Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Jul. 16, 2021 | Sep. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | EKIMAS Corp | ||
Entity Central Index Key | 0001011060 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 3,715,000 | ||
Entity Common Stock, Shares Outstanding | 28,262,371 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Current assets: | ||
Cash | $ 5,538 | $ 172 |
Accounts receivable-trade, net of allowance of $0 and $5 as of March 31, 2020 and 2019, respectively | 63 | 483 |
Accounts receivable-other | 185 | |
Assets held for sale | 2,091 | |
Prepaid expenses and other current assets | 8 | 3 |
Total current assets | 5,609 | 2,934 |
Other assets | 47 | |
Total assets | 5,609 | 2,981 |
Current liabilities: | ||
Accounts payable and accrued expenses | 45 | 809 |
Customer advance | 69 | 24 |
Liabilities from discontinued operations | 2,154 | |
Related party notes payable | 140 | |
Total current liabilities | 114 | 3,127 |
Total liabilities | 114 | 3,127 |
Commitments and contingencies (See Note 9 and 10) | ||
Stockholders' equity (deficit): | ||
Preferred stock; $.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of March 31, 2020 and 2019 | ||
Common stock; $.001 par value; 50,000,000 shares authorized; 28,339,063 shares and 21,567,313 shares issued; and 28,262,371 shares and 21,490,621 shares outstanding as of March 31, 2020 and 2019, respectively | 28 | 21 |
Additional paid-in capital | 38,609 | 38,427 |
Accumulated deficit | (33,112) | (38,564) |
Treasury stock, 76,692 shares at cost as of March 31, 2020 and 2019 | (30) | (30) |
Total stockholders' equity (deficit) | 5,495 | (146) |
Total liabilities and stockholders' equity (deficit) | $ 5,609 | $ 2,981 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 0 | $ 5 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 28,339,063 | 21,567,313 |
Common stock, shares outstanding | 28,262,371 | 21,490,621 |
Treasury stock shares | 76,692 | 76,692 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating expenses: | ||
General and administrative expenses | 246 | 172 |
Total operating expenses | (246) | (172) |
Loss from continuing operations before provision for income taxes | (246) | (172) |
Provision for income taxes | ||
Loss from continuing operations | (246) | (172) |
Discontinued operations: | ||
Income (loss) from discontinued operations before gain on sale of assets | (10) | 506 |
Gain on sale of assets | 5,708 | |
Income from discontinued operations | 5,698 | 506 |
Net income | $ 5,452 | $ 334 |
Income (loss) per common share - basic: | ||
Continuing operations | $ (0.01) | $ (0.01) |
Discontinued operations | 0.24 | 0.03 |
Net income (loss) per share - basic | 0.23 | 0.02 |
Income (loss) per common share - diluted: | ||
Continuing operations | (0.01) | (0.01) |
Discontinued operations | 0.24 | 0.02 |
Net income (loss) per share - diluted | $ 0.23 | $ 0.01 |
Shares used in computing net income (loss) per common share: | ||
Basic | 23,679,000 | 21,491,000 |
Diluted | 23,679,000 | 23,096,000 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock Outstanding [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Total |
Balance at Mar. 31, 2018 | $ 21 | $ 38,404 | $ (38,898) | $ (30) | $ (503) |
Balance, shares at Mar. 31, 2018 | 21,491 | ||||
Stock-based compensation | 23 | 23 | |||
Net income (loss) | 334 | 334 | |||
Balance at Mar. 31, 2019 | $ 21 | 38,427 | (38,564) | (30) | (146) |
Balance, shares at Mar. 31, 2019 | 21,491 | ||||
Common stock issued on exercise of stock options | $ 6 | 159 | 165 | ||
Common stock issued on exercise of stock options, shares | 5,941 | ||||
Common stock on exercise of warrants | $ 1 | 23 | 24 | ||
Common stock on exercise of warrants, shares | 830 | ||||
Net income (loss) | 5,452 | 5,452 | |||
Balance at Mar. 31, 2020 | $ 28 | $ 38,609 | $ (33,112) | $ (30) | $ 5,495 |
Balance, shares at Mar. 31, 2020 | 28,262 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Loss from continuing operations | $ (246) | $ (172) |
Income from discontinued operations | 5,698 | 506 |
Adjustment to reconcile loss from continued operations to net cash flows provided by operating activities | ||
Stock-based compensation | 23 | |
Changes in assets and liabilities: | ||
Accounts receivable-trade | 420 | (281) |
Accounts receivable-other | 185 | 183 |
Prepaid expenses and other current assets | (5) | 1 |
Accounts payable and accrued expenses | (764) | (7) |
Customer advance | 45 | (271) |
Deferred revenue | (13) | |
Net cash flows provided by (used in) operating activities | 5,333 | (31) |
Cash flows from investing activities: | ||
Sale of assets | 2,091 | 88 |
Sale-leaseback financing obligation | (2,154) | |
Decrease in other assets | 47 | |
Net cash flows (used in) provided by investing activities | (16) | 88 |
Cash flows from financing activities: | ||
Issuance of common stock | 189 | |
Repayment of related party notes payable | (140) | (5) |
Net cash flows provided by (used in) financing activities | 49 | (5) |
Net change in cash | 5,366 | 52 |
Cash at beginning of year | 172 | 120 |
Cash at end of year | 5,538 | 172 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | ||
Interest paid | $ 393 | $ 382 |
Business Description
Business Description | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Description | 1. Business Description On January 31, 2020 (the “Closing Date”), we completed the sale of substantially all of our assets (the “Asset Sale”) for a total purchase price of $7,250,000 pursuant to an Asset Purchase Agreement entered into between us and Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”). Prior to the Closing Date, we developed and manufactured advanced polymer materials which provide critical characteristics in the design and development of medical devices. Our biomaterials were marketed and sold to medical device manufacturers who used our advanced polymers in devices designed for treating a broad range of anatomical sites and disease states. As a result of the Asset Sale, we ceased operating as a developer, manufacturer, marketer and seller of advanced polymers. Subsequent to the Closing Date, we became engaged in efforts to identify an operating company to acquire or merge with through an equity-based exchange transaction that would likely result in a change in control. As our efforts in engaging with an operating company subsequent to the Closing Date has not yet been successful, our activities are subject to significant risks and uncertainties, including the need to raise additional capital if we are unable to identify an operating company desiring to acquire or merge with us and consummate a merger transaction. Prior to the Closing Date, our corporate, development and manufacturing operations were located in a leased facility in Wilmington, Massachusetts. As of March 31, 2020 we did not own or lease any property and maintain a corporate address at 95 Washington Street, Canton Massachusetts. Fiscal Year Our fiscal year ends on March 31. References herein to fiscal 2020 and/or fiscal 2019 refer to the fiscal years ended March 31, 2020 and/or 2019, respectively. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Mar. 31, 2020 | |
Liquidity And Going Concern | |
Liquidity and Going Concern | 2. Liquidity and Going Concern Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of January 31, 2020, we recorded our normal business operations as discontinued operations as a result of the previously described Asset Sale. Our Board of Directors declared a cash distribution of approximately $5,087,000 of the net proceeds from the Asset Sale to our shareholders, after making adjustments for (i) collection of accounts receivable retained as of January 31, 2020, (ii) payment of accounts payable assumed as of January 31, 2020; and (iii) retention of a reasonable amount of cash for anticipated future obligations and ongoing operations to maintain our status as a public registrant and identification and consummation of any possible merger or business combination as further described herein. For the year ended March 31, 2020, we reported net loss from continuing operation of approximately $246,000. Although cash flows from operations for the fiscal year ended March 31, 2020 was approximately $5,270,000, we made a cash distribution of $5,087,000 on April 23, 2020 to our shareholders of record as of April 16, 2020. Management is seeking to identify an operating company for the purpose of effecting a merger or business combination, or to acquire assets or shares of an entity actively engaged in a business that generates sustained revenues. We do not intend to restrict our consideration to any particular business or industry segment. Because we have limited resources, the scope and number of suitable candidates to merge with is relatively limited. Because we may participate in a business opportunity with a newly formed firm, a firm that is in the development stage, or a firm that is entering a new phase of growth, we may incur further risk due to the inability of the target’s management to have proven its abilities or effectiveness, or the lack of an established market for the target’s products or services, or the inability to reach profitability in the next few years. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to our present stockholders. It is expected that if a transaction is consummated, although no such transaction is assured, then the closing of such a transaction will result in a change in control and such transaction would be expected to be accounted for as a reverse merger, with the operating company being considered the legal acquiree and accounting acquirer, and we would be considered the legal acquirer and the accounting acquiree. As a result, at and subsequent to closing of any such transaction, the financial statements of the operating company would become our financial statements for all periods presented. Although we have investigated certain opportunities to determine whether they would have the potential to add value to us for the benefit of our stockholders, we have not yet entered into any binding arrangements and there can be no assurance that we will ever identify an opportunity that could result in the consummation of merger or other business combination. As a result of the limited retained funds and uncertainty in consummating a possible merger or business combination, we expect our funds will not be sufficient to meet our needs for more than twelve months from the date of issuance of these financial statements. Accordingly, management believes there is substantial doubt about our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Accounting Principles The financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Use of Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP (“GAAP”) requires management to make certain estimates and assumptions that 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 amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash Cash includes cash on hand, is deposited at one area bank and may exceed federally insured limits at times. Revenue Recognition Subsequent to January 31, 2020, we ceased any revenue generating operations, accordingly, we did not recognize revenue from February 1, 2020 through March 31, 2020 and through the date of the filing of this Annual Report on Form 10-K. Prior to February 1, 2020, we maintained revenue generating operations, which included total revenues of approximately $2,698,000 for the ten month period ended January 31, 2020 and $3,347,000 for the year ended March 31, 2019 which are included in our income from discontinued operations. We adopted the Accounting Standard Codification (“ASC”) 606, “Revenue from Contracts with Customers” as of April 1, 2018, using the modified retrospective method, and concluded that, consistent with prior reporting, we have two separate revenue streams: (i) product sales, and (ii) royalty and licensing revenues. Results for reporting periods after April 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with legacy accounting guidance under ASC 605, “Revenue Recognition.” The adoption of ASC 606 had no impact upon adoption, to our net income for the years ended March 31, 2020 and 2019. ASC 606 defines a five-step process to recognize revenues at the time and in an amount that reflects the consideration expected to be received for the performance obligations that have been provided. ASC 606 defines contracts as written, oral and through customary business practice. Under this definition, the Company considers contracts to be created at the time that an order to purchase product is agreed upon regardless of whether or not there is a written contract or when a contract is entered into for licensing and royalties. Revenues from discontinued operations had two separate and distinct performance obligations offered to our customers: a product sales performance obligation and a licensing and royalty performance obligation. These performance obligations were related to separate revenue streams and at no point were they combined into a single transaction. We generated the majority of our revenues, which are included in our income from discontinued operations, from product sales, and to a lesser extent from fees generated from licensing and royalty arrangements primarily with two customers. Our revenue related to product sales was recognized upon shipment, provided that a purchase order had been received or a contract had been executed, there were no uncertainties regarding customer acceptance, the sales price was fixed or determinable and collection was deemed reasonably assured. If uncertainties regarding customer acceptance existed, we recognized revenues when those uncertainties were resolved and title had been transferred to the customer. Amounts collected or billed prior to satisfying the above revenue recognition criteria were recorded as deferred revenue. Our revenue related to licensing and royalty arrangements was recognized in accordance with the terms of the arrangements which typically provide for quarterly payment of exclusivity fees and royalties earned on the sale of customer products on a quarterly basis. Research, Development and Regulatory Expense Subsequent to January 31, 2020, we ceased any research, development and regulatory operations, accordingly, we did not recognize any research, development and regulatory expenses from February 1, 2020 through March 31, 2020 and through the date of the filing of this Annual Report on Form 10-K. Prior to February 1, 2020, we engaged in research, development and regulatory activities, which included total research, development and regulatory expenses of approximately $314,000 for the ten month period ended January 31, 2020 and $345,000 for the year ended March 31, 2019 which are included in our income from discontinued operations. Research, development and regulatory expenditures consisted primarily of salaries and related costs and were expensed as incurred. Advertising Costs Subsequent to January 31, 2020, we ceased any sales and marketing operations, including expenditures on advertising. Accordingly, we did not recognize any advertising expenses from February 1, 2020 through March 31, 2020 and through the date of the filing of this Annual Report on Form 10-K. Prior to February 1, 2020, we incurred total advertising expenses of approximately $1,000 for the ten month period ended January 31, 2020 and $1,000 for the year ended March 31, 2019 which are included in our income from discontinued operations. Loss Per Share Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share are based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in loss that would result from the assumed conversion of potential shares. Potentially dilutive shares, which were excluded from the diluted loss per share calculations because the effect would be antidilutive or the options exercise prices were greater than the average market price of the common shares, were 0 shares and 7,563,556 shares for the fiscal years ended March 31, 2020 and 2019, respectively. Accounts Receivable We perform various analyses to evaluate accounts receivable balances and record an allowance for bad debts based on the estimated collectability of the accounts such that the amounts reflect estimated net realizable value. Account balances are charged off against the allowance after significant collection efforts have been made and potential for recovery is not considered probable. As of March 31, 2020 and 2019, our allowance for doubtful accounts was $0 and $5,000, respectively. Inventories On January 31, 2020, we sold all of our inventory, having a net value of approximately $271,000, in connection with the Asset Sale and ceased all production operations. Accordingly, we maintained no inventory as of January 31, 2020 and March 31, 2020, respectively, and do not anticipate purchasing or maintaining any inventory subsequent to March 31, 2020. Prior to January 31, 2020, we valued our inventory at the lower of our actual cost or the current estimated market value. We regularly reviewed inventory quantities on hand and inventory commitments with suppliers and records a provision for excess and obsolete inventory based primarily on our historical usage. During the fiscal year ended March 31, 2019, we provided additional net amounts of approximately $11,000 for excess and obsolete inventory. During the fiscal year ended March 31, 2019, we disposed of certain obsolete inventory items in the aggregate amount of approximately $42,000. As of March 31, 2019, our allowance for obsolete and excess inventory was approximately $81,000. Property and Equipment On January 31, 2020, we sold all of our property and equipment, having a net value of approximately $1,749,000, in connection with the Asset Sale and ceased all operations. Accordingly, we maintained no property and equipment as of January 31, 2020 and March 31, 2020, respectively, and do not anticipate the need to purchase any property and equipment subsequent to March 31, 2020. Prior to the January 31, 2020, property and equipment was stated at cost. Equipment was depreciated using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. Building improvements were amortized using the straight-line method over the remaining estimated life of the building at the time the improvement is put into service. Our building was depreciated using the straight-line method over 40 years. Land was not depreciated. Expenditures for repairs and maintenance were charged to expense as incurred. Equipment purchased pursuant to capital lease obligations, primarily computer equipment, was recorded at cost and depreciated on a straight-line basis over the life of the lease. Deferred Financing Costs Prior to January 31, 2020, we capitalized certain costs related to the issuance of debt. These costs were amortized to interest expense on a straight-line basis over the term of the debt. During the ten month period ended January 31, 2020 and the fiscal year ended March 31, 2019, amortization expense related to deferred financing costs were $5,000 and $7,000, respectively, and included in income from discontinued operations. Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense. (See Note 6). Stock-Based Compensation Stock-based compensation is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value: ·● the stock option exercise price; ·● the expected term of the option; ·● the grant date price of our common stock, which is issuable upon exercise of the option; ·● the expected volatility of our common stock; ·● the expected dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and ·● the risk free interest rate for the expected option term. Expected Dividends. Expected Volatility. Risk-Free Interest Rate. Expected Term. Stock Option Exercise Price and Grant Date Price of Common Stock. We are required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested. Due to the limited number of unvested options outstanding, the majority of which are held by executives and members of our Board of Directors, we have estimated a zero forfeiture rate. We will revisit this assumption periodically and as changes in the composition of the option pool dictate. Fair Value of Financial Instruments We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” The hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: Level 1 - Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820-10, we do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price. Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. Level 3 - Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity. Recent Accounting Pronouncements We have evaluated all issued but not yet effective accounting pronouncements and determined that they are either immaterial or not relevant to us. |
Asset Sale and Discontinued Ope
