASU 2013-05 – Foreign Currency Matters (Topic 830) – Parent's Accounting for the Cumulative Translation Adjustment upon derecognition of Certain Subsidiaries or Group of Assets within a Foreign Entity or of an Investment in a Foreign Entity.  These amendments provide guidance on releasing cumulative translation adjustments when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or a group of assets that is a non-profit activity or a business within a foreign entity.  In addition, these amendments provide guidance on the release of cumulative translation adjustments in partial sales of equity method investments and in step acquisitions.  The amendments are effective for fiscal years and interim reporting periods within those years, beginning after December 15, 2013.  The amendments should be applied prospectively to derecognition events occurring after the effective date.  Prior periods should not be adjusted.  Early adoption was permitted.  The Company was required to adopt this standard beginning July 1, 2014.  The adoption of this pronouncement did not have a material impact on the Company's consolidated financial statements.

NOTE 2 - GLOBAL STRATEGIC PARTNERSHIP WITH SPI ENERGY CO., LTD.

On July 13, 2015, the Company entered into a global strategic partnership with SPI Energy Co., Ltd. ("SPI"), (formerly known as Solar Power, Inc.), which includes a Securities Purchase Agreement, a Supply Agreement, and a Governance Agreement.

Pursuant to the Securities Purchase Agreement, SPI purchased, for an aggregate purchase price of $33,390,000 a total of (i) 8,000,000 shares of common stock (the "Purchased Common Shares") and (ii) 28,048 shares of Series C Convertible Preferred Stock (the "Purchased Preferred Shares") which are convertible, subject to the completion of projects under our Supply Agreement with SPI (as described below), into a total of up to 42,000,600 shares of Common Stock.  

The aggregate purchase price for the Purchased Common Shares was based on a purchase price per share of $0.6678, and the aggregate purchase price for the Purchased Preferred Shares was determined based on a price of $0.6678 per common equivalent.  Pursuant to the Securities Purchase Agreement, the Company also issued to SPI a warrant to purchase 50,000,000 shares of Common Stock for an aggregate purchase price of $36,729,000 (the "Warrant"), at a per share exercise price of $0.7346.

The Company incurred $807,807 of financing related costs in connection with the transaction.  The specific costs directly attributable to the Securities Purchase Agreement have been charged against the gross proceeds of the offering.  

The Company also entered into a supply agreement with SPI pursuant to which the Company agreed to sell and SPI agreed to purchase certain products and services offered by the Company from time to time, including certain energy management system solutions for solar projects (the "Supply Agreement").  Under the Supply Agreement, SPI agreed to purchase energy storage systems with a total combined power output of 40 megawatts (MW) over a four-year period.

The Company also entered into a governance agreement with SPI (the "Governance Agreement") that provides SPI certain rights regarding the Company's Board of Directors and other select governance rights.

Terms of the Purchased Preferred Shares

The Purchased Preferred Shares are perpetual, are not eligible for dividends, and are not redeemable.  Upon any liquidation, dissolution, or winding up of the Company (a "Liquidation") or a Fundamental Transaction (as defined in the Certificate of Designation for the Series C Preferred Stock), holders of the Purchased Preferred Shares are entitled to receive out of the assets of the Company an amount equal to the higher of (1) the Stated Value, which was $28,048,000 as of June 30, 2016 and (2) the amount payable to the holder if it had converted the shares into common stock immediately prior to the Liquidation or Fundamental Transaction, for each share of the Purchased Preferred Stock after any distribution or payment to the holders of the Series B Preferred Stock and before any distribution or payment shall be made to the holders of the Company's existing Common Stock, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed shall be ratably distributed in accordance with respective amount that would be payable on such shares if all amounts payable thereon were paid in full, which was $12,719,260 as of June 30, 2016.

Except as required by law or as set forth in the Certificate of Designation for the Series C Preferred Stock, the Purchased Preferred Shares do not have voting rights.  While the Series C Preferred Stock is outstanding, the Company may not pay dividends on its common stock and may not redeem more than $100,000 in common stock per year.

The Purchased Preferred Shares were sold for $1,000 per share and are contingently convertible into 42,000,600 shares calculated utilizing a conversion price of $0.6678, subject to adjustment for stock splits, stock dividends, and other designated capital events.  Convertibility of the Purchased Preferred Shares is dependent upon SPI making purchases of and payments for energy storage systems under the Supply Agreement as follows:

·

The first one-fourth (the "Series C-1 Preferred Stock") of the Purchased Preferred Shares only become convertible upon the receipt of final payment for five megawatts worth of solar projects that are purchased by SPI in accordance with the Supply Agreement (the "Projects");

·

The second one-fourth (the "Series C-2 Preferred Stock") only become convertible upon the receipt of final payment for an aggregate of 15 megawatts worth of Projects;

·

The third one-fourth (the "Series C-3 Preferred Stock") only become convertible upon the receipt of final payment for an aggregate of 25 megawatts worth of Projects; and

·

The last one fourth (the "Series C-4 Preferred Stock") only become convertible upon the receipt of final payment for an aggregate of 40 megawatts worth of Projects.

The Series C Preferred Stock will not become convertible unless final payment for the Projects is received.

If SPI complies with the provisions of the Supply Agreement, as discussed below, it will make sufficient purchases for each tranche of the Purchased Preferred Shares to vest and become convertible over the next 3 years.  However, the shares will become convertible whenever final payment is received for the specified purchases, even if the payments are made later or earlier than the schedule laid out in the Supply Agreement.  As of June 30, 2016, no purchases had been made under the Supply Agreement and the Purchased Preferred Shares were therefore not convertible.

Terms of the Warrant

The Warrant entitles SPI to purchase 50,000,000 shares of the Company's common stock for an aggregate exercise price of $36,729,000, or $0.7346 per share, subject to adjustment for stock splits, stock dividends, and other designated capital transactions.  The Warrant may not be partially exercised.

The Warrant vests and becomes exercisable once SPI purchases and pays for 40 megawatts of Projects, and will not vest or become exercisable if those purchases and payments do not occur before the termination of the Warrant, which will occur, whether the Warrant has vested or not, on July 13, 2019.  Prior to exercise, the Warrant provides SPI with no voting rights.

If SPI complies with the provisions of the Supply Agreement, as discussed below, it will make sufficient purchases for the Warrant to vest and become exercisable prior to its termination.  As of June 30, 2016, no purchases had been made under the Supply Agreement and the Warrant was therefore not vested or exercisable.  As the closing price of the Company's common stock at June 30, 2016 was below the exercise price of the Warrant, the Warrant was out-of-the-money at that date.

Terms of the Supply Agreement

Pursuant to the Supply Agreement, the Company agreed to sell and SPI agreed to purchase products and services offered by the Company from time to time, including energy management system solutions for solar projects.  The Supply Agreement provides that the Company agreed to sell and SPI agreed to purchase products and related services that have an aggregated total of at least 5 megawatts of energy storage rated power output within the first year of the Supply Agreement, 15 megawatts within the first two years, 25 megawatts within the first three years, and 40 megawatts within the first four years of the Supply Agreement.  Presuming that these commitments are met, all of the Purchased Preferred Shares will become convertible and the Warrant will vest, as described above.

