Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 10, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | DropCar, Inc. | |
Entity Central Index Key | 1,086,745 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | DCAR | |
Entity Common Stock, Shares Outstanding | 7,811,924 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | ||
CURRENT ASSETS: | ||||
Cash | $ 6,939,046 | $ 372,011 | ||
Accounts receivable, net | 2,246,446 | 187,659 | ||
Contract assets | 1,110,252 | 0 | ||
Prepaid expenses and other current assets | 567,471 | 51,532 | ||
Total Current Assets | 10,863,215 | 611,202 | ||
Property and equipment, net | 400,711 | 5,981 | ||
Capitalized software costs, net | 602,061 | 589,584 | ||
Intangible assets, net | 1,770,000 | 0 | ||
Goodwill | 3,410,000 | [1] | 0 | |
Other assets | 14,484 | 3,000 | ||
TOTAL ASSETS | 17,060,471 | 1,209,767 | ||
CURRENT LIABILITIES: | ||||
Accounts payable and accrued expenses | 2,648,814 | 1,820,731 | ||
Deferred income | 293,416 | 236,433 | ||
Accrued interest | 159,584 | 135,715 | ||
Current portion of loans payable | 54,516 | 0 | ||
Contract liabilities | 1,694,807 | 0 | ||
Total current liabilities | 4,851,137 | 2,192,879 | ||
Loans payable, net of current portion | 94,587 | 0 | ||
Convertible note payable, net of debt discount | 0 | 3,506,502 | ||
TOTAL LIABILITIES | 4,945,724 | 5,699,381 | ||
COMMITMENTS AND CONTINGENCIES | ||||
STOCKHOLDERS' EQUITY(DEFICIT): | ||||
Common stock, $0.0001 par value; 25,000,000 shares authorized, 7,811,924 and 2,245,711 issued and outstanding, respectively | 781 | 225 | ||
Additional paid in capital | 25,080,301 | 5,114,970 | ||
Accumulated deficit | (12,966,338) | (9,604,897) | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 12,114,747 | (4,489,614) | [2] | |
Equity (deficit): | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 17,060,471 | 1,209,767 | ||
Series Seed Preferred Stock [Member] | ||||
STOCKHOLDERS' EQUITY(DEFICIT): | ||||
Preferred stock | 0 | 27 | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 0 | 27 | [2] | |
Series A Preferred Stock [Member] | ||||
STOCKHOLDERS' EQUITY(DEFICIT): | ||||
Preferred stock | 0 | 61 | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 0 | 61 | [2] | |
Convertible Series H [Member] | ||||
STOCKHOLDERS' EQUITY(DEFICIT): | ||||
Preferred stock | 0 | 0 | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 3 | 0 | [2] | |
Convertible Series H-1 [Member] | ||||
STOCKHOLDERS' EQUITY(DEFICIT): | ||||
Preferred stock | 0 | 0 | ||
Convertible Series H-2 [Member] | ||||
STOCKHOLDERS' EQUITY(DEFICIT): | ||||
Preferred stock | 0 | 0 | ||
Convertible Series H-3 [Member] | ||||
STOCKHOLDERS' EQUITY(DEFICIT): | ||||
Preferred stock | 0 | 0 | ||
Convertible Series H-4 [Member] | ||||
STOCKHOLDERS' EQUITY(DEFICIT): | ||||
Preferred stock | $ 3 | $ 0 | ||
[1] | The useful lives related to the acquired customer relationships and trade name are expected to be approximately 10 years. | |||
[2] | See note 1 for share exchange and reverse split |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 7,811,924 | 7,811,924 |
Common stock, shares outstanding | 2,245,711 | 2,245,711 |
Series Seed Preferred Stock [Member] | ||
Preferred stock, shares authorized | 275,691 | 275,691 |
Preferred stock, shares issued | 0 | 275,691 |
Preferred Stock, Shares Outstanding | 0 | 275,691 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 642,728 | 642,728 |
Preferred stock, shares issued | 0 | 611,944 |
Preferred Stock, Shares Outstanding | 0 | 611,944 |
Convertible Series H [Member] | ||
Preferred stock, shares authorized | 8,500 | 8,500 |
Preferred stock, shares issued | 8 | 0 |
Preferred Stock, Shares Outstanding | 8 | 0 |
Convertible Series H-1 [Member] | ||
Preferred stock, shares authorized | 9,488 | 9,488 |
Preferred stock, shares issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible Series H-2 [Member] | ||
Preferred stock, shares authorized | 3,500 | 3,500 |
Preferred stock, shares issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible Series H-3 [Member] | ||
Preferred stock, shares authorized | 8,461 | 8,461 |
Preferred stock, shares issued | 2,189 | 0 |
Preferred Stock, Shares Outstanding | 2,189 | 0 |
Convertible Series H-4 [Member] | ||
Preferred stock, shares authorized | 30,000 | 30,000 |
Preferred stock, shares issued | 26,843 | 0 |
Preferred Stock, Shares Outstanding | 26,843 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
NET REVENUES | $ 4,874,554 | $ 638,558 |
COST OF REVENUES | 4,622,057 | 489,214 |
GROSS PROFIT | 252,497 | 149,344 |
OPERATING EXPENSES | ||
Selling, general and administrative expenses | 3,067,608 | 496,111 |
Depreciation and amortization | 136,077 | 45,340 |
TOTAL OPERATING EXPENSES | 3,203,685 | 541,451 |
OPERATING LOSS | (2,951,188) | (392,107) |
Discontinued operations: | ||
Interest expense, net | (410,253) | 0 |
NET LOSS | $ (3,361,441) | $ (392,107) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED | $ (0.56) | $ (0.24) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 6,048,351 | 887,635 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders’ Equity (Deficit) - 3 months ended Mar. 31, 2018 - USD ($) | Total | Series Seed Preferred Stock [Member] | Series A Preferred Stock [Member] | Series H Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated (Deficit) [Member] | |
Balance at Dec. 31, 2017 | [1] | $ (4,489,614) | $ 27 | $ 61 | $ 0 | $ 225 | $ 5,114,970 | $ (9,604,897) |
Balance (in shares) at Dec. 31, 2017 | [1] | 275,691 | 611,944 | 0 | 2,245,711 | |||
Issuance of common stock for cash | 300,000 | $ 0 | $ 0 | $ 0 | $ 6 | 299,994 | 0 | |
Issuance of common stock for cash (in shares) | 0 | 0 | 0 | 60,340 | ||||
Conversion of debt into common stock | 3,682,502 | $ 0 | $ 0 | $ 0 | $ 82 | 3,682,420 | 0 | |
Conversion of debt into common stock (in shares) | 0 | 0 | 0 | 820,709 | ||||
Shares issued in connection with Merger to WPCS’s shareholders | 9,792,223 | $ 0 | $ 0 | $ 0 | $ 468 | 9,791,755 | 0 | |
Shares issued in connection with Merger to WPCS’s shareholders (in shares) | 0 | 0 | 0 | 4,685,164 | ||||
Conversion of outstanding Preferred Stock in connection with Merger | 0 | $ (27) | $ (61) | $ 0 | $ 0 | 88 | 0 | |
Conversion of outstanding Preferred Stock in connection with Merger (in shares) | (275,691) | (611,944) | 2,197 | 0 | ||||
Issuance of Series H-4 preferred stock in private placement net of offering costs | 5,898,339 | $ 0 | $ 0 | $ 3 | $ 0 | 5,898,336 | 0 | |
Issuance of Series H-4 preferred stock in private placement net of offering costs (in shares) | 0 | 0 | 25,472 | 0 | ||||
Stock based compensation for options issued to employees | 17,210 | $ 0 | $ 0 | $ 0 | $ 0 | 17,210 | ||
Stock based compensation for restricted stock units issued to employees | 275,528 | 0 | 0 | 0 | 0 | 275,528 | ||
Fair value of Series H-4 preferred stock and warrants issued to service provider for services in connection with the issuance of the H-4 shares | 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |
Fair value of Series H-4 preferred stock and warrants issued to service provider for services in connection with the issuance of the H-4 shares (in shares) | 0 | 0 | 1,371 | 0 | ||||
Net Loss | (3,361,441) | (3,361,441) | ||||||
Balance at Mar. 31, 2018 | $ 12,114,747 | $ 0 | $ 0 | $ 3 | $ 781 | $ 25,080,301 | $ (12,966,338) | |
Balance (in shares) at Mar. 31, 2018 | 0 | 0 | 29,040 | 7,811,924 | ||||
[1] | See note 1 for share exchange and reverse split |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES (NET OF BUSINESS COMBINATION): | ||
Net loss | $ (3,361,441) | $ (392,107) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 312,077 | 45,340 |
Stock based compensation | 292,738 | 25,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,631,106 | (2,678) |
Contract assets | (866,488) | 0 |
Deposit | 0 | 0 |
Prepaid expenses and other current assets | (210,240) | (2,952) |
Accounts payable and accrued expenses | (1,711,126) | 32,322 |
Accrued interest | 23,869 | 0 |
Deferred income | 56,983 | 11,499 |
Contract liabilities | (599,630) | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (4,432,152) | (283,576) |
CASH FLOWS FROM INVESTING ACTIVITIES (NET OF BUSINESS COMBINATION): | ||
Purchase of fixed assets | (46,400) | 0 |
Capitalization of software costs | (90,661) | (50,326) |
Cash received upon acquisition | 4,947,023 | 0 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 4,809,962 | (50,326) |
