Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 09, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Sunworks, Inc. | |
Entity Central Index Key | 1,172,631 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,762,844 | |
Trading Symbol | SUNW | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 6,423 | $ 12,040 |
Restricted cash | 37 | 37 |
Accounts receivable | 11,932 | 7,023 |
Inventory | 2,684 | 1,269 |
Costs in excess of billings | 5,678 | 2,130 |
Other current assets | 623 | 220 |
Total Current Assets | 27,377 | 22,719 |
Property and Equipment, net | 1,261 | 745 |
Other Assets | ||
Other deposits | 36 | 36 |
Goodwill | 10,727 | 10,864 |
Other intangible assets | 500 | 500 |
Total Other Assets | 11,263 | 11,400 |
Total Assets | 39,901 | 34,864 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 10,318 | 5,033 |
Billings in excess of costs | 1,931 | 1,990 |
Customer deposits | 261 | 394 |
Loan payable, current portion | 2,091 | 2,028 |
Acquisition convertible promissory notes, net of beneficial conversion feature of $1,526 and $1,767, respectively | 240 | 750 |
Convertible promissory notes, net of debt discount of $0 and $1, respectively | 850 | 850 |
Total Current Liabilities | 15,691 | 11,045 |
Long Term Liabilities | ||
Loan payable | 209 | 232 |
Warranty liability | 58 | 45 |
Total Long Term Liabilities | 267 | 277 |
Total Liabilities | 15,958 | 11,322 |
Shareholders’ Equity | ||
Preferred stock, $.001 par value; 5,000,000 authorized shares; 1,506,024 and 0 shares issued and outstanding, respectively | 2 | 2 |
Common stock, $.001 par value; 200,000,000 authorized shares; 19,762,844 and 18,320,535 shares issued and outstanding, respectively | 20 | 18 |
Additional paid in capital | 64,062 | 63,285 |
Accumulated Deficit | (40,141) | (39,763) |
Total Shareholders’ Equity | 23,943 | 23,542 |
Total Liabilities and Shareholders’ Equity | $ 39,901 | $ 34,864 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Convertible promissory notes, beneficial conversion feature (in Dollars) | $ 1,526 | $ 1,767 |
Convertible promissory notes, discount | $ 0 | $ 1 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,506,024 | 0 |
Preferred stock, shares outstanding | 1,506,024 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 19,762,844 | 18,320,535 |
Common stock, shares outstanding | 19,762,844 | 18,320,535 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Sales | $ 19,572 | $ 5,658 |
Cost of Goods Sold | 13,724 | 3,717 |
Gross Profit | 5,848 | 1,941 |
Operating Expenses | ||
Selling and marketing expenses | 1,202 | 1,113 |
General and administrative expenses | 4,494 | 1,840 |
Total Operating Expenses | 5,696 | 2,953 |
Income/Loss before Other Income/(Expenses) | 152 | (1,012) |
Other Income/(Expenses) | ||
Other expense | $ (265) | (4) |
Gain on change in fair value of derivative liability | 69 | |
Interest expense | $ (265) | (456) |
Total Other Income/(Expenses) | (530) | (391) |
Income (Loss) before Income Taxes | $ (378) | $ (1,403) |
Income Tax Expense | ||
Net Income (Loss) | $ (378) | $ (1,403) |
EARNINGS (LOSS) PER SHARE: | ||
Basic | $ (0.02) | $ (0.10) |
Diluted | $ (0.02) | $ (0.10) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
Basic | 18,811,871 | 14,513,445 |
Diluted | 18,811,871 | 14,513,445 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 2 | $ 18 | $ 63,285 | $ (39,763) | $ 23,542 |
Balance, shares at Dec. 31, 2015 | 1,506,024 | 18,320,535 | |||
Issuance of common stock for conversion of promissory notes, plus accrued interest | $ 2 | 748 | 750 | ||
Issuance of common stock for conversion of promissory notes, plus accrued interest, shares | 1,442,309 | ||||
Stock compensation cost | 29 | 29 | |||
Net loss | (378) | (378) | |||
Balance at Mar. 31, 2016 | $ 2 | $ 20 | $ 64,062 | $ (40,141) | $ 23,943 |
Balance, shares at Mar. 31, 2016 | 1,506,024 | 19,762,844 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (378) | $ (1,403) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 46 | 5 |
Stock based compensation | $ 29 | 40 |
Common stock issued for services | 185 | |
Gain on change in derivative liability | (69) | |
Amortization of debt discount | $ 240 | 416 |
Common stock issued for commitment fee | 3 | |
Changes in Assets and Liabilities, (Increase) Decrease in: | ||
Accounts receivable | $ (4,909) | 447 |
Inventory | (1,414) | (14) |
Other current assets | (267) | (573) |
Cost in excess of billings | (3,548) | (232) |
Other asset | 1 | 23 |
Accounts payable and accrued liabilities | 5,283 | (436) |
Billings in excess of cost | (59) | 236 |
Other liabilities | (119) | 1,139 |
NET CASH USED IN OPERATING ACTIVITIES | $ (5,095) | (256) |
NET CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Net cash paid for acquisitions, | (484) | |
Purchase of property and equipment | $ (562) | (22) |
NET CASH USED IN INVESTING ACTIVITIES | (562) | $ (506) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loans payable repayments net of proceeds | (160) | |
Proceeds from issuance of common stock, net of cost | 200 | $ 11,578 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 40 | 11,578 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (5,617) | 10,816 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 12,040 | 414 |
CASH AND CASH EQUIVALENTS, END OF YEAR | $ 6,423 | 11,230 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Convertible promissory notes issued for acquisitions | 2,650 | |