The Supply Agreement contains customary representations, warranties and covenants by the Company and SPI and prohibits the Company from selling lower quantities of its Products and Services (each as defined in the Supply Agreement) to other buyers at prices below those provided to SPI.  However, the Supply Agreement does not otherwise set the prices at which any Products or Services will be sold.  In addition to customary termination rights (including for an uncured material breach), either party may terminate the Supply Agreement upon one years' prior written notice to the other party; however, neither party may so terminate the Supply Agreement until all of the Purchased Preferred Shares have become convertible.

Accounting for the Securities Purchase Agreement and the Supply Agreement

At closing on July 13, 2015, the Company recognized the fair value of the Purchased Common Shares ($6.8 million, determined by reference to the closing price of the Company's common stock on the NYSE MKT) as an increase to equity.  The Company also recognized as equity the fair value of the Series C Preferred Stock ignoring the contingent convertibility on the closing date.  The closing date fair value of the Series C Preferred Stock ignoring the contingent convertibility of those shares was estimated at $13.3 million.  This price was determined using the Option-Pricing Method ("OPM") as described in the AICPA Accounting and Valuation Guide entitled Valuation of Privately-Held-Company Equity Securities Issued as Compensation and a "with" and "without" methodology to bifurcate the Series C Preferred conversion feature.  The OPM model treats the various equity securities as call options on the total equity value contingent upon each securities strike price or participation rights.  At closing of the transaction, the Black-Scholes inputs utilized for the OPM model were: (i) an aggregate equity value of $122.8 million, estimated based on the back-solve methodology to reconcile the closing common stock price ($0.85) as of the valuation date; (ii) a term of four years, in alignment with the terms of the Supply Agreement; (iii) a risk free rate of 1.4%, from the Federal Reserve Board's H.15 release as of the transaction date; (iv) a volatility of 101.3%, based on the volatility of the Company's publicly traded stock price; and (v) the performance vesting requirements of the Purchased Preferred Shares were expected to be met.

Offering expenses of $807,807 were recognized as a reduction of the offering proceeds.  The specific costs directly attributable to the Securities Purchase Agreement have been charged against the gross proceeds of the offering.

The cash received by the Company in excess of the fair value of the Purchased Common Shares and the nonconvertible attribute of the Purchased Preferred Shares was recorded as deferred revenue of $13,290,000.  This amount was allocated to the Supply Agreement under which the Company expects to perform in the future.  The deferred revenue will be recognized as revenue as sales occur under the Supply Agreement.

Because the Purchased Preferred Shares will only become convertible when the Company receives final payment for the stated purchases under the Supply Agreement, the value of the conversion option on each tranche of Series C Preferred Stock will be recognized as a sales incentive (a reduction of revenue) and an addition to equity as purchases that lead towards convertibility of that tranche occur, so long as the Company believes it is probable that the particular tranche will become convertible, pursuant to guidance in FASB ASC Topic 605-50, "Revenue Recognition – Customer Payments and Incentives."

Because the Warrant will only vest and become exercisable if SPI makes sufficient purchases under the Supply Agreement, the same guidance provides that the fair value of the Warrant be recognized as a sales incentive (a reduction of revenue) and an addition to equity as sales occur, so long as the Company believes it is probable that SPI will make sufficient purchases during the term of the Warrant for the Warrant to vest.

As SPI does not face a penalty for not purchasing Projects under the Supply Agreement beyond the convertibility of the Purchased Preferred Shares and the loss of the Warrant, FASB ASC Topic 505-50, "Equity – Equity-Based Payments to Non-Employees," requires that the fair value of each tranche of Series C Preferred Stock be updated at each reporting date until that tranche vests according to its terms, and that the fair value of the Warrant be updated at each reporting date until the Warrant vests according to its terms.

As of June 30, 2016, the value of the conversion option on the Series C Preferred Stock was estimated to be $6.10 million and the value of the Warrant was estimated to be $1.31 million, which was determined using the Option-Pricing Method ("OPM") as described in the AICPA Accounting and Valuation Guide entitled Valuation of Privately-Held-Company Equity Securities Issued as Compensation and a "with" and "without" methodology to bifurcate the Series C Preferred conversion feature.  The OPM model treats the various equity securities as call options on the total equity value contingent upon each security's strike price or participation rights.  At June 30, 2016, the Black-Scholes inputs utilized for the OPM model were: (i) an aggregate equity value of $41.01 million, estimated based on the back-solve methodology to reconcile the closing common stock price ($0.37) as of the valuation date; (ii) a term of 3.0 years, in alignment with the terms of the Supply Agreement; (iii) a risk free rate of 0.71%, from the Federal Reserve Board's H.15 release as of the transaction date; (iv) a volatility of 111.9%, based on the volatility of the Company's publicly traded stock price; and (v) the performance vesting requirements of the equity instruments were expected to be met.

As no sales under the Supply Agreement occurred prior to June 30, 2016, no revenue has been recognized pursuant to the Supply Agreement, and no amounts related to the convertibility option on the Series C Preferred Stock or the Warrant have been reflected in the financial statements.

Terms of Governance Agreement

In connection with the closing and pursuant to the Securities Purchase Agreement the Company entered into a Governance Agreement with SPI (the "Governance Agreement").  Under the Governance Agreement, SPI is entitled to nominate one director to the Company's board of directors for so long as SPI holds at least 10,000 Purchased Preferred Shares or 25 million shares of Common Stock or Common Stock equivalents (the "Requisite Shares").  Additionally, for so long as SPI holds the Requisite Shares (1) following the time at which the Series C-2 Preferred Stock shall have become convertible in full, SPI shall be entitled to nominate a total of two directors and (2) following the time at which the Series C-3 Preferred Stock shall have become convertible in full, SPI shall be entitled to nominate a total of three directors; provided in no event shall SPI be entitled to nominate a number of directors to the Board that would represent a percentage of the Board greater than the percentage determined by dividing the number of Common Stock Equivalents held by SPI by the sum of (A) the total shares of the Company's Common Stock outstanding and (B) the number of shares of Common Stock into which the Preferred Stock held by SPI is convertible.