Asset Sale and Discontinued Operations | 12 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Asset Sale and Discontinued Operations | 4. Asset Sale and Discontinued Operations Asset Sale On November 25, 2019, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”), pursuant to which we agreed to sell substantially all of our assets to MCPP on the terms and subject to the conditions set forth in the Purchase Agreement (the “Asset Sale”). As consideration for the Asset Sale, MCPP agreed to pay us $7,250,000. The Purchase Agreement and the consummation of the transactions contemplated thereby required us to receive the requisite approval from our stockholders. On January 21, 2020, we held a special meeting of stockholders at which time the stockholders authorized and approved the Purchase Agreement. On January 31, 2020 (the “Closing Date”), we completed the Asset Sale. In connection with the closing of the Asset Sale, MCPP paid us a cash payment of $7,250,000 of which approximately $1,150,000 was immediately disbursed to satisfy approximately $567,000 of transaction and legal costs; approximately $483,000 of facility related obligations; and $100,000 for agreed upon contingent facility maintenance costs. We received approximately $6,100,000 in net proceeds which were used to pay additional transaction costs, trade accounts payable and other obligations not assumed by MCPP, and working capital for the ongoing maintenance of the public shell that survived the Asset Sale. Total transaction costs incurred in connection with the Asset Sale are as follows: (in thousands) For the Year Ended March 31, 2020 Building maintenance fees $ 100 Legal and professional fees 697 Proxy solicitation fees 42 Employee bonus and change of control compensation 795 $ 1,634 Pursuant to the Purchase Agreement, we sold all of our inventory; property, plant and equipment; and intangible assets, including but not limited to all intellectual property, business know-how, customer lists and related contracts, and all other assets necessary to operate our advanced polymer business. Total assets sold in connection with the Asset Sale are as follows: (in thousands) March 31, 2020 March 31, 2019 Inventories, net $ 271 $ 248 Property, plant and equipment, net 1,749 1,791 $ 2,020 $ 2,039 The net inventories sold were composed of the following approximate amounts: (in thousands) March 31, 2020 March 31, 2019 Raw materials $ 129 $ 121 Work in progress 35 49 Finished goods 107 78 Total inventories, net $ 271 $ 248 The net property, plant and equipment sold were composed of the following approximate amounts: (in thousands) March 31, 2020 March 31, 2019 Land $ 500 $ 500 Building 2,705 2,705 Machinery, equipment and tooling 1,248 1,248 Furniture, fixtures and office equipment 285 285 Office equipment under capital lease 13 13 4,751 4,751 Less: accumulated depreciation (3,002 ) (2,960 ) $ 1,749 $ 1,791 Assignment of Facility Lease On December 22, 2011, we entered into an agreement (the “Facility Lease”) with an independent third-party under which we sold and leased back our land and building generating gross proceeds of $2,000,000. For accounting purposes, this sale-leaseback transaction was accounted for under the financing method, rather than as a completed sale. Under the financing method, we included the sales proceeds received as a financing obligation. As of March 31, 2020 and 2019, the total financing obligation was $0 and $1,986,000, respectively, and accrued interest on financing obligation was approximately $0 and $168,000, respectively. In connection with the Asset Sale, we assigned the Facility Lease to Mitsubishi Chemical Performance Polymers, Inc. (“MCPP”) and the financing obligation and accrued interest on financing obligation of $1,986,000 and $155,000 as of January 31, 2020, the Asset Sale closing date, was eliminated. Subsequent to the January 31, 2020, we had no further obligations with respect to the lease agreement. Discontinued Operations As a result of the Asset Sale, we discontinued operating as a developer, manufacturer, marketer and seller of advanced polymers on the Closing Date. Subsequent to the Closing Date, we became engaged in efforts to identify an operating company to acquire or merge with through an equity-based exchange transaction that would likely result in a change in control. Accordingly, the results of our operations are reported as discontinued operations for all periods are presented below. Results of Discontinued Operations For the Year Ended March 31, 2020 For the Year Ended March 31, 2019 (in thousands) Revenues: Product sales $ 1,839 $ 2,409 License and royalty fees 859 938 Total revenues 2,698 3,347 Cost of sales 719 877 Gross profit 1,979 2,470 Operating expenses: Research, development and regulatory 314 345 Selling, general and administrative 1,277 1,202 Total operating expenses 1,591 1,547 Income from discontinued operations 388 923 Other income (expense) from discontinued operations, net: Interest expense (398 ) (417 ) Other income (expense) from discontinued operations, net (398 ) (417 ) Income (loss) from discontinued operations before provision for income taxes (10 ) 506 Provision for income taxes - - Net income (loss) from discontinued operations $ (10 ) $ 506 Net income (loss) from discontinued operations per common share: Basic $ (0.00 ) $ 0.02 Diluted $ (0.00 ) $ 0.02 Shares used in computing net income (loss) from discontinued operations per common share: Basic 23,679 21,491 Diluted 23,679 23,096 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions On April 26, 2016, we issued a Promissory Note to Khristine Carroll, our Executive VP of Commercial Operations in the principal amount of $25,000 (the “Carroll Note”). The Carroll Note was initially due on May 25, 2016 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of May 25, 2016. The Carroll Note bears interest at the rate of 10% per annum and all principal and accrued interest, if any, were due on demand. During the fiscal year ended March 31, 2020 and 2019, we repaid $15,000 and $5,000, respectively, of the principal on the Carroll Note. As of March 31, 2020 and 2019, the principal balance outstanding was $0 and $15,000, respectively. On April 26, 2016, we issued a Promissory Note to an affiliate of Michael Adams, our Chief Executive Officer (the “Affiliate”) in the principal amount of $25,000 (the “First Affiliate Note”). The First Affiliate Note was initially due on May 25, 2016 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of May 25, 2016. The First Affiliate Note bears interest at the rate of 10% per annum and all principal and accrued interest, if any, were due on demand. During the fiscal year ended March 31, 2019, there were no repayments made on the First Affiliate Note. The First Affiliate Note was repaid in full on December 5, 2019 as discussed in more detail below. As of March 31, 2020 and 2019, the principal balance outstanding was $0 and $25,000, respectively. On December 5, 2016, we issued a second additional Promissory Note to the Affiliate in the principal amount of $100,000 (the “Second Affiliate Note”). The Second Affiliate Note was initially due on June 5, 2017 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of June 5, 2017. The Second Affiliate Note bears interest at the rate of 12% per annum, and provided for a $3,000 commitment fee, which fee was paid in February 2017. During the fiscal year ended March 31, 2019, there were no repayments made on the Second Affiliate Note. The Second Affiliate Note was repaid in full on December 5, 2019 as discussed in more detail below. As of March 31, 2020 and 2019, the principal balance outstanding was $0 and $100,000, respectively. As discussed above, the First Affiliate Note and Second Affiliate Note (collectively, the “Affiliate Notes”) were repaid on December 5, 2019. In lieu of repayment in cash, the Affiliate authorized that the principal balance due, in the aggregate amount of $125,000, be used for purposes of exercising stock options granted to Mr. Adams pursuant to our 2017 Non-Qualified Equity Incentive Plan (the “2017 Option Plan”). As a result, Mr. Adams was issued 2,083,333 shares of our common stock granted pursuant to the 2017 Option Plan. The aggregate purchase price upon exercise of these stock options was $125,000. During the fiscal year ended March 31, 2020 and 2019, we recorded interest expense of approximately $1,000 and $2,000, respectively, on the Carroll Note. During the fiscal year ended March 31, 2020 and 2019, we recorded interest expense of approximately $10,000 and $10,000, respectively, on the Affiliate Notes. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes As of March 31, 2020 and 2019, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. We recorded state income tax expense of approximately $15,000 for the fiscal year ended March 31, 2020. There was no federal income tax expense for the fiscal year ended March 31, 2020. Tax years 2015 through 2020 are subject to examination by the federal and state taxing authorities. There are no income tax examinations currently in process. Reconciliation between our effective tax rate and the United States statutory rate is as follows: For the Year Ended March 31, 2020 For the Year Ended March 31, 2019 Expected federal tax rate 21.0% 34.0% State income taxes, net of federal tax benefit 5.5% 5.5% Non-deductible expenses 1.0% 5.3% Effect of net operating loss true-up (2.5% ) 0.0% Utilization of net operating losses (25.0% ) (31.8% ) Effective tax rate 0.0% 0.0% Significant components of our deferred tax assets and deferred tax liabilities consist of the following: (in thousands) March 31, 2020 March 31, 2019 Deferred Tax Assets: Net operating loss carryforwards $ 2,683 $ 5,869 Tax credit carryforward 124 152 Inventory and receivable allowances - 23 Accrued expenses deductible when paid - 35 Deferred tax assets 2,807 6,079 Deferred Tax Liabilities: Depreciation and amortization - (153 ) Deferred tax liabilities - (153 ) Net deferred tax assets 2,807 5,926 Valuation allowance (2,807 ) (5,926 ) Net deferred tax assets $ - $ - Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of the assets and liabilities using the enacted tax rate in effect in the years in which the differences are expected to reverse. A 100% valuation allowance has been recorded against the deferred tax asset as it is more likely than not, based upon our analysis of all available evidence, that the tax benefit of the deferred tax asset will not be realized. The decrease in the valuation allowance resulted from the utilization of net operating losses during 2020. As of March 31, 2020, we have the following unused net operating loss and tax credit carryforwards available to offset future federal and state taxable income, both of which expire at various times as noted below: (in thousands) Net Operating Losses Investment & Research Credits Expiration Dates Federal $ 26,835 $ 124 2022 to 2039 State $ 466 $ 46 2034 to 2039 |