CASH FLOWS FROM FINANCING ACTIVITIES (NET OF BUSINESS COMBINATION): | ||
Repayment under loan payable obligations | (9,114) | 0 |
Proceeds from the sale of common stock | 300,000 | 69,960 |
Proceeds from the sale of Series H-4 preferred stock and warrants | 6,000,000 | |
Financing costs from the sale of Series H-4 preferred stock | (101,661) | 0 |
Proceeds from issuance of Series A Preferred Stock and subscription receivable | 0 | 150,000 |
Proceeds from issuance of convertible notes and warrants | 0 | 100,000 |
Offering costs - Convertible Notes | 0 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,189,225 | 319,960 |
Net increase (decrease) in cash | 6,567,035 | (13,942) |
Cash, beginning of period | 372,011 | 51,366 |
Cash, end of period | 6,939,046 | 37,424 |
NON-CASH FINANCING ACTIVITIES: | ||
Issuance of Preferred Stock in settlement of convertible notes,derivative and accrued interest | 0 | 387,384 |
Stock issued to WPCS Shareholders in merger net of cash received of $4,947,023 | 4,845,200 | 0 |
Series H-4 offering costs paid in H-4 shares and warrants | $ 568,648 | $ 0 |
Statements of Cash Flows _Paren
Statements of Cash Flows [Parenthetical] - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Acquired from Acquisition | $ 4,947,023 | $ 0 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Reverse Merger and Exchange Ratio On January 30, 2018, DC Acquisition Corporation (“Merger Sub”), a wholly-owned subsidiary of WPCS International Incorporated (“WPCS”), completed its merger with and into DropCar, Inc. (“Private Dropcar”), with Private Dropcar surviving as a wholly owned subsidiary of WPCS. This transaction is referred to as the “Reverse Merger”. The Reverse Merger was effected pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated September 6, 2017, by and among WPCS, Private Dropcar and Merger Sub. As a result of the Reverse Merger, each outstanding share of Private Dropcar share capital (including shares of Private Dropcar share capital to be issued upon the conversion of outstanding convertible debt) automatically converted into the right to receive approximately 0.3273 shares of WPCS’s common stock, par value $ 0.0001 The Reverse Merger has been accounted for as a reverse acquisition under the acquisition method of accounting where Private Dropcar is considered the accounting acquirer and WPCS is the acquired company for financial reporting purposes. Private Dropcar was determined to be the accounting acquirer based on the terms of the Merger Agreement and other factors, such as relative voting rights and the composition of the combined company’s board of directors and senior management, which was deemed to have control Immediately following the Reverse Merger, the combined company changed its name from WPCS International Incorporation to DropCar, Inc. The combined company following the Reverse Merger may be referred to herein as “the combined company,” “DropCar,” or the “Company.” The Company’s shares of common stock listed on The Nasdaq Capital Market, previously trading through the close of business on January 30, 2018 under the ticker symbol “WPCS,” commenced trading on The Nasdaq Capital Market, on a post-Reverse Stock Split adjusted basis, under the ticker symbol “DCAR” on January 31, 2018. Acquisition Accounting The fair value of WPCS assets acquired and liabilities assumed was based upon managements estimates assisted by an independent third-party valuation firm. The assumptions are subject to change within the measurement period up to one year from date of acquisition 9.8 Fair value of equity consideration, 4,685,164 common shares and warrants to purchase common shares $ 9,792,000 Liability assumed: notes payable 158,000 Total purchase price consideration $ 9,950,000 Tangible assets Net working capital (1) $ 6,664,000 Deferred revenue (2,300,000) Fixed assets & equipment 376,000 Intangible assets (2) Customer contracts 1,200,000 Trade name 600,000 Goodwill 3,410,000 Total allocation of purchase price consideration $ 9,950,000 (1) Net working capital consists of cash of $ 4,947,000 3,934,000 318,000 2,535,000 (2) The useful lives related to the acquired customer relationships and trade name are expected to be approximately 10 Pro Forma (Unaudited) Three Months 2018 2017 Total Revenues $ 6,465,794 $ 4,917,637 Net loss $ (5,910,372) $ (1,717,131) Net loss per common share, basic and diluted $ (0.98) $ (1.05) The summarized unaudited consolidated pro forma results are not necessarily indicative of results which would have occurred if the acquisition had been in effect for the periods presented. Further, the summarized unaudited consolidated pro forma results are not intended to be a projection of future results. Unaudited Interim Consolidated Financial Information The accompanying consolidated balance sheets as of March 31, 2018, the consolidated statements of operations and of cash flows for the three months ended March 31, 2018 and 2017, and the consolidated statement of stockholders’ equity (deficit) for the three months ended March 31, 2018 are unaudited. These financial statements should be read in conjunction with the DropCar, Inc’s. 2017 financial statements included in Form 8-K/A filed on April 2, 2018. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2018 and 2017 and the results of its operations and its cash flows for the three months ended March 31, 2018 and 2017. The financial data and other information disclosed in these consolidated notes related to the three months ended March 31, 2018 and 2017 are unaudited. The Company has two reportable operating segments: DropCar Operating Company, Inc. and WPCS International Incorporated DropCar Operating Company, Inc. DropCar Operating Company, Inc. (“Dropcar Operating”) delivers a comprehensive Enterprise Vehicle Assistance and Logistics (“VAL”) platform and mobile application to assist consumers and automotive-related companies reduce the costs, hassles and inefficiencies of owning a car, or fleet of cars, in urban centers. The Company’s VAL platform is a web-based interface to the Company’s core service that coordinates the movements and schedules of trained valets who pickup and drop off cars at dealerships and customer locations. The app tracks progress and provides email and text notifications on status to both dealers and customers, increasing the quality of communication and subsequent satisfaction with the service. WPCS WPCS provides low voltage communication infrastructure services. The Company specializes in the installation and service of low voltage communications, voice and data networks, security systems, audio-visual solutions, and distributed antenna systems and provide experienced project management and deliver complex projects to key vertical markets that include healthcare, education, transportation, energy and utilities, oil and gas, manufacturing, commercial real estate, financial, and government, etc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company has a limited operating history and the sales and income potential of its business and market are unproven. As of March 31, 2018, the Company has an accumulated deficit of $ 13.0 Management’s plan includes raising funds from outside investors. However, there is no assurance that outside funding will be available to the Company, will be obtained on favorable terms or will provide the Company with sufficient capital to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K/A filed with the SEC on April 2, 2018. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions for Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any future periods. The December 31, 2017 balance sheet information was derived from the audited financial statements as of that date. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The unaudited consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. In accordance with ASC 280 “Segment Reporting” (“ASC 280”), the Company has two operating segments, DropCar Operating and WPCS. The Company reviews the operating results of the two different segments in order to allocate resources and assess performance for the Company as a whole. The FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted this ASU effective January 1, 2018 using modified retrospective basis and the cumulative effect was immaterial to the financial statements. Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as the judgment and actions of third parties. DropCar Operating contracts are generally designed to provide cash fees to us on a monthly basis or an upfront rate based on members. The Company’s performance obligation is satisfied over time as the service is provided continuously throughout the service period. The Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing a continuous service to the customer. Contracts with minimum performance guarantees or price concessions include variable consideration and are subject to the revenue constraint. The Company uses an expected value method to estimate variable consideration for minimum performance guarantees and price concessions. The Company has constrained revenue for expected price concessions during the period ending March 31, 2018. DropCar Operating DropCar Operating provides a variety of services to its customers through a mobile application platform include valet, parking, maintenance and repairs as well as business-to-business movement and maintenance services. The majority of its contracts are month-to-month subscription contracts with fixed monthly or contract term fees. Monthly Subscriptions DropCar Operating offers a selection of subscriptions which can include parking, valet, and access to other services. The contract terms are on a month-to-month subscription contract with fixed monthly or contract term fees. The Company allocates the purchase price among the performance obligations which results in deferring revenue until the service is utilized or the service period has expired. On Demand Valet and Parking Services DropCar Operating offers its customers on demand services through its mobile application. The customer is billed at an hourly rate upon completion of the services. Revenue is recognized when the Company has satisfied all performance obligations which is upon completion of the service. DropCar 360 Services DropCar Operating offers an additional service to its customers by offering to take the vehicle for inspection, maintenance, car washes or to fill up with gas. The customers are charged a fee in addition to the cost of the third-party services provided. Revenue is recognized when the Company has satisfied all performance obligations which is upon completion of the service. Business-To-Business DropCar Operating also has contracts with car dealerships in moving their fleet of cars. Revenue is recognized at the point in time all performance obligations are satisfied which is when the Company provide the delivery service of the vehicles. WPCS WPCS generates its revenue by offering low voltage communications infrastructure contracting services. WPCS recognizes revenue and profit from long term contracts when it satisfies a performance obligation by transferring control of promised goods or service to a customer. Revenue is recognized over time by measuring progress toward complete satisfaction of the performance obligation. WPCS uses an input method which recognizes revenue over time based on WPCS’s labor and materials costs expended for a period as a percentage of total labor and materials costs expected to satisfy the performance obligation of delivering the overall infrastructure project. Input method is used because management believes it’s the best available method that measures revenue on the basis of the company’s inputs toward satisfaction of the performance obligation. Inputs costs include direct materials, direct labor, third party subcontractor services and those indirect costs related to contract performance. WPCS has numerous contracts that are in various stages of completion. Such contracts require estimates to determine the appropriate cost and revenue recognition. Cost estimates are reviewed monthly on a contract-by-contract basis and are revised periodically throughout the life of the contract such that adjustments to profit resulting from revisions are made cumulative to the date of the revision. Significant management judgments and estimates, including the estimated cost to complete projects, which determines the project’s percent complete, must be made and used in connection with the revenue recognized in the accounting period. Current estimates may be revised as additional information becomes available. If estimates of costs to complete long-term contracts indicate a loss, provision is made currently for the total loss anticipated. The length of WPCS’s contracts varies but is typically between three months and two years. Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying consolidated balance sheets, as they will be liquidated in the normal course of contract completion, although this may require more than one year. WPCS also recognizes certain revenue from short-term contracts at a point in time when the services have been provided to the customer. For maintenance contracts, revenue is recognized ratably over the service period. The Company recognizes all employee share-based compensation as a cost in the financial statements. Equity-classified awards principally related to stock options, restricted stock units (“RSUs”) and equity-based compensation, are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of RSUs are determined using the closing price of the Company’s common stock on the grant date. For service-based vesting grants, expense is recognized over the requisite service period based on the number of options or shares expected to ultimately vest. Forfeitures are estimated at the date of grant and revised when actual or expected forfeiture activity differs materially from original estimates. The Company has one equity incentive plan, the 2014 Equity Incentive Plan (the “Plan”). As of March 31, 2018, there were 30,764 Intangible assets consist of purchased customer contracts and the WPCS tradename that were acquired in the Merger. Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment when indications of impairment are present or when events occur indicating a potential impairment. Goodwill represents the excess of purchase price over fair value of net assets acquired in the Merger and is not amortized. Goodwill is subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. In accordance with ASC 350, the Company assesses goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment. The Company has determined that it has two operating segments as its reporting units, DropCar Operating and WPCS. All of the goodwill is recorded at the WPCS reporting unit. Long-lived assets are primarily comprised of intangible assets, property and equipment, and capitalized software costs. The Company evaluates our Long-Lived Assets, for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets may not be recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairments to long-lived assets for the periods ending March 31, 2018 and 2017. The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2018, and December 31, 2017, the Company had a full valuation allowance against deferred tax assets. The Tax Cuts and Jobs Act (the “Tax Act”), enacted on December 22, 2017, among other things, permanently lowered the statutory federal corporate tax rate from 35 21 The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Financial instruments with carrying values approximating fair value include cash, accounts receivable, costs and estimated earnings in excess of billing on uncompleted contracts, accounts payable and accrued expenses, deferred income, accrued interest, loans payable, and billings in excess of cost and estimated earnings on uncompleted contracts, due to their short-term nature. Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share are computed by assuming that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. As of March 31, 2018 2017 Common stock equivalents: Common stock options 1,028,650 - Series A, H-1, H-3, H-4 and Merger common stock purchase warrants 3,950,914 - Series H, H-3, and H-4 Convertible Preferred Stock 2,739,225 - Restricted shares (unvested) 1,467,858 - Series seed preferred stock - 275,691 Series A preferred stock - 611,944 Totals 9,186,647 887,635 In May 2014, the Financial Accounting Standard Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers. Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration for which the entity expects to be entitled for that specific good or service. Entities may use a full retrospective approach or on a prospective basis and report the cumulative effect as of the date of adoption. The Company adopted the new standard on January 1, 2018 using prospective basis and the cumulative effect was immaterial to the financial statements. The new standard also requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The adoption of this did not have a material effect on the Company’s financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The new guidance dictates that, when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, it should be treated as an acquisition or disposal of an asset. The guidance was adopted as of January 1, 2018 and did not have a material effect on the Company’s financial statements. From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of this guidance on its consolidated financial statements and related disclosures; however, based on the Company's current operating leases, it is expected to have a material impact on the company's consolidated balance sheet by increasing assets and liabilities. In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019; early adoption is permitted. The Company currently anticipates that the adoption of ASU 2017-04 will not have a material impact on our consolidated financial statements. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 3. Concentrations Accounts Receivable As of WPCS Segment March 31, 2018 December 31, 2017 Customer A 29 % - Customer B 19 % - Customer C 7 % - Revenue Recognition For the three months ended WPCS Segment 2018 2017 Customer A 15 % - Customer B 8 % - Customer C 7 % - For the three months ended March 31, 2018 and 2017, the DropCar segment did not have any customers in excess of 5 |
Capitalized Software
Capitalized Software | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Capitalized Software | 4. Capitalized Software March 31, 2018 December 31, 2017 Software $ 995,044 $ 904,383 Accumulated Amortization (392,983) (314,799) Total $ 602,061 $ 589,584 Amortization expense related to capitalized software costs for the three months ended March 31, 2018 and 2017 was $ 78,184 45,340 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 5. Convertible Notes Payable During the year ended December 31, 2017, the Company issued convertible notes totaling $ 4,840,000 878,146 9.84 6 5.90 820,709 0 3,506,502 |
Contract assets and liabilities
Contract assets and liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Contractors [Abstract] | |
Contract assets and liabilities | 6. Contract assets and liabilities Contract assets represents revenue recognized in excess of amounts billed. Contract liabilities represents billings in excess of revenue recognized. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Loans Payable | 7. Loans Payable Loans payable relate to automobiles. These loans mature at various times from 2018 through 2022. The stated interest rate on the loans range from 0 5 149,103 0 54,516 46,375 28,286 16,187 3,739 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 8. Commitments Lease Agreements The Company rented office space in New York, New York from June 2016 through June 2017 on a month-to-month basis at a monthly rent of approximately $ 3,000 10,000 2,000 The Company leases its office facilities for WPCS pursuant to a noncancelable operating lease expiring in February 2021. For the three months ended March 31, 2018 and 2017, rent expense for the Company’s facilities was $ 43,278 9,015 Stock to be issued As of March 31, 2018 and December 31, 2017, the Company has $ 159,584 135,715 4,840,000 27,048 Litigation The Company’s DropCar business is subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business that it believes are incidental to the operation of its business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on its results of operations, financial positions or cash flows. In February 2018, DropCar was served an Amended Summons and Complaint in the Supreme Court of the City of New York, Bronx county originally served solely on an individual, a former DropCar customer, for injuries sustained by plaintiffs alleging such injuries were caused by either the customer or a DropCar valet operating the customer’s vehicle. DropCar to date has cooperated with the NYC Police Department and no charges have been brought against any employee of DropCar. DropCar has referred the matter to its insurance carrier. On February 9, 2016, a DropCar employee was transporting a customer’s vehicle when the vehicle caught fire. On November 22, 2016, Metropolitan Group Property and Casualty Insurance Company (as subrogee of the vehicle’s owner) filed for indemnification and subrogation against the Company in the Supreme Court of the State of New York County of New York, Index No. 159816/2016. The case name is Metropolitan Group Property and Casualty Insurance Company, as subrogee of Scott Sherry v. Mercedes-Benz Manhattan and DropCar, Inc. Management believes that it is not responsible for the damage caused by the vehicle fire and that the fire was not due to any negligence on the part of the DropCar and that the Company has sufficient insurance coverage to pay for any potential losses arising from this proceeding, including the cost of litigating same. As of December 31, 2017, the Company had accrued approximately $ 96,000 44,000 52,000 Other On March 23, 2018, DropCar was made aware of an audit being conducted by the New York State Department of Labor (“DOL”) regarding a claim filed by an employee. The DOL is investigating whether DropCar properly paid overtime for which DropCar has raised several defenses. In addition, the DOL is conducting its audit to determine whether the Company owes spread of hours pay (an hour’s pay for each day an employee worked or was scheduled for a period over ten hours in a day). If the DOL determines that monies are owed, the DOL will seek a backpay order, which management believes will not, either individually or in the aggregate, have a material adverse effect on DropCar’s business, consolidated financial position, results of operations or cash flows. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | 9. Stockholders’ Equity Common Stock On January 18, 2018, the Company sold 60,340 300,000 On January 30, 2018, the Company converted $ 4,840,000 820,709 just prior to Preferred Stock Series Seed On January 30, 2018, the Company converted 275,691 in connection with the Merger Series A On January 30, 2018, the Company converted 611,944 in connection with the Merger Series H Convertible On January 30, 2018, in accordance with the Merger the Company issued 8 Series H-1 and H-2 Convertible The Company has designated 9,458 3,500 Series H-3 Convertible On January 30, 2018, in accordance with the Merger the Company issued 2,189 Series H-4 Convertible On March 8, 2018, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors 25,472 0.0001 2,547,200 2,547,200 common stock 2.60 and warrant 235.50 6.0 On March 8, 2018, the Company filed the Certificate of Designations, Preferences and Rights of the Series H-4 Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing and designating the rights, powers and preferences of the Series H-4 Convertible Preferred Stock (the “Series H-4 Stock”). The Company designated up to 30,000 235.50 2.355 9.99 Stock Based Compensation Service Based Restricted Stock Units On February 28, 2018, the Company issued 1,467,858 3,243,966 which is being At March 31, 2018, unamortized stock compensation for the RSUs was $ 2,968,438 which will be recognized over the next 11 months Service Based Warrants On March 8, 2018, the Company issued 1,371 Series H-4 Shares and 137,100 common stock Black-Scholes 2.60 2.20 5 2.63 volatility of 120.63 0 Series H-4 Shares and an increase and decrease to additional paid in capital 568,648 Employee and Non-employee Shares Weighted Weighted Aggregate Outstanding at December 31, 2017 - $ - - - Acquired in Merger 802,268 5.44 3.80 - Granted 226,382 2.22 10.00 - Outstanding at March 31, 2018 1,028,650 $ 4.73 5.16 - At March 31, 2018, unamortized stock compensation for stock options was $ 405,825 2 Share Based Compensation Stock based compensation for RSU’s and options issued to employees and non-employees 292,738 0 Stock option pricing model three months ended March 31, 2018, Fair value of common stock $2.08-$2.21 Expected volatility 118.83% Dividend yield 0% Risk-free interest 2.87% Expected life (years) 5.56 Warrants Number of Warrants Weighted Average Outstanding, December 31, 2017 878,146 $ 9.84 Acquired H-1 warrants 304,464 4.84 Acquired H-3 warrants 84,004 5.52 Issued H-4 warrants 2,684,300 2.60 Outstanding, March 31, 2018 3,950,914 $ 4.44 The warrants expire during the years 2020-2024. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | 10. Segment Reporting In accordance with FASB ASC 280, “Segment Reporting” ("ASC 280"), the Company discloses financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the Company in deciding how to allocate resources and in assessing performance. The Company follows ASC 280, which establishes standards for reporting information about operating segments in annual and interim financial statements and requires that companies report financial and descriptive information about their reportable segments based on a management approach. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company currently divides its operations into two operating segments: DropCar, Inc. which delivers it VAL platform and mobile application; and WPCS which specializes in the installation and service of low voltage communications. The accounting policies of each of the segments are the same as those described in the Summary of Significant Accounting Policies. The Company evaluates performance based on revenue, gross profit contribution and assets employed. Corporate level operating costs are allocated to each segment in which they are incurred. These costs include corporate costs such as legal, audit, tax and other professional fees including those related to being a public company. As of and For the Three Months Ended 2018 2017 DropCar Operating Net Sales $ 1,692,075 $ 638,558 Gross (Loss) Profit (603,706) 149,344 (Loss) (3,670,819) (392,107) Assets 6,254,001 1,209,767 WPCS Net Sales 3,182,479 - Gross Profit 856,203 - Income 309,378 - Assets 10,806,470 - Consolidated Net Sales 4,874,554 638,558 Gross Profit 252,497 149,344 (Loss) (3,361,441) (392,107) Assets $ 17,060,471 $ 1,209,767 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent to March 31, 2018, the Company formed a committee to explore the sale of the WPCS business. The Company is currently seeking qualified buyers and the sale of the business will have a material effect on the Company’s consolidated financial statements. On April 19, 2018, the Company entered into separate Warrant Exchange Agreements (the “Exchange Agreements”) with the holders (the “Merger Warrant Holders”) of existing merger warrants (the “Merger Warrants”) to purchase shares of Common Stock, pursuant to which, on the closing date, the Merger Warrant Holders would exchange each Merger Warrant for 1/3rd of a share of Common Stock and ½ of a warrant to purchase a share of Common Stock (collectively, the “Series I Warrants”). The Series I Warrants have an exercise price of $ 2.30 292,714 439,070 On May 15, 2018, the Company’s Board of Directors approved the issuance of 183,699 not under the stock option plan 1.81 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Liquidity and Basis of Presentation | The Company has a limited operating history and the sales and income potential of its business and market are unproven. As of March 31, 2018, the Company has an accumulated deficit of $ 13.0 Management’s plan includes raising funds from outside investors. However, there is no assurance that outside funding will be available to the Company, will be obtained on favorable terms or will provide the Company with sufficient capital to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K/A filed with the SEC on April 2, 2018. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions for Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any future periods. The December 31, 2017 balance sheet information was derived from the audited financial statements as of that date. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. |
Segment Reporting | Segment Reporting In accordance with ASC 280 “Segment Reporting” (“ASC 280”), the Company has two operating segments, DropCar Operating and WPCS. The Company reviews the operating results of the two different segments in order to allocate resources and assess performance for the Company as a whole. |
Revenue Recognition | The FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted this ASU effective January 1, 2018 using modified retrospective basis and the cumulative effect was immaterial to the financial statements. Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as the judgment and actions of third parties. DropCar Operating contracts are generally designed to provide cash fees to us on a monthly basis or an upfront rate based on members. The Company’s performance obligation is satisfied over time as the service is provided continuously throughout the service period. The Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing a continuous service to the customer. Contracts with minimum performance guarantees or price concessions include variable consideration and are subject to the revenue constraint. The Company uses an expected value method to estimate variable consideration for minimum performance guarantees and price concessions. The Company has constrained revenue for expected price concessions during the period ending March 31, 2018. DropCar Operating DropCar Operating provides a variety of services to its customers through a mobile application platform include valet, parking, maintenance and repairs as well as business-to-business movement and maintenance services. The majority of its contracts are month-to-month subscription contracts with fixed monthly or contract term fees. Monthly Subscriptions DropCar Operating offers a selection of subscriptions which can include parking, valet, and access to other services. The contract terms are on a month-to-month subscription contract with fixed monthly or contract term fees. The Company allocates the purchase price among the performance obligations which results in deferring revenue until the service is utilized or the service period has expired. On Demand Valet and Parking Services DropCar Operating offers its customers on demand services through its mobile application. The customer is billed at an hourly rate upon completion of the services. Revenue is recognized when the Company has satisfied all performance obligations which is upon completion of the service. DropCar 360 Services DropCar Operating offers an additional service to its customers by offering to take the vehicle for inspection, maintenance, car washes or to fill up with gas. The customers are charged a fee in addition to the cost of the third-party services provided. Revenue is recognized when the Company has satisfied all performance obligations which is upon completion of the service. Business-To-Business DropCar Operating also has contracts with car dealerships in moving their fleet of cars. Revenue is recognized at the point in time all performance obligations are satisfied which is when the Company provide the delivery service of the vehicles. WPCS WPCS generates its revenue by offering low voltage communications infrastructure contracting services. WPCS recognizes revenue and profit from long term contracts when it satisfies a performance obligation by transferring control of promised goods or service to a customer. Revenue is recognized over time by measuring progress toward complete satisfaction of the performance obligation. WPCS uses an input method which recognizes revenue over time based on WPCS’s labor and materials costs expended for a period as a percentage of total labor and materials costs expected to satisfy the performance obligation of delivering the overall infrastructure project. Input method is used because management believes it’s the best available method that measures revenue on the basis of the company’s inputs toward satisfaction of the performance obligation. Inputs costs include direct materials, direct labor, third party subcontractor services and those indirect costs related to contract performance. WPCS has numerous contracts that are in various stages of completion. Such contracts require estimates to determine the appropriate cost and revenue recognition. Cost estimates are reviewed monthly on a contract-by-contract basis and are revised periodically throughout the life of the contract such that adjustments to profit resulting from revisions are made cumulative to the date of the revision. Significant management judgments and estimates, including the estimated cost to complete projects, which determines the project’s percent complete, must be made and used in connection with the revenue recognized in the accounting period. Current estimates may be revised as additional information becomes available. If estimates of costs to complete long-term contracts indicate a loss, provision is made currently for the total loss anticipated. The length of WPCS’s contracts varies but is typically between three months and two years. Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying consolidated balance sheets, as they will be liquidated in the normal course of contract completion, although this may require more than one year. WPCS also recognizes certain revenue from short-term contracts at a point in time when the services have been provided to the customer. For maintenance contracts, revenue is recognized ratably over the service period. |