The Governance Agreement provides that for so long as SPI holds the Requisite Shares, the Company will not take any of the following actions without the affirmative vote of SPI: (a) change the conduct by the Company's business; (b) change the number or manner of appointment of the directors on the board; (c) cause the dissolution, liquidation or winding-up of the Company or the commencement of a voluntary proceeding seeking reorganization or other similar relief; (d) other than in the ordinary course of conducting the Company's business, cause the incurrence, issuance, assumption, guarantee or refinancing of any debt if the aggregate amount of such debt and all other outstanding debt of the Company exceeds $10 million; (e) cause the acquisition, repurchase or redemption by the Company of any securities junior to the Purchased Preferred Shares; (f) cause the acquisition of an interest in any entity or the acquisition of a substantial portion of the assets or business of any entity or any division or line of business thereof or any other acquisition of material assets, in any such case where the consideration paid exceeds $2 million, or cause the Company to engage in other Fundamental Transactions (as defined in the certificate of designation of preferences, rights and limitations of the Series C Convertible Preferred Stock); (g) cause the entering into by the Company of any agreement, arrangement or transaction with an affiliate that calls for aggregate payments (other than payment of salary, bonus or reimbursement of reasonable expenses) in excess of $120,000; (h) cause the commitment to capital expenditures in excess of $7 million during any fiscal year; (i) cause the selection or replacement of the auditors of the Company; (j) enter into of any partnership, consortium, joint venture or other similar enterprise involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $5 million; (k) amend or otherwise change its Articles of Incorporation or by-laws or equivalent organizational documents of the Company or any subsidiary in any manner that materially and adversely affects any rights of SPI; (l) amend or otherwise change the Articles of Incorporation or by-laws or equivalent organizational documents of any Subsidiary in any manner; (m) grant, issue or sell any equity securities (with certain limited exceptions); (n) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock; provided, however, that the dividends called for by Section 3(b) of the Certificate of Designation of Preferences, Rights and Limitations of the Company's Series B Convertible Preferred Stock shall nonetheless continue to accrue and accumulate on each share of the Company's Series B Convertible Preferred Stock; (o) reclassify, combine, split or subdivide, directly or indirectly, any of its capital stock; (p) permit any item of material intellectual property to lapse or to be abandoned, dedicated, or disclaimed, fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required or advisable to maintain and protect its interest in such intellectual property; or (q) enter into any contract, arrangement, understanding or other similar agreement with respect to any of the foregoing.

Additionally, the Governance Agreement provides a preemptive right to SPI in the case of issuances of equity securities.  As of June 30, 2016, SPI owned approximately 17% of the Company's outstanding common stock.

NOTE 3 - CHINA JOINT VENTURE

On August 30, 2011, the Company entered into agreements providing for establishment of a joint venture to develop, produce, sell, distribute and service advanced storage batteries and power electronics in China (the "Joint Venture").  Joint Venture partners include ZBB PowerSav Holdings Limited ("Holdco"), AnHui XinLong Electrical Co. and Wuhu Huarui Power Transmission and Transformation Engineering Co.  The Joint Venture was established upon receipt of certain governmental approvals from China which were received in November 2011.

The Joint Venture operates through a jointly-owned Chinese company located in Wuhu City, Anhui Province named Anhui Meineng Store Energy Co., Ltd. ("Meineng Energy").  Meineng Energy intends to initially assemble and ultimately manufacture the Company's products for sale in the power management industry on an exclusive basis in mainland China and on a non-exclusive basis in Hong Kong and Taiwan.  In addition, Meineng Energy manufactures certain products for EnSync pursuant to a supply agreement under which we pay Meineng Energy 120% of its direct costs incurred in manufacturing such products.

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

In connection with the Joint Venture, on August 30, 2011 the Company and certain of its subsidiaries entered into the following agreements:

·

Joint Venture Agreement of Anhui Meineng Store Energy Co., Ltd. (the "China JV Agreement") by and between ZBB PowerSav Holdings Limited, a Hong Kong limited liability company, and Anhui Xinrui Investment Co., Ltd, a Chinese limited liability company; and,

·

Limited Liability Company Agreement of ZBB PowerSav Holdings Limited by and between ZBB Cayman Corporation and PowerSav New Energy Holdings Limited (the "Holdco Agreement").

In connection with the Joint Venture, upon establishment of Meineng Energy, the Company and certain of its subsidiaries entered into the following agreements:

·

Management Services Agreement by and between Meineng Energy and Holdco (the "Management Services Agreement");

·

License Agreement by and between Holdco and Meineng Energy (the "License Agreement"); and,

·

Research and Development Agreement by and between the Company and Meineng Energy (the "Research and Development Agreement").

Pursuant to the China JV Agreement, Meineng Energy was capitalized with approximately $13.6 million of equity capital.  The Company's only capital contributions to the Joint Venture were the contribution of technology to Meineng Energy via the License Agreement and $200,000 in cash.  The Company's indirect interest in Meineng Energy equaled approximately 33%.  On August 12, 2014, Meineng Energy received a cash investment of 20,000,000 RMB (approximately $3.2 million) from Wuhu Fuhai-Haoyan Venture Investment, L.P., a branch of Shenzhen Oriental Fortune Capital Co., Ltd., for a post-closing equity position of 8%.  Required governmental approval was obtained in October 2014.  This investment capital will be used to fund ongoing operations and development of the China market, and provided Meineng Energy a 250,000,000 RMB (approximately $42 million) post-closing valuation.  Following this investment, the Company's indirect investment in Meineng Energy equals approximately 30%.  The Company's indirect gain as a result of the investment was $775,537, which is net of the gain attributable to the noncontrolling interest of $481,870.

The Company's investment in Meineng Energy was made through Holdco.  Pursuant to the Holdco Agreement, the Company contributed technology to Holdco via a license agreement with an agreed upon value of approximately $4.1 million and $200,000 in cash in exchange for a 60% equity interest.  PowerSav agreed to contribute to Holdco $3.3 million in cash in exchange for a 40% equity interest.  The initial capital contributions (consisting of the Company's technology contribution and one half of required cash contributions) were made in December 2011.  The subsequent capital contributions (consisting of one half of the required cash contribution) were made on May 16, 2012.  For financial reporting purposes, Holdco's assets and liabilities are consolidated with those of the Company and PowerSav's 40% interest in Holdco is included in the Company's consolidated financial statements as a noncontrolling interest.  As of June 30, 2016, the Company's indirect investment in the China JV was $752,986.

The Company's basis in the technology contributed to Holdco was $0 due to US GAAP requirements related to research and development expenditures.  The difference between the Company's basis in this technology and the valuation of the technology by Meineng Energy of approximately $4.1 million is accounted for by the Company through the elimination of the amortization expense recognized by Meineng Energy related to the technology.

The Company has the right to appoint a majority of the members of the Board of Directors of Holdco and Holdco has the right to appoint a majority of the members of the Board of Directors of Meineng Energy.

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

Pursuant to the License Agreement (as amended on July 1, 2014), Holdco granted to Meineng Energy (1) an exclusive royalty-free license to manufacture and distribute the Company's ZBB EnerStore, zinc bromide flow battery, version three (V3) (50KW) (and any other zinc bromide flow battery product developed internally by us based on the V3 EnerStore, ranging from 50kWh to 500kWh module design) and ZBB EnerSection, power and energy control center (up to 250KW) (the "Products") in mainland China in the power supply management industry and (2) a non-exclusive royalty-free license to manufacture and distribute the Products in Hong Kong and Taiwan in the power supply management industry.