Promissory Notes
Promissory Notes | 12 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Promissory Notes | 7. Promissory Notes On April 26, 2016, we issued a Promissory Note to Khristine Carroll, our Executive VP of Commercial Operations in the principal amount of $25,000 (the “Carroll Note”). The Carroll Note was initially due on May 25, 2016 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of May 25, 2016. The Carroll Note bears interest at the rate of 10% per annum and all principal and accrued interest, if any, were due on demand. During the fiscal year ended March 31, 2020 and 2019, we repaid $15,000 and $5,000, respectively, of the principal on the Carroll Note. As of March 31, 2020 and 2019, the principal balance outstanding was $0 and $15,000, respectively. On April 26, 2016, we issued a Promissory Note to an affiliate of Michael Adams, our Chief Executive Officer (the “Affiliate”) in the principal amount of $25,000 (the “First Affiliate Note”). The First Affiliate Note was initially due on May 25, 2016 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of May 25, 2016. The First Affiliate Note bears interest at the rate of 10% per annum and all principal and accrued interest, if any, were due on demand. During the fiscal year ended March 31, 2019, there were no repayments made on the First Affiliate Note. The First Affiliate Note was repaid in full on December 5, 2019 as discussed in more detail below. As of March 31, 2020 and 2019, the principal balance outstanding was $0 and $25,000, respectively. On December 5, 2016, we issued a second additional Promissory Note to the Affiliate in the principal amount of $100,000 (the “Second Affiliate Note”). The Second Affiliate Note was initially due on June 5, 2017 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of June 5, 2017. The Second Affiliate Note bears interest at the rate of 12% per annum, and provided for a $3,000 commitment fee, which fee was paid in February 2017. During the fiscal year ended March 31, 2019, there were no repayments made on the Second Affiliate Note. The Second Affiliate Note was repaid in full on December 5, 2019 as discussed in more detail below. As of March 31, 2020 and 2019, the principal balance outstanding was $0 and $100,000, respectively. As discussed above, the First Affiliate Note and Second Affiliate Note (collectively, the “Affiliate Notes”) were repaid on December 5, 2019. In lieu of repayment in cash, the Affiliate authorized that the principal balance due, in the aggregate amount of $125,000, be used for purposes of exercising stock options granted to Mr. Adams pursuant to our 2017 Non-Qualified Equity Incentive Plan (the “2017 Option Plan”). As a result, Mr. Adams was issued 2,083,333 shares of our common stock granted pursuant to the 2017 Option Plan. The aggregate purchase price upon exercise of these stock options was $125,000. During the fiscal year ended March 31, 2020 and 2019, we recorded interest expense of approximately $1,000 and $2,000, respectively, on the Carroll Note. During the fiscal year ended March 31, 2020 and 2019, we recorded interest expense of approximately $10,000 and $10,000, respectively, on the Affiliate Notes. |
Contingencies
Contingencies | 12 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 8. Contingencies We are not a party to any legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material effect on our financial position or results of operations. |
Concentrations of Credit Risk a
Concentrations of Credit Risk and Major Customers | 12 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk and Major Customers | 9. Concentration of Credit Risk and Major Customers For the fiscal year ended March 31, 2020 and 2019, we had no revenues from continuing operations. As of March 31, 2020, we had accounts receivable-trade from continuing operations of approximately $44,000, or 70%, due from four customers. For the fiscal year ended March 31, 2020, three customers represented approximately 22%, 16% and 12%, respectively, of our revenues from discontinued operations. For the fiscal year ended March 31, 2019, two customers represented approximately 24% and 11% of revenues from discontinued operations, respectively. As of March 31, 2019, we had accounts receivable-trade from discontinued operations of approximately $61,000, or 13%, due from one customer. As of March 31, 2020, we had $0 due from two customers related to receivables on license fees and royalties from discontinued operations. As of March 31, 2019, we had approximately $185,000 due from two customers related to receivables on license fees and royalties from discontinued operations. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 10. Stockholders’ Equity (Deficit Preferred Stock We have authorized 5,000,000 shares, $0.001 par value, Preferred Stock (the Preferred Stock”) of which 500,000 shares have been issued and redeemed, therefore are not considered outstanding. In addition, 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified in the Certificate of Designation of the Junior Preferred Stock filed with the Delaware Department of State on January 28, 2008. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by us that is convertible into Junior Preferred Stock. As of March 31, 2020, there was no Junior Preferred Stock issued or outstanding. Warrants On July 22, 2015, we engaged the services of a financial and strategic advisor (the “Advisor”) whose services include, but are not limited to, financial advice, strategic advice and investment banking services. In connection with this engagement, we agreed to compensate the investment bankers approximately $4,000 per quarter for a one-year period and we issued them a warrant to purchase 830,500 shares of our common stock at an exercise price of $0.301 per share, the approximate fair value of our common stock on the date of the engagement. The warrant is exercisable at any time until July 21, 2025. The warrant was valued at approximately $28,000 using the Black-Scholes model and treated as permanent equity. The Advisor exercised the warrant in November 2019 and was issued 830,500 shares of our common stock in consideration of cash proceeds of approximately $25,000. Treasury Stock and Other Transactions In June 2001, the Board of Directors adopted a share repurchase program authorizing the repurchase of up to 250,000 of our shares of common stock. In June 2004, the Board of Directors authorized the purchase of an additional 500,000 shares of common stock. Since June 2001, we have repurchased a total of 251,379 shares under the share repurchase program, leaving 498,621 shares remaining to purchase under the share repurchase program. No repurchases were made during the years ended March 31, 2017 and 2016. The share repurchase program authorizes repurchases from time to time in open market transactions, through privately negotiated transactions, block transactions or otherwise, at times and prices deemed appropriate by management, and is not subject to an expiration date. Stockholder Rights Plan Our Board of Directors approved the adoption of a stockholder rights plan (the “Rights Plan”) under which all stockholders of record as of February 8, 2008 will receive rights to purchase shares of the Junior Preferred Stock (the “Rights”). The Rights will be distributed as a dividend. Initially, the Rights will attach to, and trade with, our common stock. Subject to the terms, conditions and limitations of the Rights Plan, the Rights will become exercisable if (among other things) a person or group acquires 15% or more of our common stock. Upon such an event, and payment of the purchase price, each Right (except those held by the acquiring person or group) will entitle the holder to acquire shares of our common stock (or the economic equivalent thereof) having a value equal to twice the purchase price. Our Board of Directors may redeem the Rights prior to the time they are triggered. In the event of an unsolicited attempt to acquire us, the Rights Plan is intended to facilitate the full realization of our stockholder value and the fair and equal treatment of all of our stockholders. The Rights Plan does not prevent a takeover attempt. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | 11. Stock Based Compensation In October 2003, our shareholders approved the AdvanSource 2003 Stock Option Plan (the “2003 Plan”), which authorizes the issuance of 3,000,000 shares of common stock. Under the terms of the Plan, the exercise price of Incentive Stock Options issued under the Plan must be equal to the fair market value of the common stock at the date of grant. In the event that Non-Qualified Options are granted under the Plan, the exercise price may be less than the fair market value of the common stock at the time of the grant (but not less than par value). Total shares of common stock registered under the 2003 Plan are 7,000,000 shares. Normally, options granted expire ten years from the grant date. Activity under the 2003 Plan for the fiscal years ended March 31, 2020 and 2019 are as follows: Options Outstanding Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value (in thousands) Options outstanding as of April 1, 2019 1,788,750 $ 0.20 2.03 $ 20 Granted - - Exercised (656,250 ) 0.06 Cancelled or forfeited (972,500 ) $ 0.29 Options outstanding as of March 31, 2020 160,000 $ 0.25 .08 $ 1 Options exercisable as of March 31, 2020 160,000 $ 0.25 .08 $ 1 Options vested or expected to vest as of March 31, 2020 - $ - - $ - The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on March 31, 2020 of $0.145 and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on March 31, 2020. On December 5, 2019, our directors and certain employees exercised options to purchase 656,250 shares of our common stock pursuant to grants made under the 2003 Plan. In consideration for the exercise of these options we received approximately $40,000 in cash. There were no stock options exercised under the 2003 Plan for the fiscal year ended March 31, 2019. As of March 31, 2020, there were no shares remaining to be granted under the 2003 Plan. For the fiscal year ended ended March 31, 2020 and 2019, we recorded no stock-based compensation expense for options pursuant to the 2003 Plan. As of March 31, 2020, we had no unrecognized compensation cost related to stock options. On August 