Employee Stock-Based Compensation | Employee Stock-Based Compensation The Company recognizes all employee share-based compensation as a cost in the financial statements. Equity-classified awards principally related to stock options, restricted stock units (“RSUs”) and equity-based compensation, are measured at the grant date fair value of the award. The Company determines grant date fair value of stock option awards using the Black-Scholes option-pricing model. The fair value of RSUs are determined using the closing price of the Company’s common stock on the grant date. For service-based vesting grants, expense is recognized over the requisite service period based on the number of options or shares expected to ultimately vest. Forfeitures are estimated at the date of grant and revised when actual or expected forfeiture activity differs materially from original estimates. The Company has one equity incentive plan, the 2014 Equity Incentive Plan (the “Plan”). As of March 31, 2018, there were 30,764 |
Intangible Assets | Intangible Assets Intangible assets consist of purchased customer contracts and the WPCS tradename that were acquired in the Merger. Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment when indications of impairment are present or when events occur indicating a potential impairment. |
Goodwill | Goodwill Goodwill represents the excess of purchase price over fair value of net assets acquired in the Merger and is not amortized. Goodwill is subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment. In accordance with ASC 350, the Company assesses goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment. The Company has determined that it has two operating segments as its reporting units, DropCar Operating and WPCS. All of the goodwill is recorded at the WPCS reporting unit. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are primarily comprised of intangible assets, property and equipment, and capitalized software costs. The Company evaluates our Long-Lived Assets, for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets may not be recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairments to long-lived assets for the periods ending March 31, 2018 and 2017. |
Income Taxes | Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2018, and December 31, 2017, the Company had a full valuation allowance against deferred tax assets. The Tax Cuts and Jobs Act (the “Tax Act”), enacted on December 22, 2017, among other things, permanently lowered the statutory federal corporate tax rate from 35 21 |
Fair Value Measurements | Fair Value Measurements The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Financial instruments with carrying values approximating fair value include cash, accounts receivable, costs and estimated earnings in excess of billing on uncompleted contracts, accounts payable and accrued expenses, deferred income, accrued interest, loans payable, and billings in excess of cost and estimated earnings on uncompleted contracts, due to their short-term nature. |
Earnings/Loss Per Share | Earnings/Loss Per Share Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share are computed by assuming that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. As of March 31, 2018 2017 Common stock equivalents: Common stock options 1,028,650 - Series A, H-1, H-3, H-4 and Merger common stock purchase warrants 3,950,914 - Series H, H-3, and H-4 Convertible Preferred Stock 2,739,225 - Restricted shares (unvested) 1,467,858 - Series seed preferred stock - 275,691 Series A preferred stock - 611,944 Totals 9,186,647 887,635 |
Adoption of New Accounting Standards | Adoption of New Accounting Standards In May 2014, the Financial Accounting Standard Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers. Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration for which the entity expects to be entitled for that specific good or service. Entities may use a full retrospective approach or on a prospective basis and report the cumulative effect as of the date of adoption. The Company adopted the new standard on January 1, 2018 using prospective basis and the cumulative effect was immaterial to the financial statements. The new standard also requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The adoption of this did not have a material effect on the Company’s financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The new guidance dictates that, when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, it should be treated as an acquisition or disposal of an asset. The guidance was adopted as of January 1, 2018 and did not have a material effect on the Company’s financial statements. |
Recently Issued Accounting Standards | From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of this guidance on its consolidated financial statements and related disclosures; however, based on the Company's current operating leases, it is expected to have a material impact on the company's consolidated balance sheet by increasing assets and liabilities. In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019; early adoption is permitted. The Company currently anticipates that the adoption of ASU 2017-04 will not have a material impact on our consolidated financial statements. |
The Company (Tables)
The Company (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 9.8 Fair value of equity consideration, 4,685,164 common shares and warrants to purchase common shares $ 9,792,000 Liability assumed: notes payable 158,000 Total purchase price consideration $ 9,950,000 Tangible assets Net working capital (1) $ 6,664,000 Deferred revenue (2,300,000) Fixed assets & equipment 376,000 Intangible assets (2) Customer contracts 1,200,000 Trade name 600,000 Goodwill 3,410,000 Total allocation of purchase price consideration $ 9,950,000 (1) Net working capital consists of cash of $ 4,947,000 3,934,000 318,000 2,535,000 (2) The useful lives related to the acquired customer relationships and trade name are expected to be approximately 10 |
Schedule of Business Acquisition, Pro Forma Information | The following summarized unaudited consolidated pro forma information shows the results of operations of the Company had the reverse acquisition occurred on January 1, 2017: Pro Forma (Unaudited) Three Months 2018 2017 Total Revenues $ 6,465,794 $ 4,917,637 Net loss $ (5,910,372) $ (1,717,131) Net loss per common share, basic and diluted $ (0.98) $ (1.05) |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from weighted average diluted common shares outstanding because their inclusion would have been antidilutive. As of March 31, 2018 2017 Common stock equivalents: Common stock options 1,028,650 - Series A, H-1, H-3, H-4 and Merger common stock purchase warrants 3,950,914 - Series H, H-3, and H-4 Convertible Preferred Stock 2,739,225 - Restricted shares (unvested) 1,467,858 - Series seed preferred stock - 275,691 Series A preferred stock - 611,944 Totals 9,186,647 887,635 |
Concentrations (Tables)
Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Schedules of Concentration of Risk, by Risk Factor | The concentration of accounts receivable are as follows: As of WPCS Segment March 31, 2018 December 31, 2017 Customer A 29 % - Customer B 19 % - Customer C 7 % - |