Pursuant to the Research and Development Agreement, Meineng Energy may request the Company to provide research and development services upon commercially reasonable terms and conditions.  Meineng Energy would pay the Company's fully-loaded costs and expenses incurred in providing such services.

Activity with Meineng Energy for the years ended and as of June 30, 2016 and June 30, 2015 is summarized as follows:

		Year ended June 30,
		2016				2015
Product sales to Meineng Energy		$	114,729			$	70,328
Cost of product sales to Meineng Energy			46,497				55,550
Product purchases from Meineng Energy			1,048,118				482,161
		As of June 30,
			2016				2015
Net amount due from (due to) Meineng Energy		$	(85,011	)		$	(250,562	)

The operating results for Meineng Energy for the years ended June 30, 2016 and June 30, 2015 are summarized as follows:

		Year ended June 30,
		2016				2015
Revenues		$	978,595			$	588,190
Gross Profit (loss)			(4,164	)			(197,957	)
Income (loss) from operations			(1,558,807	)			(2,095,980	)
Net Income (loss)			(1,509,762	)			(2,046,548	)

NOTE 4 - BUSINESS COMBINATION

On August 17, 2015 (the "Closing Date"), Holu Energy LLC ("Holu"), the Company's 85%-owned subsidiary, entered into an Asset Purchase Agreement under which Holu acquired substantially all of the assets of Tian Shan Renewable Energy LLC ("Seller").  The transaction was accounted for as a business combination under US GAAP.  The primary reason for the business acquisition was to penetrate the Hawaii and Pacific market in general, by acquiring a local team of respected expertise, solid projects, and healthy pipeline.

The aggregate purchase consideration has been allocated to the assets acquired, including customer intangible assets, based on their respective fair values.  Measurement period adjustments based on new information obtained after the acquisition date have been recorded as a change in goodwill (bargain purchase) as allowed under ASC 805-10, Business Combinations – Overall.  The fair values of the assets purchased approximate the unbilled portion of each contract per the original terms of the contracts.  The business acquisition resulted in the recognition of $6,283 of goodwill attributable to the anticipated profitability of Tian Shan Renewable Energy LLC.  Calculation of the goodwill was measured as follows:

Fair value of the consideration transferred		$	327,126
Identifiable net assets acquired			320,843
Goodwill		$	6,283

The fair value of total consideration paid includes (1) $225,829 of cash, and (2) $101,297 of contingent consideration.  The contingent consideration is comprised of 20% of the value of the unbilled portions of certain purchased assets.  Holu will pay immediately to the Seller any amount of the contingent consideration collected in full after the closing date.  Holu is not obligated to pay the Seller any amount not collected in full after six months after the date of a project's completion.  All acquired projects are expected to be completed and billed within the next 12 months.  As of June 30, 2016, none of the contingent liability has been settled and the Company expects to pay the entire contingent consideration.

The following table summarizes the fair value of the assets acquired as of the date of acquisition:

Project assets		$	151,522
Customer intangible assets			169,321
Identifiable net assets		$	320,843

In addition to the consideration paid for the assets identified above, the Company settled pre-existing transactions that were accounted for separately in the amount of $171,205.  These transactions related to development and consulting services provided to the Company by the Seller prior to the acquisition date.  $159,205 of the development fees were initially capitalized within the "Project assets" line of the Company's balance sheet and subsequently recognized within "Cost of product revenue" and $12,000 has been recognized in the "Selling, general, and administrative" expense line of the Company's  consolidated statements of operations.  The development and consulting services were settled with cash based on the original contract prices.

The amounts of revenue and net operating income (loss) of Holu included in the Company's consolidated statement of income from the date of acquisition of August 17, 2015 to the period ending June 30, 2016 are as follows:

Total product sales		$	263,638
Net loss		$	(641,452	)

For financial reporting purposes, Holu's assets and liabilities are consolidated with those of the Company and the minority shareholder's 15% interest in Holu is included in the Company's consolidated financial statements as a noncontrolling interest.

Pro-forma results of operations have not been presented because the effects of the acquired operations were not material individually or in the aggregate.

Acquisition Related Expenses

Included in the consolidated statement of operations for the period from August 17, 2015 to June 30, 2016 were transaction expenses totaling approximately $33,700 for advisory and legal costs incurred in connection with the business acquisition.

NOTE 5 - MANAGEMENT'S PLANS AND FUTURE OPERATIONS

The accompanying consolidated financial statements have been prepared on the basis of a going concern which contemplates that the Company will be able to realize assets and discharge its liabilities in the normal course of business.  Accordingly, they do not give effect to any adjustments that would be necessary should the Company be required to liquidate its assets.  The Company incurred a net loss of $17,876,058 attributable to EnSync, Inc. for the year ended June 30, 2016, and as of June 30, 2016 had an accumulated deficit of $120,550,108 and total EnSync, Inc. equity of $16,635,688.  The ability of the Company to settle its total liabilities of $16,234,912 and to continue as a going concern is dependent upon increasing revenues and achieving profitability.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

We believe that cash and cash equivalents on hand at June 30, 2016 and other potential sources of cash, will be sufficient to fund our current operations through the first quarter of fiscal year 2018  However, there can be no assurances that unforeseen circumstances will not require the Company to raise additional investment capital to fund its operations.  If the Company is unable to obtain additional required funding, the Company's financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations.

NOTE 6 - INVENTORIES

Net inventories are comprised of the following:

		As of June 30,
		2016				2015
Raw materials		$	1,857,471			$	1,125,251
Work in progress			12,471				72,866
Total		$	1,869,942			$	1,198,117

NOTE 7 – NOTE RECEIVABLE

On September 23, 2014, the Company was issued a $150,000 convertible promissory note from an unrelated party.  The note accrues interest at 8% per annum on the outstanding principal amount.  The note matures on the earlier of (a) the date on which the unrelated party has secured a total of $500,000 or more in additional financing from any source or (b) December 31, 2016, and is classified as "Note receivable" in the financial statements.  If at the maturity date the note and accrued interest has not been paid in full, the Company may convert the principal and interest outstanding into shares of the unrelated party's convertible preferred stock at the then-current valuation.

NOTE 8 - PROPERTY, PLANT & EQUIPMENT

Property, plant, and equipment are comprised of the following:

		As of June 30,
		2016				2015
Land		$	217,000			$	217,000
Building and improvements			3,931,129				3,532,375
Manufacturing equipment			3,953,788				3,965,750
Office equipment			424,359				407,191
Construction in process			-				35,700
Total, at cost			8,526,276				8,158,016
Less: accumulated depreciation			(4,637,170	)			(3,993,104	)
Property, plant and equipment, net		$	3,889,106			$	4,164,912

The Company recorded depreciation expense of $679,303 and $644,790 for the years ended June 30, 2016 and June 30, 2015, respectively.