14, 2017, our board of directors approved and adopted the 2017 Non-Qualified Equity Incentive Plan (the “2017 Plan”), which authorized the grant of non-qualified stock options exercisable into a maximum of 7,000,000 shares of our common stock. Under the terms of the 2017 Plan, the exercise price of stock options issued under the 2017 Plan must be equal to the fair market value of the common stock at the date of grant. Options granted expire ten years from the grant date. From August 17, 2017 through December 13, 2018, the board of directors approved the grant of stock options to certain directors, employees and a consultant which were immediately vested and exercisable into a total of 6,550,000 shares of our common stock. There were no additional stock options granted pursuant to the 2017 Plan for the period subsequent to December 31, 2018. In determining the fair value of the options granted pursuant to the 2017 Plan, we utilized the Black-Scholes pricing model utilizing the following assumptions: August 17, 2017 Option Grants August 16, 2018 Option Grants December 13, 2018 Option Grants Total shares granted 5,600,000 750,000 200,000 Option exercise price per share $ 0.06 $ 0.040 $ 0.060 Grant date fair market value per share $ 0.06 $ 0.046 $ 0.059 Expected term of option in years 10.0 2.00 1.00 Expected volatility 100 % 100 % 100 % Expected dividend rate 0.00 % 0.00 % 0.00 % Risk free interest rate 1.00 % 0.00 % 2.69 % On August 17, 2017, Michael Adams, our chief executive officer, was granted an option to purchase 2,500,000 shares of our common stock (the “Adams Option”) at an exercise price of $0.06 per share pursuant to the 2017 Plan. On December 5, 2019, Mr. Adams effected a partial exercise of the Adams Option and purchased 2,083,333 shares of our common stock. As consideration for the exercise of a portion of the Adams Option, an affiliate of Mr. Adams authorized that the principal balance due on the Affiliate Notes, previously described in Notes 5 and 7, in the aggregate amount of $125,000, be used for purposes of exercising this portion of the Adams Option. Additionally, on December 5, 2019, Mr. Adams exercised the remaining 416,667 shares exercisable pursuant to the Adams Option, by means of a cashless exercise. As a result of the cashless exercise, Mr. Adams was issued 291,667 shares of our common stock. We received no cash proceeds in connection with this cashless exercise. On various dates from August 17, 2017 through December 13, 2018, our directors, certain employees and one consultant (the “Grantees”) were granted options to purchase 4,050,000 shares of our common stock at exercise prices ranging from $0.04 per share to $0.06 per share pursuant to the 2017 Plan. On December 5, 2019, the Grantees exercised their options to purchase 4,050,000 shares of our common stock, by means of a cashless exercise. As a result of the cashless exercise, the Grantees were issued 2,910,000 shares of our common stock. We received no cash proceeds in connection with this cashless exercise. As of March 31, 2020, there were 450,000 shares available to grant pursuant to the 2017 Plan and no options outstanding or exercisable. |
Benefit Plans and Employment Ag
Benefit Plans and Employment Agreements of Executive Officers | 12 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Benefit Plans and Employment Agreements of Executive Officers | 12. Benefit Plans and Employment Agreements of Executive Officers We established the AdvanSource 401(k) Retirement Savings Plan under Section 401(k) of the Internal Revenue Code. All full-time employees who are twenty-one years of age are eligible to participate on the beginning of the first month after 30 days of employment. Our contributions are discretionary. We made matching contributions of approximately $8,000 and $8,000 during the fiscal years ended March 31, 2019 and 2018, respectively. On August 7, 2006, we appointed Michael F. Adams as our Chief Executive Officer and President. Mr. Adams has been one of our directors since May 1999 and became our Vice President of Regulatory Affairs and Business Development on April 1, 2006. We entered into an employment agreement with Mr. Adams (the “Adams Agreement”) on September 13, 2006. Under the terms of the Adams Agreement, we agreed to employ Mr. Adams for two years at an annual base salary of $290,000, as amended, which is subject to annual review by our Board of Directors. During the Employment Period, as defined in the Adams Agreement, Mr. Adams may receive an annual bonus to be determined at the sole discretion of the Compensation Committee of the Board of Directors. We did not renew the Adams Agreement at the end of the initial term, however, the Adams agreement provides that lacking any express agreement between the parties at the end of the Employment Period, the Adams Agreement shall be deemed to continue on a month-to-month basis. As a result, the Adams Agreement currently continues on a month-to-month basis and is subject to all of the terms and conditions of the Adams Agreement. Either party has the right to terminate the Adams Agreement upon 30 days written notice. Mr. Adams is eligible for participation in all executive benefit programs, including health insurance, life insurance, and stock-based compensation. If Mr. Adams’ employment is terminated without cause, we are obligated to (i) pay Mr. Adams an amount equal to two times his annual base salary upon such termination, (ii) provide Mr. Adams with health insurance benefits for a period of 18 months after such termination, of which the premiums for the first six months after such termination shall be paid by us, and (iii) provide Mr. Adams life insurance benefits for one year after such termination at our expense. During the fiscal year ended March 31, 2010, the Compensation Committee of the Board of Directors approved an increase in Mr. Adams’ annual base salary to $320,000. During the fiscal year ended March 31, 2020 and 2019, Mr. Adams received a performance-based bonus of approximately $1510,000 and $0 , respectively, as approved by our Board of Directors. In connection with the change of control provision of the Adams Agreement, Mr. Adams also received $650,000 in February 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events We evaluated all events or transactions that occurred after the balance sheet date through the date when we filed these financial statements and we determined that we did not have any other material recognizable subsequent events. Our Board of Directors approved a special cash distribution of $0.18 per share to be paid on April 23, 2020 to shareholders of record as of April 16, 2020. The total cash distribution was approximately $5,087,000. From October 9, 2020 through October 13, 2020, Messrs. Mark Tauscher, Michael L. Barretti and William J. O’Neill, Jr. (collectively referred to herein as the “Independent Directors”) notified the Board of Directors that they would be retiring and resigning their positions as members of the Board of Directors effective immediately upon the date of their respective notifications. The Independent Directors’ resignations were not a result of any disagreements with us on any matters relating to our operations, policies or practices. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Accounting Principles | Accounting Principles The financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP (“GAAP”) requires management to make certain estimates and assumptions that 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 amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash Cash includes cash on hand, is deposited at one area bank and may exceed federally insured limits at times. |
Revenue Recognition | Revenue Recognition Subsequent to January 31, 2020, we ceased any revenue generating operations, accordingly, we did not recognize revenue from February 1, 2020 through March 31, 2020 and through the date of the filing of this Annual Report on Form 10-K. Prior to February 1, 2020, we maintained revenue generating operations, which included total revenues of approximately $2,698,000 for the ten month period ended January 31, 2020 and $3,347,000 for the year ended March 31, 2019 which are included in our income from discontinued operations. We adopted the Accounting Standard Codification (“ASC”) 606, “Revenue from Contracts with Customers” as of April 1, 2018, using the modified retrospective method, and concluded that, consistent with prior reporting, we have two separate revenue streams: (i) product sales, and (ii) royalty and licensing revenues. Results for reporting periods after April 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with legacy accounting guidance under ASC 605, “Revenue Recognition.” The adoption of ASC 606 had no impact upon adoption, to our net income for the years ended March 31, 2020 and 2019. ASC 606 defines a five-step process to recognize revenues at the time and in an amount that reflects the consideration expected to be received for the performance obligations that have been provided. ASC 606 defines contracts as written, oral and through customary business practice. Under this definition, the Company considers contracts to be created at the time that an order to purchase product is agreed upon regardless of whether or not there is a written contract or when a contract is entered into for licensing and royalties. Revenues from discontinued operations had two separate and distinct performance obligations offered to our customers: a product sales performance obligation and a licensing and royalty performance obligation. These performance obligations were related to separate revenue streams and at no point were they combined into a single transaction. We generated the majority of our revenues, which are included in our income from discontinued operations, from product sales, and to a lesser extent from fees generated from licensing and royalty arrangements primarily with two customers. Our revenue related to product sales was recognized upon shipment, provided that a purchase order had been received or a contract had been executed, there were no uncertainties regarding customer acceptance, the sales price was fixed or determinable and collection was deemed reasonably assured. If uncertainties regarding customer acceptance existed, we recognized revenues when those uncertainties were resolved and title had been transferred to the customer. Amounts collected or billed prior to satisfying the above revenue recognition criteria were recorded as deferred revenue. Our revenue related to licensing and royalty arrangements was recognized in accordance with the terms of the arrangements which typically provide for quarterly payment of exclusivity fees and royalties earned on the sale of customer products on a quarterly basis. |