Sales Revenue, Net [Member] | |
Concentration Risk [Line Items] | |
Schedules of Concentration of Risk, by Risk Factor | The concentration of revenue recognition are as follows: For the three months ended WPCS Segment 2018 2017 Customer A 15 % - Customer B 8 % - Customer C 7 % - |
Capitalized Software (Tables)
Capitalized Software (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Capitalized Computer Software, Net | March 31, 2018 December 31, 2017 Software $ 995,044 $ 904,383 Accumulated Amortization (392,983) (314,799) Total $ 602,061 $ 589,584 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option activity during the three months ended March 31, 2018: Shares Weighted Weighted Aggregate Outstanding at December 31, 2017 - $ - - - Acquired in Merger 802,268 5.44 3.80 - Granted 226,382 2.22 10.00 - Outstanding at March 31, 2018 1,028,650 $ 4.73 5.16 - |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of the stock options granted during the three months ended March 31, 2018, Fair value of common stock $2.08-$2.21 Expected volatility 118.83% Dividend yield 0% Risk-free interest 2.87% Expected life (years) 5.56 |
Schedule Of Common Stock Warrant Activity | A summary of the Company’s warrants to common stock activity is as follows: Number of Warrants Weighted Average Outstanding, December 31, 2017 878,146 $ 9.84 Acquired H-1 warrants 304,464 4.84 Acquired H-3 warrants 84,004 5.52 Issued H-4 warrants 2,684,300 2.60 Outstanding, March 31, 2018 3,950,914 $ 4.44 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | As of and For the Three Months Ended 2018 2017 DropCar Operating Net Sales $ 1,692,075 $ 638,558 Gross (Loss) Profit (603,706) 149,344 (Loss) (3,670,819) (392,107) Assets 6,254,001 1,209,767 WPCS Net Sales 3,182,479 - Gross Profit 856,203 - Income 309,378 - Assets 10,806,470 - Consolidated Net Sales 4,874,554 638,558 Gross Profit 252,497 149,344 (Loss) (3,361,441) (392,107) Assets $ 17,060,471 $ 1,209,767 |
The Company (Details)
The Company (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jan. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |||
Fair value of equity consideration, 4,685,164 common shares and warrants to purchase common shares | $ 9,800,000 | $ 9,792,000 | |||
Liability assumed: notes payable | 158,000 | ||||
Total purchase price consideration | 9,950,000 | ||||
Tangible assets | |||||
Net working capital (1) | [1] | 6,664,000 | |||
Deferred revenue | (2,300,000) | ||||
Fixed assets & equipment | 376,000 | ||||
Intangible assets (2) | |||||
Goodwill | 3,410,000 | [2] | $ 0 | ||
Customer Contracts [Member] | |||||
Intangible assets (2) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | 1,200,000 | |||
Trade Names [Member] | |||||
Intangible assets (2) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | [2] | $ 600,000 | |||
[1] | Net working capital consists of cash of $4,947,000; account receivable of 3,934,000; and other assets of $318,000; and contract liabilities of $2,535,000. | ||||
[2] | The useful lives related to the acquired customer relationships and trade name are expected to be approximately 10 years. |
The Company (Details 1)
The Company (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Total Revenues | $ 6,465,794 | $ 4,917,637 |
Net loss | $ (5,910,372) | $ (1,717,131) |
Net loss per common share, basic and diluted | $ (0.98) | $ (1.05) |
The Company (Details Textual)
The Company (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Ownership Holding Description Immediately After Business Combination | Following the closing of the Reverse Merger, holders of WPCS’s common stock immediately prior to the Reverse Merger owned approximately 22.9% on a fully diluted basis, and holders of Private Dropcar common stock immediately prior to the Reverse Merger owned approximately 77.1% on a fully diluted basis, of WPCS’s common stock. | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 9,800,000 | $ 9,792,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 4,947,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 3,934,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 318,000 | ||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Contract Liabilities | $ 2,535,000 | ||
Common Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock [Member] | |||
Stock Issued During Period, Shares, Conversion of Units | 4,685,164 | ||
Private Drop Car [Member] | |||
Business Combination, Control Obtained Description | As a result of the Reverse Merger, each outstanding share of Private Dropcar share capital (including shares of Private Dropcar share capital to be issued upon the conversion of outstanding convertible debt) automatically converted into the right to receive approximately 0.3273 shares of WPCS’s common stock, par value $0.0001 per share (the “Exchange Ratio”). | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,186,647 | 887,635 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,028,650 | 0 |
Series A, H-1, H-3, H-4 and Merger common stock purchase warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,950,914 | 0 |
Series H, H-3, and H-4 Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,739,225 | 0 |
Restricted shares (unvested) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,467,858 | 0 |
Series seed preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 275,691 |
Series A preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 611,944 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Retained Earnings (Accumulated Deficit) | $ (9,604,897) | $ (12,966,338) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||
Scenario, Plan [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
2014 Equity Incentive Plan [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 30,764 |
Concentrations (Details)
Concentrations (Details) - WPCS Segment [Member] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Accounts Receivable [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 29.00% | 0.00% | |
Accounts Receivable [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 19.00% | 0.00% | |
Accounts Receivable [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 7.00% | 0.00% | |
Sales Revenue, Net [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 15.00% | 0.00% | |
Sales Revenue, Net [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 8.00% | 0.00% | |
Sales Revenue, Net [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 7.00% | 0.00% |
Concentrations (Details Textual
Concentrations (Details Textual) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accounts Receivable [Member] | DropCar Segment [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 5.00% | 5.00% |
Capitalized Software (Details)
Capitalized Software (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Software | $ 995,044 | $ 904,383 |
Accumulated Amortization | (392,983) | (314,799) |
Capitalized Computer Software, Net | $ 602,061 | $ 589,584 |
Capitalized Software (Details T
Capitalized Software (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Capitalized Computer Software, Amortization | $ 78,184 | $ 45,340 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 30, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Mar. 08, 2018 | |
Debt Instrument, Face Amount | $ 4,840,000 | |||
Convertible Notes Payable, Noncurrent | $ 3,506,502 | $ 0 | ||
Warrant [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 878,146 | 2,547,200 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9.84 | $ 2.60 | ||
Convertible Notes Payable [Member] | ||||
Debt Instrument, Face Amount | $ 4,840,000 | $ 4,840,000 | ||
Debt Instrument, Term | 1 year | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||
Debt Instrument, Convertible, Conversion Price | $ 5.90 | |||
Debt Conversion, Converted Instrument, Shares Issued | 820,709 | 820,709 |
Loans Payable (Details Textual)
Loans Payable (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Disclosure [Line Items] | ||
Debt Instrument Maturity Period | 2018 - 2022 | |
Long-term Debt, Gross | $ 149,103 | $ 0 |
Capital Leases, Future Minimum Payments Due, Next Twelve Months | 54,516 | |
Capital Leases, Future Minimum Payments Due in Two Years | 46,375 | |
Capital Leases, Future Minimum Payments Due in Three Years | 28,286 | |
Capital Leases, Future Minimum Payments Due in Four Years | 16,187 | |