NOTE 9 - GOODWILL

The Company acquired ZBB Technologies, Inc., a former wholly-owned subsidiary, through a series of transactions in March 1996.  ZBB Technologies Inc. was subsequently merged with and into EnSync, Inc. on January 1, 2012.  The goodwill amount of $1.134 million, the difference between the price paid for ZBB Technologies, Inc. and the net assets of the acquisition, amortized through fiscal 2002, resulted in the net goodwill amount of $803,079.

During fiscal year 2016, the Company recorded goodwill totaling $6,284 in connection with the Tian Shan Renewable Energy LLC business acquisition.  See Note 4 for further information.

Information with respect to the carrying amount of goodwill is as follows:

Balance at June 30, 2015		$	803,079
Goodwill acquired during the year			6,284
Balance at June 30, 2016		$	809,363

NOTE 10 - DEBT

The Company's debt consisted of the following:

		As of June 30,
		2016				2015
Current maturities of long-term debt		$	332,707			$	324,626
Long-term debt			1,057,720				1,053,581
Total		$	1,390,427			$	1,378,207

 

Bank loans, notes payable, and other debt consisted of the following:

		As of June 30,
		2016				2015
Note payable to Wisconsin Econcomic Development Corporation payable in monthly installments of $23,685, including interest at 2%, with		$	534,009			$	804,550
the final payment due May 1, 2018; collateralized by equipment purchased with the loan proceeds and substantially all assets of the Company not otherwise collateralized. The Company is required to maintain and increase by a specified number of employees, and the interest rate is increased in certain cases for failure to meet this requirement.
Bank loan payable in fixed monthly installments of $6,800 of principal and interest at a rate of 0.25% below prime, as defined, subject to a			524,592				573,657
floor of 5% with any remaining principal and interest due at maturity on June 1, 2018; collateralized by the building and land.
Equipment finance obligation, interest payable in quarterly installments ranging between $1,510 and $2,555 at an imputed interest rate of			331,826				-
approximately 2.44% over 20 years. See Note 15 for discussion of sale-leaseback transaction.
		$	1,390,427			$	1,378,207

Maximum aggregate annual principal payments for fiscal periods subsequent to June 30, 2016 are as follows:

2017		$	332,707
2018			317,514
2019			408,380
2020			-
2021			-
2022 and thereafter			331,826
		$	1,390,427

NOTE 11 - EMPLOYEE AND DIRECTOR EQUITY INCENTIVE PLANS

The Company previously adopted the 2002 Stock Option Plan ("2002 Plan") in which a stock option committee could grant up to 1,000,000 shares to key employees or non-employee members of the board of directors.  The options vest in accordance with specific terms and conditions contained in an employment agreement.  If vesting terms and conditions are not defined in an employment agreement, then the options vest as determined by the stock option committee.  If the vesting period is not defined in an employment agreement or by the stock option committee, then the options immediately vest in full upon death, disability, or termination of employment.  Vested options expire upon the earlier of either the five year anniversary of the vesting date or termination of employment.  No shares are available to be issued under the 2002 Plan.

The Company also previously adopted the 2007 Equity Incentive Plan ("2007 Plan") that authorized the board of directors or a committee to grant up to 300,000 shares to employees and directors of the Company.  Unless defined in an employment agreement or otherwise determined, the options vest ratably over a three-year period.  Options expire 10 years after the date of grant.  No shares are available to be issued under the 2007 Plan.

In November 2010, the Company adopted the 2010 Omnibus Long-Term Incentive Plan ("Omnibus Plan") which authorizes a committee of the board of directors to grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other stock-based awards, and cash awards.  The Omnibus Plan authorized up to 800,000 shares plus shares of Common Stock underlying any outstanding stock option of other awards granted by any predecessor employee stock plan of the Company that is forfeited, terminated, or cancelled without issuance of shares, to employees, officers, non-employee members of the board of directors, consultants, and advisors.  Unless otherwise determined, options vest ratably over a three-year period and expire 8 years after the date of grant.

At the annual meeting of shareholders held on November 7, 2012, the Company's shareholders approved an amendment of the Omnibus Plan which increased the number of shares of the Company's common stock available for issuance pursuant to awards under the Omnibus Plan by 900,000 shares and the creation of the 2012 Non-Employee Director Equity Compensation Plan ("2012 Director Equity Plan"), under which the Company may issue up to 700,000 restricted stock unit awards and other equity awards to our non-employee directors pursuant to the Company's director compensation policy.

At the annual meeting of shareholders held on November 18, 2014, the Company's shareholders approved an amendment of the Omnibus Plan which increased the number of shares of the Company's common stock available for issuance pursuant to awards under the Omnibus Plan by 1,250,000.  The shareholders also approved an amendment of the 2012 Director Equity Plan which increased the number of shares of the Company's common stock available for issuance pursuant to awards under the 2012 Director Equity Plan by 1,000,000.

At the annual meeting of shareholders held on November 17, 2015, the Company's shareholders approved an amendment of the Omnibus Plan which increased the number of shares of the Company's common stock available for issuance pursuant to awards under the Omnibus Plan by 5,000,000.  The shareholders also approved an amendment of the 2012 Director Equity Plan which increased the number of shares of the Company's common stock available for issuance pursuant to awards under the 2012 Director Equity Plan by 1,500,000.  As of June 30, 2016, there were a total of 676,350 shares available to be issued under the Omnibus Plan and 1,092,804 shares available to be issued under the 2012 Director Equity Plan.

In aggregate for all plans, at June 30, 2016, there were a total of 6,111,360 options and 4,029,244 RSUs outstanding.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing method.  The Company uses historical data to estimate the expected price volatility, the expected option life and the expected forfeiture rate.  The Company has not made any dividend payments nor does it have plans to pay dividends in the foreseeable future.  The following assumptions were used to estimate the fair value of options granted during the years ended June 30, 2016 and June 30, 2015 using the Black-Scholes option-pricing model:

		Year ended June 30,
		2016		2015
Expected life of option (years)		4		4
Risk-free interest rate		0.85 - 1.50%		1.07 - 1.42%
Assumed volatility		100.77 - 104.65%		99.43 - 103.90%
Expected dividend rate		0.00%		0.00%
Expected forfeiture rate		6.22 - 12.63%		5.00 - 6.32%

Time-vested and performance-based stock awards, including stock options and RSUs are accounted for at fair value at date of grant.  Compensation expense is recognized over the requisite service and performance periods.

During the years ended June 30, 2016 and June 30, 2015, the Company's results of operations include compensation expense for stock options and RSUs granted under its various equity incentive plans.  The amount recognized in the consolidated financial statements related to stock-based compensation was $1,274,616 and $1,263,529, based on the amortized grant date fair value of options and RSUs during the years ended June 30, 2016, and June 30, 2015 respectively.