Research, Development and Regulatory Expense | Research, Development and Regulatory Expense Subsequent to January 31, 2020, we ceased any research, development and regulatory operations, accordingly, we did not recognize any research, development and regulatory expenses from February 1, 2020 through March 31, 2020 and through the date of the filing of this Annual Report on Form 10-K. Prior to February 1, 2020, we engaged in research, development and regulatory activities, which included total research, development and regulatory expenses of approximately $314,000 for the ten month period ended January 31, 2020 and $345,000 for the year ended March 31, 2019 which are included in our income from discontinued operations. Research, development and regulatory expenditures consisted primarily of salaries and related costs and were expensed as incurred. |
Advertising Costs | Advertising Costs Subsequent to January 31, 2020, we ceased any sales and marketing operations, including expenditures on advertising. Accordingly, we did not recognize any advertising expenses from February 1, 2020 through March 31, 2020 and through the date of the filing of this Annual Report on Form 10-K. Prior to February 1, 2020, we incurred total advertising expenses of approximately $1,000 for the ten month period ended January 31, 2020 and $1,000 for the year ended March 31, 2019 which are included in our income from discontinued operations. |
Loss Per Share | Loss Per Share Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share are based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in loss that would result from the assumed conversion of potential shares. Potentially dilutive shares, which were excluded from the diluted loss per share calculations because the effect would be antidilutive or the options exercise prices were greater than the average market price of the common shares, were 0 shares and 7,563,556 shares for the fiscal years ended March 31, 2020 and 2019, respectively. |
Accounts Receivable | Accounts Receivable We perform various analyses to evaluate accounts receivable balances and record an allowance for bad debts based on the estimated collectability of the accounts such that the amounts reflect estimated net realizable value. Account balances are charged off against the allowance after significant collection efforts have been made and potential for recovery is not considered probable. As of March 31, 2020 and 2019, our allowance for doubtful accounts was $0 and $5,000, respectively. |
Inventories | Inventories On January 31, 2020, we sold all of our inventory, having a net value of approximately $271,000, in connection with the Asset Sale and ceased all production operations. Accordingly, we maintained no inventory as of January 31, 2020 and March 31, 2020, respectively, and do not anticipate purchasing or maintaining any inventory subsequent to March 31, 2020. Prior to January 31, 2020, we valued our inventory at the lower of our actual cost or the current estimated market value. We regularly reviewed inventory quantities on hand and inventory commitments with suppliers and records a provision for excess and obsolete inventory based primarily on our historical usage. During the fiscal year ended March 31, 2019, we provided additional net amounts of approximately $11,000 for excess and obsolete inventory. During the fiscal year ended March 31, 2019, we disposed of certain obsolete inventory items in the aggregate amount of approximately $42,000. As of March 31, 2019, our allowance for obsolete and excess inventory was approximately $81,000. |
Property and Equipment | Property and Equipment On January 31, 2020, we sold all of our property and equipment, having a net value of approximately $1,749,000, in connection with the Asset Sale and ceased all operations. Accordingly, we maintained no property and equipment as of January 31, 2020 and March 31, 2020, respectively, and do not anticipate the need to purchase any property and equipment subsequent to March 31, 2020. Prior to the January 31, 2020, property and equipment was stated at cost. Equipment was depreciated using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. Building improvements were amortized using the straight-line method over the remaining estimated life of the building at the time the improvement is put into service. Our building was depreciated using the straight-line method over 40 years. Land was not depreciated. Expenditures for repairs and maintenance were charged to expense as incurred. Equipment purchased pursuant to capital lease obligations, primarily computer equipment, was recorded at cost and depreciated on a straight-line basis over the life of the lease. |
Deferred Financing Costs | Deferred Financing Costs Prior to January 31, 2020, we capitalized certain costs related to the issuance of debt. These costs were amortized to interest expense on a straight-line basis over the term of the debt. During the ten month period ended January 31, 2020 and the fiscal year ended March 31, 2019, amortization expense related to deferred financing costs were $5,000 and $7,000, respectively, and included in income from discontinued operations. |
Income Taxes | Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense. (See Note 6). |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value: ·● the stock option exercise price; ·● the expected term of the option; ·● the grant date price of our common stock, which is issuable upon exercise of the option; ·● the expected volatility of our common stock; ·● the expected dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and ·● the risk free interest rate for the expected option term. Expected Dividends. Expected Volatility. Risk-Free Interest Rate. Expected Term. Stock Option Exercise Price and Grant Date Price of Common Stock. We are required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested. Due to the limited number of unvested options outstanding, the majority of which are held by executives and members of our Board of Directors, we have estimated a zero forfeiture rate. We will revisit this assumption periodically and as changes in the composition of the option pool dictate. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” The hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: Level 1 - Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820-10, we do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price. Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. Level 3 - Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have evaluated all issued but not yet effective accounting pronouncements and determined that they are either immaterial or not relevant to us. |
Asset Sale and Discontinued O_2
Asset Sale and Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Transaction Costs Incurred | Total transaction costs incurred in connection with the Asset Sale are as follows: (in thousands) For the Year Ended March 31, 2020 Building maintenance fees $ 100 Legal and professional fees 697 Proxy solicitation fees 42 Employee bonus and change of control compensation 795 $ 1,634 |
Schedule of Components of Assets Held-for-Sale | Pursuant to the Purchase Agreement, we sold all of our inventory; property, plant and equipment; and intangible assets, including but not limited to all intellectual property, business know-how, customer lists and related contracts, and all other assets necessary to operate our advanced polymer business. Total assets sold in connection with the Asset Sale are as follows: (in thousands) March 31, 2020 March 31, 2019 Inventories, net $ 271 $ 248 Property, plant and equipment, net 1,749 1,791 $ 2,020 $ 2,039 The net inventories sold were composed of the following approximate amounts: (in thousands) March 31, 2020 March 31, 2019 Raw materials $ 129 $ 121 Work in progress 35 49 Finished goods 107 78 Total inventories, net $ 271 $ 248 The net property, plant and equipment sold were composed of the following approximate amounts: (in thousands) March 31, 2020 March 31, 2019 Land $ 500 $ 500 Building 2,705 2,705 Machinery, equipment and tooling 1,248 1,248 Furniture, fixtures and office equipment 285 285 Office equipment under capital lease 13 13 4,751 4,751 Less: accumulated depreciation (3,002 ) (2,960 ) $ 1,749 $ 1,791 |
Schedule of Discontinued Operations | As a result of the Asset Sale, we discontinued operating as a developer, manufacturer, marketer and seller of advanced polymers on the Closing Date. Subsequent to the Closing Date, we became engaged in efforts to identify an operating company to acquire or merge with through an equity-based exchange transaction that would likely result in a change in control. Accordingly, the results of our operations are reported as discontinued operations for all periods are presented below. Results of Discontinued Operations For the Year Ended March 31, 2020 For the Year Ended March 31, 2019 (in thousands) Revenues: Product sales $ 1,839 $ 2,409 License and royalty fees 859 938 Total revenues 2,698 3,347 Cost of sales 719 877 Gross profit 1,979 2,470 Operating expenses: Research, development and regulatory 314 345 Selling, general and administrative 1,277 1,202 Total operating expenses 1,591 1,547 Income from discontinued operations 388 923 Other income (expense) from discontinued operations, net: Interest expense (398 ) (417 ) Other income (expense) from discontinued operations, net (398 ) (417 ) Income (loss) from discontinued operations before provision for income taxes (10 ) 506 Provision for income taxes - - Net income (loss) from discontinued operations $ (10 ) $ 506 Net income (loss) from discontinued operations per common share: Basic $ (0.00 ) $ 0.02 Diluted $ (0.00 ) $ 0.02 Shares used in computing net income (loss) from discontinued operations per common share: Basic 23,679 21,491 Diluted 23,679 23,096 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Effective Tax Rate | Reconciliation between our effective tax rate and the United States statutory rate is as follows: For the Year Ended March 31, 2020 For the Year Ended March 31, 2019 Expected federal tax rate 21.0% 34.0% State income taxes, net of federal tax benefit 5.5% 5.5% Non-deductible expenses 1.0% 5.3% Effect of net operating loss true-up (2.5% ) 0.0% Utilization of net operating losses (25.0% ) (31.8% ) Effective tax rate 0.0% 0.0% |