Capital Leases, Future Minimum Payments Due in Five Years | $ 3,739 | |
Minimum [Member] | ||
Debt Disclosure [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |
Maximum [Member] | ||
Debt Disclosure [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Commitments (Details Textual)
Commitments (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 13 Months Ended | |||
Mar. 31, 2018 | Jul. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | |
Lease Rent Per Month | $ 10,000 | $ 3,000 | ||||
Lease Term | 1 year | |||||
Additional Lease Rent Per Month for Space Expansion | $ 2,000 | |||||
Lease Expiration Date | Feb. 28, 2021 | |||||
Operating Leases, Rent Expense | $ 43,278 | $ 9,015 | ||||
Interest Payable, Current | $ 159,584 | $ 159,584 | $ 135,715 | |||
Stock Issuable Upon Conversion of Accrued Interest | 27,048 | 27,048 | ||||
Estimated Litigation Liability | $ 52,000 | $ 52,000 | 96,000 | |||
Litigation Settlement, Amount Awarded to Other Party | $ 44,000 | |||||
Debt Instrument, Face Amount | $ 4,840,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Shares Underlying Options Outstanding at beginning | 0 | |
Shares Underlying Options Acquired in Merger | 802,268 | |
Shares Underlying Options Granted | 226,382 | |
Shares Underlying Options Outstanding at ending | 1,028,650 | 0 |
Weighted Average Exercise Outstanding at Price beginning | $ 0 | |
Weighted Average Exercise Acquired in Merger | 5.44 | |
Weighted Average Exercise Granted | 2.22 | |
Weighted Average Exercise Price Outstanding at ending | $ 4.73 | $ 0 |
Weighted average Remaining Contractual Life (years) | 5 years 1 month 28 days | 0 years |
Weighted average Remaining Contractual Life (years) Acquired in Merger | 3 years 9 months 18 days | |
Weighted average Remaining Contractual Life (years) Granted | 10 years | |
Total Intrinsic Value, Outstanding at ending | $ 0 | $ 0 |
Aggregate Intrinsic Value Acquired in Merger | 0 | |
Aggregate Intrinsic Value Granted | $ 0 |
Stockholders_ Equity (Details 1
Stockholders’ Equity (Details 1) - $ / shares | Mar. 08, 2018 | Mar. 31, 2018 |
Expected volatility | 120.63% | 118.83% |
Dividend yield | 0.00% | |
Risk-free interest | 2.87% | |
Expected life (years) | 5 years 6 months 22 days | |
Maximum [Member] | ||
Fair value of common stock | $ 2.21 | |
Minimum [Member] | ||
Fair value of common stock | $ 2.08 |
Stockholders_ Equity (Details 2
Stockholders’ Equity (Details 2) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Warrant [Member] | |
Number of Warrants Outstanding at beginning | shares | 878,146 |
Number of Warrants Outstanding at ending | shares | 3,950,914 |
Weighted Average Exercise Price Outstanding at beginning | $ / shares | $ 9.84 |
Weighted Average Exercise Price Outstanding at ending | $ / shares | $ 4.44 |
Acquired H-1 warrants [Member] | |
Number of Warrants Acquired | shares | 304,464 |
Weighted Average Exercise Price Warrants Acquired | $ / shares | $ 4.84 |
Acquired H-3 warrants [Member] | |
Number of Warrants Acquired | shares | 84,004 |
Weighted Average Exercise Price Warrants Acquired | $ / shares | $ 5.52 |
Issued H-4 warrants [Member] | |
Number of Warrants Granted Acquired | shares | 2,684,300 |
Weighted Average Exercise Price Warrants Granted Acquired | $ / shares | $ 2.60 |
Stockholders_ Equity (Details T
Stockholders’ Equity (Details Textual) - USD ($) | Mar. 08, 2018 | Feb. 28, 2018 | Jan. 30, 2018 | Jan. 18, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Stock Issued During Period, Value, New Issues | $ 60,340 | $ 300,000 | |||||
Proceeds from Issuance of Common Stock | $ 300,000 | $ 300,000 | $ 69,960 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Warrant Term | 5 years | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 1,467,858 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 6 months 22 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.87% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 405,825 | ||||||
Share-Based Compensation | $ 292,738 | 25,000 | |||||
Debt Instrument, Face Amount | $ 4,840,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 120.63% | 118.83% | |||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |||||
Series H4 Offering Costs Paid In H4 Shares And Warrants | $ 568,648 | 0 | |||||
Maximum [Member] | |||||||
Share Price | $ 2.21 | ||||||
Convertible Notes Payable [Member] | |||||||
Debt Instrument, Face Amount | $ 4,840,000 | $ 4,840,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 820,709 | 820,709 | |||||
Selling, General and Administrative Expenses [Member] | |||||||
Share-Based Compensation | $ 292,738 | $ 0 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 3,243,966 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 2,968,438 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 11 months 1 day | ||||||
Warrant [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,547,200 | 878,146 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.60 | $ 9.84 | |||||
Share Price | 2.20 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 2.60 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.63% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||
Series Seed Preferred Stock [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 0 | ||||||
Conversion of Stock, Shares Converted | 275,691 | ||||||
Stock Issued During Period, Share, Preferred Stock Issues in Private Placement | 0 | ||||||
Preferred Stock, Shares Authorized | 275,691 | 275,691 | |||||
Series A Preferred Stock [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 0 | ||||||
Conversion of Stock, Shares Converted | 611,944 | ||||||
Stock Issued During Period, Share, Preferred Stock Issues in Private Placement | 0 | ||||||
Preferred Stock, Shares Authorized | 642,728 | 642,728 | |||||
Series H Convertible Preferred Stock [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 8 | ||||||
Series H3 Preferred Stock [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 2,189 | ||||||
Preferred Stock, Shares Authorized | 8,461 | 8,461 | |||||
Convertible Series H-4 [Member] | |||||||
Stock Issued During Period, Share, Preferred Stock Issues in Private Placement | 25,472 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,547,200 | ||||||
Share Price | $ 235.50 | ||||||
Preferred Stock,Purchase Price Description | The purchase price per Series H-4 Share was $235.50, equal to (i) the closing price of the Common Stock on the Nasdaq Capital Market on March 7, 2018, plus $0.125 multiplied by (ii) 100. | ||||||
Conversion of Stock Conversion Price | $ 2.355 | ||||||
Block Provision Of Stock Conversion | 9.99% | ||||||
Convertible Series H-4 [Member] | Maximum [Member] | |||||||
Conversion of Stock, Shares Converted | 30,000 | ||||||
Series H4 Preferred Stock [Member] | |||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 6,000,000 | ||||||
Preferred Stock, Shares Authorized | 30,000 | 30,000 | |||||
Series H-1 Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized | 9,488 | 9,488 | |||||
Series H-2 Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized | 3,500 | 3,500 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Net Sales | $ 4,874,554 | $ 638,558 | |
Gross Profit | 252,497 | 149,344 | |
Income (Loss) | (3,361,441) | (392,107) | |
Assets | 17,060,471 | $ 1,209,767 | |
Consolidated [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 4,874,554 | 638,558 | |
Gross Profit | 252,497 | 149,344 | |
Income (Loss) | (3,361,441) | (392,107) | |
Assets | 17,060,471 | 1,209,767 | |
DropCar Operating [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 1,692,075 | 638,558 | |
Gross Profit | (603,706) | 149,344 | |
Income (Loss) | (3,670,819) | (392,107) | |
Assets | 6,254,001 | 1,209,767 | |
Wpcs [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 3,182,479 | 0 | |
Gross Profit | 856,203 | 0 | |
Income (Loss) | 309,378 | 0 | |
Assets | $ 10,806,470 | $ 0 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - $ / shares | May 15, 2018 | Apr. 19, 2018 | Mar. 31, 2018 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.22 | ||
Subsequent Event [Member] | |||
Stock Issued During Period, Shares, New Issues | 292,714 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 183,699 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.81 | ||
Series I Warrants [Member] | Subsequent Event [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.30 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 439,070 |