Information with respect to stock option activity is as follows:

		Number of Options				Weighted Average Exercise Price			Average Remaining Contractual Life (in years)
Balance at June 30, 2014			1,419,068			$	3.23
Options granted			423,000				0.85
Options forfeited			(264,290	)			3.22
Balance at June 30, 2015			1,577,778				2.60				5.74
Options granted			4,782,100				0.49
Options forfeited			(248,518	)			4.16
Balance at June 30, 2016			6,111,360			$	0.88				5.18

The following table summarizes information relating to the stock options outstanding as of June 30, 2016:

					Outstanding												Exercisable
Range of Exercise Prices					Number of Options				Average Remaining Contractual Life (in years)				Weighted Average Exercise Price				Number of Options				Average Remaining Contractual Life (in years)				Weighted Average Exercise Price
	$	0.28 to $1.00				5,076,150				7.42			$	0.50				550,550				6.66			$	0.58
	$	1.01 to $2.50				722,260				5.76				1.51				395,493				5.49				1.69
	$	2.51 to $5.00				98,400				2.99				3.95				98,400				2.99				3.95
	$	5.01 to $6.95				214,550				1.81				6.47				214,550				1.81				6.47
Balance at June 30, 2016						6,111,360				6.96			$	0.88				1,258,993				5.18			$	2.20

During the year ended June 30, 2016, options to purchase 4,782,100 shares were granted to employees exercisable at $0.28 to $0.85 per share based on various service-based and performance-based vesting terms from July 2015 through June 2019 and exercisable at various dates through June 2024.  During the years ended June 30, 2015, options to purchase 423,000 shares were granted to employees exercisable at $0.48 to $1.67 per share based on service based vesting terms from July 2014 through June 2018 and exercisable at various dates through June 2023.

The aggregate intrinsic value of outstanding options totaled $18,361 and was based on the Company's adjusted closing stock price of $0.37 as of June 30, 2016.

A summary of the status of unvested employee stock options as of June 30, 2016 and June 30, 2015 and changes during the years then ended is presented below:

		Number of Options				Weighted Average Grant Date Fair Value Per Share			Average Remaining Contractual Life (in years)
Balance at June 30, 2014			822,469			$	1.63
Options granted			423,000				0.85
Options vested			(347,328	)			1.42
Options forfeited			(121,616	)			2.31
Balance at June 30, 2015			776,525				1.19
Options granted			4,782,100				0.49
Options vested			(596,993	)			0.89
Options forfeited			(109,265	)			0.88
Balance at June 30, 2016			4,852,367			$	0.54		7.40

Total fair value of options granted for the years ended June 30, 2016 and June 30, 2015 was $1,638,832 and $250,771, respectively.  At June 30, 2016, there was $960,447 in unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.7 years.

The Company compensates its directors with RSUs and cash.  On November 17, 2015, 864,000 RSUs were granted to the Company's directors in partial payment of director's fees through November 2016 under the 2012 Director Equity Plan.  As of June 30, 2016, 648,000 of the RSUs from the November 17, 2015 grant had vested and there were $414,000 in director's fees expense settled with RSUs for the year ended June 30, 2016.

On November 17, 2015, the Company's CEO was awarded 1,500,000 RSUs.  750,000 of these RSUs vest over three years, beginning on November 17, 2016.  The remaining 750,000 of these RSUs vest upon the satisfaction of certain performance targets that must be met on or before June 30, 2019.

As of June 30, 2016, there were 1,716,000 of unvested RSUs and $739,302 in unrecognized compensation cost.  Generally, shares of common stock related to vested RSUs are to be issued six months after the holder's separation from service with the Company.

The table below summarizes the activity of the RSUs for the years ended June 30, 2016 and June 30, 2015:

		Number of Restricted Stock Units				Weighted Average Valuation Price Per Unit
Balance at June 30, 2014			1,346,813			$	1.87
RSUs granted			922,500				1.05
RSUs forfeited			(103,334	)			1.69
Shares issued			(229,944	)			0.80
Balance at June 30, 2015			1,936,035				1.53
RSUs granted			2,364,000				0.50
Shares issued			(270,791	)			0.63
Balance at June 30, 2016			4,029,244			$	1.03

At June 30, 2016 and at June 30, 2015, the following warrants to purchase the Company's common stock were outstanding and exercisable:

·

81,579 warrants exercisable at $0.95 per share and which expire in September 2016 issued as placement agent's compensation in connection with the sale of $3.0 million of preferred stock on September 27, 2013 as described in Note 14.

·

1,710,525 warrants exercisable at $0.95 per share and which expire in September 2016 issued in connection with Securities Purchase Agreements entered into with certain investors providing for the sale of a total of $3.0 million of preferred stock on September 27, 2013 described in Note 14.  In March 2014, 1,447,369 warrants were exercised via a cashless exercise resulting in the issuance of 850,169 shares of common stock of the Company.

·

15,000 warrants were exercisable at $2.10 per share and expired in July 2015 issued as partial payment for services.

·

45,000 warrants are exercisable at $0.37 per share and expire in February 2019 issued as partial payment for services.

·

306,902 warrants exercisable at $2.375 per share and which expire in June 2017 issued in connection with the Underwriting Agreement entered into with MDB Capital Group, LLC as part of underwriting compensation which provided for the sale of $12 million of common stock on June 19, 2012.  In March 2014, 272,159 warrants were exercised via a cashless exercise resulting in the issuance of 53,048 shares of common stock of the Company.

·

511,604 warrants exercisable at $2.65 per share and which expire in May 2017 issued in connection with Securities Purchase Agreements entered into with certain investors providing for the sale of a total of $2,465,000 of Zero Coupon Convertible Subordinated Notes on May 1, 2012.

·

6,300 warrants were exercisable at $5.00 per share and expired in July 2015 issued as partial payment for services.

·

224,375 warrants were exercisable at $5.20 per share and expired in September 2015 issued to certain purchasers of Company shares in March 2010.

·

71,667 warrants were exercisable at $6.65 per share and expired in August 2015 issued to certain purchasers of Company shares in August 2009.

The table below summarizes warrant balances and activity for the years ended June 30, 2016 and June 30, 2015:

		Number of Warrants				Weighted Average Exercise Price Per Share
Balance at June 30, 2014			2,933,752			$	1.88
Warrants granted			-				-
Warrants expired			(5,800	)			5.00
Warrants exercised			-				-
Balance at June 30, 2015			2,927,952				1.88
Warrants granted			45,000				0.37
Warrants expired			(317,342	)			5.38
Warrants exercised			-				-
Balance at June 30, 2016			2,655,610			$	1.43

NOTE 13 – BASIC AND DILUTED NET LOSS PER SHARE

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period reported.  Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding for the period reported.  Diluted potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock.  In computing diluted net loss per share for the years ended June 30, 2016 and June 30, 2015, no adjustment has been made to the weighted average outstanding common shares as the assumed exercise of outstanding options and warrants and conversion of preferred stock is anti-dilutive.

Potential common shares not included in calculating diluted net loss per share are as follows:

		As of June 30,
		2016				2015
Stock options and restricted stock units			10,140,604				3,513,813
Stock warrants			2,655,610				2,927,952
Series B preferred shares			3,176,631				3,221,964
Total			15,972,845				9,663,729

NOTE 14 - EQUITY

Amendment to the Articles of Incorporation

On November 17, 2015, the Company filed with the Wisconsin Department of Financial Institutions an amendment to the Company's Articles of Incorporation (the "Articles of Amendment") increasing the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares.  The Articles of Amendment were approved by the Company's shareholders on November 17, 2015.