Schedule of Significant Components of Deferred Tax Assets | Significant components of our deferred tax assets and deferred tax liabilities consist of the following: (in thousands) March 31, 2020 March 31, 2019 Deferred Tax Assets: Net operating loss carryforwards $ 2,683 $ 5,869 Tax credit carryforward 124 152 Inventory and receivable allowances - 23 Accrued expenses deductible when paid - 35 Deferred tax assets 2,807 6,079 Deferred Tax Liabilities: Depreciation and amortization - (153 ) Deferred tax liabilities - (153 ) Net deferred tax assets 2,807 5,926 Valuation allowance (2,807 ) (5,926 ) Net deferred tax assets $ - $ - |
Schedule of Unused Net Operating Loss and Tax Credit Carryforwards | As of March 31, 2020, we have the following unused net operating loss and tax credit carryforwards available to offset future federal and state taxable income, both of which expire at various times as noted below: (in thousands) Net Operating Losses Investment & Research Credits Expiration Dates Federal $ 26,835 $ 124 2022 to 2039 State $ 466 $ 46 2034 to 2039 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Activity under the 2003 Plan for the fiscal years ended March 31, 2020 and 2019 are as follows: Options Outstanding Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value (in thousands) Options outstanding as of April 1, 2019 1,788,750 $ 0.20 2.03 $ 20 Granted - - Exercised (656,250 ) 0.06 Cancelled or forfeited (972,500 ) $ 0.29 Options outstanding as of March 31, 2020 160,000 $ 0.25 .08 $ 1 Options exercisable as of March 31, 2020 160,000 $ 0.25 .08 $ 1 Options vested or expected to vest as of March 31, 2020 - $ - - $ - |
Schedule of Black-Scholes Pricing Model Assumptions | In determining the fair value of the options granted pursuant to the 2017 Plan, we utilized the Black-Scholes pricing model utilizing the following assumptions: August 17, 2017 Option Grants August 16, 2018 Option Grants December 13, 2018 Option Grants Total shares granted 5,600,000 750,000 200,000 Option exercise price per share $ 0.06 $ 0.040 $ 0.060 Grant date fair market value per share $ 0.06 $ 0.046 $ 0.059 Expected term of option in years 10.0 2.00 1.00 Expected volatility 100 % 100 % 100 % Expected dividend rate 0.00 % 0.00 % 0.00 % Risk free interest rate 1.00 % 0.00 % 2.69 % |
Business Description (Details N
Business Description (Details Narrative) $ in Thousands | Jan. 31, 2020USD ($) |
Asset Purchase Agreement [Member] | |
Purchase price of asset | $ 7,250 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) $ in Thousands | Apr. 23, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Loss from continuing operations | $ (246) | $ (172) | |
Cash flows from operations | 5,333 | $ (31) | |
Share Holder [Member] | |||
Cash distribution | $ 5,087 | ||
Share Holder [Member] | Subsequent Event [Member] | |||
Cash distribution | $ 5,087 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Jan. 30, 2020 | Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Revenues | $ 2,698 | |||
Income from discontinued operation | 2,698 | 3,347 | ||
Research and development expenses | 314 | |||
Research and development and regulatory, discontinued operations | $ 314 | 345 | ||
Advertising expenses | 1,000 | |||
Advertising expenses, discontinued operations | $ 1,000 | |||
Potentially dilutive shares, excluded from diluted loss per share | 0 | 7,563,556 | ||
Allowance for doubtful accounts receivable | $ 0 | $ 5 | ||
Inventory, net | 271 | |||
Excess and obsolete inventory, additional net amount | 11 | |||
Obsolete inventory, disposal items | 271 | 42 | ||
Allowance for obsolete and excess inventory | 81 | |||
Property and equipment, net | 1,749 | |||
Deferred financing costs, amortization expense | $ 5 | $ 7 | ||
Building [Member] | ||||
Property and equipment, useful life | 40 years | |||
Minimum [Member] | ||||
Property and equipment, useful life | 3 years | |||
Maximum [Member] | ||||
Property and equipment, useful life | 7 years |
Asset Sale and Discontinued O_3
Asset Sale and Discontinued Operations (Details Narrative) - USD ($) $ in Thousands | Jan. 31, 2020 | Nov. 25, 2019 | Dec. 22, 2011 | Mar. 31, 2020 | Mar. 31, 2019 |
Transaction and legal costs | $ 1,634 | ||||
Proceeds from assets sale | 2,091 | $ 88 | |||
Financing obligation | 0 | 1,986 | |||
Accrued interest on financing obligation | $ 155 | $ 0 | $ 168 | ||
Asset Purchase Agreement [Member] | |||||
Purchase price of asset | 7,250 | ||||
Asset Purchase Agreement [Member] | Independent Third-Party [Member] | |||||
Proceeds from land and building | $ 2,000 | ||||
Asset Purchase Agreement [Member] | Mitsubishi Chemical Performance Polymers, Inc [Member] | |||||
Purchase price of asset | 1,150 | $ 7,250 | |||
Transaction and legal costs | 567 | ||||
Facility related obligations | 483 | ||||
Contingent facility maintenance costs | 100 | ||||
Proceeds from assets sale | $ 6,100 |
Asset Sale and Discontinued O_4
Asset Sale and Discontinued Operations - Schedule of Transaction Costs Incurred (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Building maintenance fees | $ 100 |
Legal and professional fees | 697 |
Proxy solicitation fees | 42 |
Employee bonus and change of control compensation | 795 |
Total transaction costs | $ 1,634 |
Asset Sale and Discontinued O_5
Asset Sale and Discontinued Operations - Schedule of Components of Assets Held-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Inventories, net | $ 271 | $ 248 |
Property, plant and equipment, net | 1,749 | 1,791 |
Property, plant and equipment, gross | 4,751 | 4,751 |
Less: accumulated depreciation | (3,002) | (2,960) |
Land [Member] | ||
Property, plant and equipment, gross | 500 | 500 |
Building [Member] | ||
Property, plant and equipment, gross | 2,705 | 2,705 |
Machinery, Equipment and Tooling [Member] | ||
Property, plant and equipment, gross | 1,248 | 1,248 |
Furniture, Fixtures and Office Equipment [Member] | ||
Property, plant and equipment, gross | 285 | 285 |
Office Equipment Under Capital Lease [Member] | ||
Property, plant and equipment, gross | 13 | 13 |
Raw Materials [Member] | ||
Inventories, net | 129 | 121 |
Work in Progress [Member] | ||
Inventories, net | 35 | 49 |
Finished Goods [Member] | ||
Inventories, net | $ 107 | $ 78 |
Asset Sale and Discontinued O_6
Asset Sale and Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total revenues | $ 2,698 | $ 3,347 |
Cost of sales | 719 | 877 |
Gross profit | 1,979 | 2,470 |
Research, development and regulatory | 314 | 345 |
Selling, general and administrative | 1,277 | 1,202 |
Total operating expenses | 1,591 | 1,547 |
Income from discontinued operations | 388 | 923 |
Interest expense | (398) | (417) |
Other income (expense) from discontinued operations, net | (398) | (417) |
Income (loss) from discontinued operations before provision for income taxes | (10) | 506 |
Provision for income taxes | ||
Net income (loss) from discontinued operations | $ (10) | $ 506 |
Net income (loss) from discontinued operations per common share: Basic | $ 0 | $ 0.02 |
Net income (loss) from discontinued operations per common share: Diluted | $ 0 | $ 0.02 |
Shares used in computing net income from discontinued operations per common share: Basic | 23,679,000 | 21,491,000 |
Shares used in computing net income (loss) from discontinued operations per common share: Diluted | 23,679,000 | 23,096,000 |
Product Sales [Member] | ||
Total revenues | $ 1,839 | $ 2,409 |
License and Royalty Fees [Member] | ||
Total revenues | $ 859 | $ 938 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Dec. 05, 2019 | Dec. 13, 2018 | Aug. 16, 2018 | Aug. 17, 2017 | Dec. 05, 2016 | Apr. 26, 2016 | Mar. 31, 2020 | Mar. 31, 2019 |
Number of stock options shares granted | 200,000 | 750,000 | 5,600,000 | |||||
Carroll Note [Member] | ||||||||
Interest expense | $ 1 | $ 2 | ||||||
Affiliate Notes [Member] | ||||||||
Interest expense | 10 | 10 | ||||||
Affiliate Notes [Member] | 2017 Non-Qualified Equity Incentive Plan [Member] | ||||||||
Issuance of promissory note | $ 125 | |||||||
Number of stock options shares granted | 2,083,333 | |||||||
Purchase price upon exercise of stock options | $ 125 | |||||||
Khristine Carroll [Member] | Carroll Note [Member] | ||||||||
Issuance of promissory note | $ 25 | |||||||
Note due date description | The Carroll Note was initially due on May 25, 2016 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of May 25, 2016. | |||||||
Note interest rate | 10.00% | |||||||
Repayments of promissory note | 15 | 5 | ||||||
Note principal balance outstanding | 15 | |||||||
Michael Adams [Member] | First Affiliate Note [Member] | ||||||||
Issuance of promissory note | $ 25 | |||||||
Note due date description | The First Affiliate Note was initially due on May 25, 2016 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of May 25, 2016. | |||||||
Note interest rate | 10.00% | |||||||
Repayments of promissory note | ||||||||
Note principal balance outstanding | 0 | 25 | ||||||
Michael Adams [Member] | Second Affiliate Note [Member] | ||||||||
Issuance of promissory note | $ 100 | |||||||
Note due date description | The Second Affiliate Note was initially due on June 5, 2017 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of June 5, 2017. | |||||||
Note interest rate | 12.00% | |||||||
Repayments of promissory note | ||||||||
Note principal balance outstanding | $ 0 | $ 100 | ||||||
Commitment fee | $ 3 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 15,000 | |
Federal income tax expense |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expected federal tax rate | 21.00% | 34.00% |
State income taxes, net of federal tax benefit | 5.50% | 5.50% |
Non-deductible expenses | 1.00% | 5.30% |
Effect of net operating loss true-up | (2.50%) | 0.00% |
Utilization of net operating losses | (25.00%) | (31.80%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets: Net operating loss carryforwards | $ 2,683 | $ 5,869 |
Deferred Tax Assets: Tax credit carryforward | 124 | 152 |
Deferred Tax Assets: Inventory and receivable allowances | 23 | |
Deferred Tax Assets: Accrued expenses deductible when paid | 35 | |
Deferred tax assets | 2,807 | 6,079 |
Deferred Tax Liabilities: Depreciation and amortization | (153) | |
Deferred tax liabilities | (153) | |
Net deferred tax assets, before valuation allowances | 2,807 | 5,926 |
Valuation allowance | (2,807) | (5,926) |
Net deferred tax assets |
Income Taxes - Schedule of Unus