SPI Energy Co., Ltd. Securities Purchase Agreement

On July 13, 2015 we entered into a Securities Purchase Agreement (the "Purchase Agreement") with SPI Energy Co., Ltd. ("SPI"), (formerly known as Solar Power, Inc.), pursuant to which we sold SPI for an aggregate purchase price of $33,390,000 a total of (i) 8,000,000 shares of common stock (the "Purchased Common Shares") and (ii) 28,048 shares of Series C Convertible Preferred Stock (the "Purchased Preferred Shares") which are convertible, subject to the completion of projects under our supply agreement with SPI (as described below), into a total of up to 42,000,600 shares of Common Stock.  The aggregate purchase price for the Purchased Common Shares was based on a purchase price per share of $0.6678 and the aggregate purchase price for the Purchased Preferred Shares was determined based on a price of $0.6678 per common share equivalent.  Pursuant to the Purchase Agreement, SPI was also issued a warrant to purchase 50,000,000 shares of Common Stock for an aggregate purchase price of $36,729,000 (the "Warrant").

In connection with the Purchase Agreement, the Company incurred $807,807 of financing related costs.  The specific costs directly attributable to the Purchase Agreement have been charged against the gross proceeds of the offering.

The Company also entered into a supply agreement with SPI pursuant to which the Company agreed to sell and SPI agreed to purchase certain products and services offered by the Company from time to time, including certain energy management system solutions for solar projects (the "Supply Agreement").

The Purchase Preferred Shares were sold for $1,000 per share and are convertible at a conversion price of $0.6678 provided that (A) the first one-fourth (the "Series C-1 Preferred Stock") of the Purchased Preferred Shares only become convertible upon the completion of five megawatts worth of solar projects in accordance with the Supply Agreement (the "Projects"), (B) the second one-fourth (the "Series C-2 Preferred Stock") only become convertible upon the completion of 15 megawatts worth of Projects, (C) the third one-fourth (the "Series C-3 Preferred Stock") only become convertible upon the completion of 25 megawatts worth of Projects, and (D) the last one-fourth (the "Series C-4 Preferred Stock") only become convertible upon the completion of 40 megawatts worth of Projects.  The Warrant represents the right to acquire 50,000,000 shares of Common Stock at an exercise price equal to $0.7346.  The Warrant only becomes exercisable upon the completion of 40 megawatts worth of Projects.

August 27, 2014 Underwritten Public Offering

On March 13, 2013, the Company entered into a Common Stock Purchase Agreement ("Common Stock Purchase Agreement") with Aspire Capital Fund, LLC, an Illinois limited liability company ("Aspire Capital"), which provided that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital was committed to purchase up to an aggregate of $10 million of shares of the Company's common stock over the two-year term of the Common Stock Purchase Agreement.  On August 18, 2014, the Company provided notice to Aspire Capital electing to terminate the Common Stock Purchase Agreement.

On August 27, 2014, the Company completed an underwritten public offering of its common stock at a price to the public of $1.12 per share.  The Company sold a total of 13,248,000 shares of its common stock in the offering for aggregate proceeds of approximately $14.8 million.  The Company received approximately $13.7 million of net proceeds from the offering, after deducting the underwriting discount and expenses.

March 19, 2014 Underwritten Public Offering

On March 19, 2014, the Company completed an underwritten public offering of its common stock at a price to the public of $2.25 per share.  The Company sold a total of 6,325,000 shares of its common stock in the offering for aggregate proceeds of approximately $14.2 million.  The Company received approximately $13.0 million of net proceeds from the offering, after deducting the underwriting discount and expenses.

Series B Convertible Preferred Stock Securities Purchase Agreement

On September 26, 2013 the Company entered into a Securities Purchase Agreement with certain investors providing for the sale of 3,000 shares of Series B Convertible Preferred Stock (the "Preferred Stock").  Certain Directors of the Company purchased 500 shares.

Shares of Preferred Stock were sold for $1,000 per share (the "Stated Value") and accrue dividends on the Stated Value at an annual rate of 10%.  The net proceeds to the Company, after deducting $96,966 of offering costs, were $2,903,004.  During the year ended June 30, 2014, 425 shares of Preferred Stock were converted into 470,171 shares of common stock of the Company.  During the year ended June 30, 2016, 275 shares of Preferred Stock were converted into 352,696 shares of common stock of the Company.  At June 30, 2016, 2,300 shares of Preferred Stock were convertible into 3,176,631 shares of common stock of the Company ("Common Stock") at a conversion price equal to $0.95.  Upon any liquidation, dissolution or winding up of the Company, holders of Preferred Stock are entitled to receive out of the assets of the Company an amount equal to two times the Stated Value, plus any accrued and unpaid dividends thereon.  At June 30, 2016 the liquidation preference of the Preferred Stock was $5,317,800.

In connection with the purchase of the Preferred Stock, investors received warrants to purchase a total of 3,157,895 shares of Common Stock at an exercise price of $0.95.  The warrants are exercisable at any time prior to September 27, 2016.  During the year ended June 30, 2014, 1,447,370 warrants were exercised via a cashless exercise resulting in the issuance of 850,169 shares of common stock of the Company.  In addition, the Company issued a total of 81,579 warrants to a placement agent in connection with the transaction.  These warrants expire on September 27, 2016.

NOTE 15 - COMMITMENTS

Asset Retirement Obligations

FASB ASC Topic 410, "Asset Retirement and Environmental Obligations," requires the fair value of a liability for an asset retirement obligation be recorded in the period in which it is incurred if a reasonable estimate of fair value can be made and that the associated asset retirement costs be capitalized as part of the carrying amount of the long-lived asset.  The retirement obligation relates to estimated costs for the removal and shipment of a solar power system under an equipment lease.  Accrued asset retirement obligations are recorded at net present value and discounted over the life of the lease.  The Company had an asset retirement obligation of $18,759 as of June 30, 2016 and none as of June 30, 2015.  The asset retirement obligation is classified as "Other long-term liabilities" in the consolidated balance sheets.  The table below summarizes the asset retirement obligation balances and activity:

		As of June 30,
		2016				2015
Balance at beginning of period		$	-			$	-
Liabilities incurred			18,527				-
Accretion expense			232				-
Balance at end of period		$	18,759			$	-

Leasing Activities

Sale-leaseback Transactions

During the year ended June 30, 2016, the Company entered into a sale-leaseback transaction with a non-related party.  The Company evaluated the transaction under FASB ASC Subtopic 842-40, "Sale and Leaseback Transactions" and concluded that the transfer of the asset did not qualify as a sale and is accounted for in accordance with other Topics.  The liability is presented in the debt table in Note 10 as an equipment financing obligation.