Income Taxes - Schedule of Unused Net Operating Loss and Tax Credit Carryforwards (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($) | |
Federal [Member] | |
Net Operating Losses | $ 26,835 |
Expiration Dates | 2022 to 2039 |
Federal [Member] | Investment & Research Credits [Member] | |
Investment & Research Credits | $ 124 |
State [Member] | |
Net Operating Losses | $ 466 |
Expiration Dates | 2034 to 2039 |
State [Member] | Investment & Research Credits [Member] | |
Investment & Research Credits | $ 46 |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) - USD ($) $ in Thousands | Dec. 05, 2019 | Dec. 13, 2018 | Aug. 16, 2018 | Aug. 17, 2017 | Dec. 05, 2016 | Apr. 26, 2016 | Mar. 31, 2020 | Mar. 31, 2019 |
Number of stock options shares granted | 200,000 | 750,000 | 5,600,000 | |||||
Carroll Note [Member] | ||||||||
Interest expense | $ 1 | $ 2 | ||||||
Affiliate Notes [Member] | ||||||||
Interest expense | 10 | 10 | ||||||
Affiliate Notes [Member] | 2017 Non-Qualified Equity Incentive Plan [Member] | ||||||||
Issuance of promissory note | $ 125 | |||||||
Number of stock options shares granted | 2,083,333 | |||||||
Purchase price upon exercise of stock options | $ 125 | |||||||
Khristine Carroll [Member] | Carroll Note [Member] | ||||||||
Issuance of promissory note | $ 25 | |||||||
Note due date description | The Carroll Note was initially due on May 25, 2016 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of May 25, 2016. | |||||||
Note interest rate | 10.00% | |||||||
Repayments of promissory note | 15 | 5 | ||||||
Note principal balance outstanding | 15 | |||||||
Michael Adams [Member] | First Affiliate Note [Member] | ||||||||
Issuance of promissory note | $ 25 | |||||||
Note due date description | The First Affiliate Note was initially due on May 25, 2016 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of May 25, 2016. | |||||||
Note interest rate | 10.00% | |||||||
Repayments of promissory note | ||||||||
Note principal balance outstanding | 0 | 25 | ||||||
Michael Adams [Member] | Second Affiliate Note [Member] | ||||||||
Issuance of promissory note | $ 100 | |||||||
Note due date description | The Second Affiliate Note was initially due on June 5, 2017 and, per mutually agreement by the parties, extended for consecutive monthly periods subsequent to the initial term of June 5, 2017. | |||||||
Note interest rate | 12.00% | |||||||
Repayments of promissory note | ||||||||
Note principal balance outstanding | $ 0 | $ 100 | ||||||
Commitment fee | $ 3 |
Concentrations of Credit Risk_2
Concentrations of Credit Risk and Major Customers (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounts receivable-trade | $ 63 | $ 483 |
Four Customers [Member] | ||
Accounts receivable-trade | $ 44 | $ 61 |
Four Customers [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Concentrations of credit risk percentage | 70.00% | |
Customers One [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Concentrations of credit risk percentage | 13.00% | |
Customers One [Member] | Customer Concentration Risk [Member] | Revenue [Member] | Discontinued Operations [Member] | ||
Concentrations of credit risk percentage | 22.00% | 24.00% |
Customers Two [Member] | Customer Concentration Risk [Member] | Revenue [Member] | Discontinued Operations [Member] | ||
Concentrations of credit risk percentage | 16.00% | 11.00% |
Customers Three [Member] | Customer Concentration Risk [Member] | Revenue [Member] | Discontinued Operations [Member] | ||
Concentrations of credit risk percentage | 12.00% | |
Two Customers [Member] | Customer Concentration Risk [Member] | Discontinued Operations [Member] | ||
Due from customer | $ 0 | $ 185 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 27, 2019 | Jul. 22, 2015 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Jun. 02, 2004 | Jun. 02, 2001 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares outstanding | |||||||
Proceeds from issuance of common stock | $ 189 | ||||||
Stock Repurchase Program [Member] | |||||||
Number of shares authorized for repurchase | 500,000 | 250,000 | |||||
Number of shares repurchased | 251,379 | ||||||
Number of shares remaining to be repurchase | 498,621 | 498,621 | |||||
Series A Junior Participating Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock, shares outstanding | |||||||
Common Stock Warrants [Member] | Advisor [Member] | |||||||
Compensate amount | $ 4 | ||||||
Number of warrant purchase shares of common stock | 830,500 | 830,500 | |||||
Warrant exercise price | $ 0.301 | ||||||
Warrant, value | $ 28 | ||||||
Proceeds from issuance of common stock | $ 25 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 05, 2019 | Dec. 13, 2018 | Aug. 16, 2018 | Aug. 17, 2017 | Aug. 14, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 13, 2018 | Oct. 31, 2003 |
Number of common stock, shares authorized | 50,000,000 | ||||||||
Option exercise price | |||||||||
Number of shares exercised options to purchase | 200,000 | 750,000 | 5,600,000 | ||||||
Stock-based compensation expense | $ 23 | ||||||||
Unrecognized compensation cost | |||||||||
Common Stock Outstanding [Member] | |||||||||
Option exercise price | $ 0.145 | ||||||||
Option granted expired term | 10 years | ||||||||
Common Stock Options [Member] | |||||||||
Number of shares exercised options to purchase | 4,050,000 | ||||||||
Number of shares cashless exercise of common stock | 2,910,000 | ||||||||
Common Stock Options [Member] | Michael Adams [Member] | |||||||||
Number of shares exercised options to purchase | 2,083,333 | ||||||||
Principal balance due on affiliate notes | $ 125 | ||||||||
Options remaining exercisable shares | 416,667 | ||||||||
Number of shares cashless exercise of common stock | 291,667 | ||||||||
Common Stock Options [Member] | Directors, Certain Employees and One Consultant [Member] | Maximum [Member] | |||||||||
Option exercise price | $ 0.06 | ||||||||
Common Stock Options [Member] | Directors, Certain Employees and One Consultant [Member] | Minimum [Member] | |||||||||
Option exercise price | $ 0.04 | ||||||||
2003 Stock Option Plan [Member] | |||||||||
Number of common stock, shares authorized | 3,000,000 | ||||||||
Number of shares common stock registered | 7,000,000 | ||||||||
Stock-based compensation expense | |||||||||
2003 Stock Option Plan [Member] | Common Stock Options [Member] | Directors and Certain Employees [Member] | |||||||||
Number of shares exercised options to purchase | 656,250 | ||||||||
Consideration cash | $ 40 | ||||||||
2017 Non-Qualified Equity Incentive Plan [Member] | |||||||||
Number of shares available to grant | 450,000 | ||||||||
2017 Non-Qualified Equity Incentive Plan [Member] | Board Of Directors [Member] | |||||||||
Option granted expired term | 10 years | ||||||||
2017 Non-Qualified Equity Incentive Plan [Member] | Board Of Directors [Member] | Maximum [Member] | |||||||||
Number of shares exercised options to purchase | 7,000,000 | ||||||||
2017 Non-Qualified Equity Incentive Plan [Member] | Michael Adams [Member] | |||||||||
Option exercise price | $ 0.06 | ||||||||
Number of shares exercised options to purchase | 2,500,000 | ||||||||
2017 Non-Qualified Equity Incentive Plan [Member] | Directors, Certain Employees and a Consultant [Member] | |||||||||
Number of stock options vested and exercisable | 6,550,000 | ||||||||
2017 Non-Qualified Equity Incentive Plan [Member] | Common Stock Options [Member] | Directors, Certain Employees and One Consultant [Member] | |||||||||
Number of shares exercised options to purchase | 4,050,000 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options Outstanding Beginning Balance | shares | 1,788,750 |
Number of Options Granted | shares | |
Number of Options Exercised | shares | (656,250) |
Number of Options Cancelled or Forfeited | shares | (972,500) |
Number of Options Outstanding Ending Balance | shares | 160,000 |
Number of Options Exercisable | shares | 160,000 |
Number of Options Vested or Expected to Vest | shares | |
Weighted-average Exercise Price Per Share Outstanding Beginning Balance | $ / shares | $ 0.20 |
Weighted-average Exercise Price Per Share Granted | $ / shares | |
Weighted-average Exercise Price Per Share Exercised | $ / shares | 0.06 |
Weighted-average Exercise Price Per Share Cancelled or Forfeited | $ / shares | 0.29 |
Weighted-average Exercise Price Per Share Outstanding Ending Balance | $ / shares | 0.25 |
Weighted-average Exercise Price Per Share Exercisable | $ / shares | 0.25 |
Weighted-average Exercise Price Per Share Vested or Expected to Vest | $ / shares | |
Weighted-average Remaining Contractual Term in Years Outstanding, Beginning | 2 years 11 days |
Weighted-average Remaining Contractual Term in Years Outstanding, Ending | 29 days |
Weighted-average Remaining Contractual Term in Years Exercisable | 29 days |
Weighted-average Remaining Contractual Term in Years Vested or Expected to Vest | 0 years |
Aggregate Intrinsic Value Outstanding Beginning | $ | $ 20 |
Aggregate Intrinsic Value Outstanding Ending | $ | 1 |
Aggregate Intrinsic Value Exercisable | $ | 1 |
Aggregate Intrinsic Value, Vested or Expected to Vest | $ |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Black-Scholes Pricing Model Assumptions (Details) - $ / shares | Dec. 13, 2018 | Aug. 16, 2018 | Aug. 17, 2017 |
Share-based Payment Arrangement [Abstract] | |||
Total shares granted | 200,000 | 750,000 | 5,600,000 |
Option exercise price per share | $ 0.060 | $ 0.040 | $ 0.06 |
Grant date fair market value per share | $ 0.059 | $ 0.046 | $ 0.06 |
Expected term of option in years | 1 year | 2 years | 10 years |
Expected volatility | 100.00% | 100.00% | 100.00% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Risk free interest rate | 2.69% | 0.00% | 1.00% |
Benefit Plans and Employment _2
Benefit Plans and Employment Agreements of Executive Officers (Details Narrative) - USD ($) $ in Thousands | Feb. 28, 2020 | Apr. 02, 2006 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 |
Michael Adams [Member] | |||||
Annual base salary | $ 290 | $ 320 | |||
Change of control provision | $ 650 | ||||
Board Of Directors [Member] | Michael Adams [Member] | |||||
Performance based bonus | $ 1,510 | $ 0 | |||
Retirement Savings Plan [Member] | |||||
Plan contributions | $ 8 | $ 8 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] $ / shares in Units, $ in Thousands | Apr. 06, 2020USD ($)$ / shares |
Price per share | $ / shares | $ 0.18 |
Total cash distribution | $ | $ 5,087 |
Dividends payable, date of record | Apr. 16, 2020 |
Dividends payable, date to be paid | Apr. 23, 2020 |