Operating Leases

The Company leases office space in Madison, Wisconsin from a non-related company under the terms of a lease that expires October 31, 2017.  Monthly rent for the first twelve months of the lease is $1,580 and increases by 3% for each succeeding 12 month period.

The Company leased an Australian research and development facility from a non-related Australian company under the terms of a lease that was due to expire on October 31, 2016.  Subsequently, the Company entered into a lease termination agreement that was effective January 1, 2016.  The Company was required to pay a rent shortfall of $36,521 and a leasing fee of $7,313.

Operating lease expense recognized during the years ended June 30, 2016 and June 30, 2015 was $100,715 and $87,568, respectively.  Operating lease expense is included in operating expenses in the consolidated statements of operations.  As of June 30, 2016 and June 30, 2015, the carrying value of the right of use asset was $27,264 and $85,656, respectively, and is separately stated on the consolidated balance sheets.  The related short-term and long-term liabilities as of June 30, 2016 were $20,234 and $7,030 and as of June 30, 2015 were $85,656 and $0, respectively.  The short-term and long-term liabilities are included in "Accrued expenses" and "Other long-term liabilities," respectively, in the consolidated balance sheets.

Information regarding the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of June 30, 2016 and June 30, 2015 are summarized below:

		As of June 30,
		2016				2015
Weighted-average remaining lease term (in years)
Operating leases			1.33				0.50
Weighted-average discount rate
Operating leases			5.0%				5.0%

The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in the consolidated balance sheets as of June 30, 2016:

			Operating Leases
2017			$	21,440
2018				7,180
2019				-
2020				-
2021				-
Thereafter				-
Total undiscounted lease payments				28,620
Present value adjustment				(1,356	)
Net operating lease liabilities			$	27,264

Short-term Leases

The Company leases facilities in Honolulu, Hawaii, Milwaukee, Wisconsin, and Shanghai, China from non-related parties under lease terms that expire between September 15, 2016 and May 31, 2017.  Monthly rent for the twelve-month rental periods is between $400 and $4,250 per month.  Rent expense of $84,670 and $30,960 was recognized during the years ended June 30, 2016 and June 30, 2015.  Short-term rent expense is included in operating expenses in the consolidated statement of operations.

Employment Contracts

The Company has entered into employment contracts with executives and management personnel.  The contracts provide for salaries, bonuses and stock option grants, along with other employee benefits.  The employment contracts generally have no set term and can be terminated by either party.  There is a provision for payments of up to six months of annual salary as severance if the Company terminates a contract without cause, along with the acceleration of certain unvested stock option grants.  During the year ended June 30, 2016, the Company recorded $125,000 of severance for the former CEO.

NOTE 16 - RETIREMENT PLANS

All Australian based employees are entitled to varying degrees of benefits on retirement, disability, or death.  The Company contributed to an accumulation fund on behalf of the employees under an award which is legally enforceable.

For U.S. employees, the Company has a 401(k) plan.  All active participants are 100% vested immediately.  Expenses under these plans were $126,125 and $108,044 for the years ended June 30, 2016 and June 30, 2015, respectively.

NOTE 17 - INCOME TAXES

The provision for income taxes consists of the following:

		Year ended June 30,
		2016				2015
Current		$	(468	)		$	(86,455	)
Deferred			-				-
Provision for income taxes		$	(468	)		$	(86,455	)

The Company's combined effective income tax rate differed from the U.S. federal statutory income rate as follows:

		Year ended June 30,
		2016				2015
Income tax expense/(benefit) computed at the U.S. federal statutory rate			-34	%			-34	%
Settlement of uncertain tax positions			0	%			-1	%
Write-off of expired net operating loss carryforwards			0	%			68	%
Change in valuation allowance			34	%			-34	%
Total			0	%			-1	%

		As of June 30,
		2016				2015
Federal net operating loss carryforwards		$	18,018,631			$	11,780,604
Federal - other			2,446,635				2,783,304
Wisconsin net operating loss carryforwards			2,929,157				1,748,976
Australia net operating loss carryforwards			1,290,134				1,497,779
Deferred income tax asset valuation allowance			(24,684,557	)			(17,810,663	)
Total deferred income tax assets		$	-			$	-

A reconciliation of the beginning and ending balance of unrecognized income tax benefits is as follows:

		As of June 30,
		2016				2015
Beginning balance		$	-			$	196,583
Lapses of statutes of limitations			-				(161,344	)
Effect of foreign currency translation			-				(35,239	)
Ending balance		$	-			$	-

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

Item 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.  There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

An evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e).  Based on that evaluation, the CEO and CFO have concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including the our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).  Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal Controls – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).  Based on our evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal controls over financial reporting were effective as of June 30, 2016.  The Company's internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company to conform with accounting principles generally accepted in the United States of America.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements of fraud.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to SEC rules adopted in conformity with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the year ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  OTHER INFORMATION

Not applicable.

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required under this item is set forth in the Company's Definitive Proxy Statement relating to the Company's 2016 annual meeting of shareholders to be held on November 14, 2016 and is incorporated herein by reference.

Item 11.  EXECUTIVE COMPENSATION

The information required under this item is set forth in the Company's Definitive Proxy Statement relating to the Company's 2016 annual meeting of shareholders to be held on November 14, 2016 and is incorporated herein by reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required under this item is set forth in the Company's Definitive Proxy Statement relating to the Company's 2016 annual meeting of shareholders to be held on November 14, 2016 and is incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required under this item is set forth in the Company's Definitive Proxy Statement relating to the Company's 2016 annual meeting of shareholders to be held on November 14, 2016 and is incorporated herein by reference.

Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required under this item is set forth in the Company's Definitive Proxy Statement relating to the Company's 2016 annual meeting of shareholders to be held on November 14, 2016 and is incorporated herein by reference.

Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following financial statements are included in Item 8 of this Annual Report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2016 and 2015

Consolidated Statements of Operations for the Years ended June 30, 2016 and 2015

Consolidated Statements of Comprehensive Loss for the Years ended June 30, 2016 and 2015

Consolidated Statements of Changes in Equity for the Years ended June 30, 2016 and 2015

Consolidated Statements of Cash Flows for the Years ended June 30, 2016 and 2015

Notes to the Consolidated Financial Statements

Financial Statement Schedules

Financial statement schedules have been omitted because they either are not applicable or the required information is included in the consolidated financial statements or notes thereto.

Exhibits6

The Exhibit Index immediately preceding the exhibits required to be filed with this report is incorporated herein by reference.

Pursuant to the requirements of the Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned on September 8, 2016 thereunto duly authorized.

	ENSYNC, INC.
	By: /s/ Bradley L. Hansen
	Name: Bradley L. Hansen
	Title: Chief Executive Officer
	and President and Director
	(Principal Executive Officer)
	By: /s/ James F. Schott
	Name: James F. Schott
	Title: Chief Financial Officer
	(Principal Financial Officer)
	By: /s/ Dilek Wagner
	Name: Dilek Wagner
	Title: Vice President Finance
	(Principal Accounting Officer)