Issuance of common stock upon conversion of debt at fair value | $ 750 | $ 317 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information refer to the consolidated financial statements and footnotes thereto included in the Companys Form 10-K for the year ended December 31, 2015. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Sunworks, Inc. is presented to assist in understanding the Companys financial statements. The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries, Sunworks United, Inc., MD Energy, Inc., and Elite Solar Acquisition Sub, Inc. All material intercompany transactions have been eliminated upon consolidation of these entities. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at 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. Significant estimates include estimates used to review the Companys goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, debt beneficial conversion features, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition Revenues and related costs on construction contracts are recognized using the percentage of completion method of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (ASC 605-35). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss, as it is determined. The Asset, Costs and estimated earnings in excess of billings, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, Billings in excess of costs and estimated earnings, represents billings in excess of revenues recognized on contracts in progress. The Asset, Costs in excess of billings, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, Billings in excess of costs, represents billings in excess of revenues recognized on contracts in progress. At March 31, 2016 and December 31, 2015, the costs in excess of billings balance were $5,678 and $2,130, and the billings in excess of costs balance were $1,931 and $1,990, respectively. Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March 31, 2016, the cash balance in excess of the FDIC limits was $5,918. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Inventory Inventory is valued at the lower of cost or market and is determined by the first-in, first-out method. Inventory primarily consists of panels and other materials. Advertising and Marketing The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs include printed material, direct mail, radio, telemarketing, tradeshow costs, magazine and catalog advertisement. Advertising and marketing costs for the three months ended March 31, 2016 and 2015 were $1,202 and $1,113, respectively. Research and Development Costs Research and development costs are expensed as incurred. These costs consist primarily of consulting fees, salaries and direct payroll related costs. The costs for the three months ended March 31, 2016 and 2015 were $0 and $29, respectively. Warranty Liability The Company establishes warranty liability reserves to provide for estimated future expenses as a result of installation and product defects, product recalls and litigation incidental to the Companys business. Liability estimates are determined based on managements judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers and subcontractors participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with the Companys general counsel and outside counsel retained to handle specific product liability cases. Solar panel manufacturers currently provide substantial warranties between ten to twenty-five years with full reimbursement to replace and install replacement panels while inverter manufacturers currently provide warranties covering ten to fifteen year replacement and installation. Warranty costs and associated liabilities for the three months ended March 31, 2016 and 2015 were $13 and $0, respectively. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. For the period ended March 31, 2016, the Company has excluded 899,574 options, 2,997,000 warrants outstanding, notes convertible into 3,194,279 shares of common stock, and Series B preferred stock convertible into 1,506,024 shares of common stock because their impact on the loss per share is anti-dilutive. For the period ended March 31, 2015, the Company has excluded 957,266 options, 3,000,000 warrants outstanding, and notes convertible into 4,424,515 shares of common stock because their impact on the loss per share is anti-dilutive. Contracts Receivable The Company performs ongoing credit evaluation of its customers. Management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information, and records bad debts using the direct write-off method. Generally accepted accounting principles require the allowance method be used to reflect bad debts, however, the effect of the use of the direct write-off method is not materially different from the results that would have been obtained had the allowance method been followed. Accounts receivable are presented net of an allowance for doubtful accounts of $0 at March 31, 2016, and 2015. Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when its put into service and are depreciated using the straight line method over its estimated useful lives: Machinery & equipment 5 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 3-5 Years Depreciation expense as of March 31, 2016 and 2015 was $46 and $5 respectively. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. 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 asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2015 and determined there was no impairment of indefinite lived intangibles and goodwill. Fair Value of Financial Instruments Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2016, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. We adopted ASC Topic 820 as of January 1, 2008 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2015, all level 3 liabilities were measured and recorded at fair value. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Companys core business. Recently adopted pronouncements In January 2016, FASB amended the guidance for recognition and measurement of financial assets and liabilities. These amendments address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The adoption of this guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption of certain provisions of this guidance is permitted as of the beginning of the fiscal year of adoption. Entities should apply these amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair value should be applied prospectively to equity investments that exist as of the date of adoption. The Company does not expect this guidance to have a significant impact on the results of operations, financial condition, or cash flows. In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (Topic 816). ASU 2016-09 simplifies several aspects of accounting for share-based compensation including the tax consequences, classification of awards as equity or liabilities, forfeitures and classification on the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the effects of adoption this ASU. The Company does not expect this guidance to have a significant impact on the results of operations, financial condition, or cash flows. Management reviewed currently issued pronouncements during the three months ended March 31, 2016, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
Business Acquisition
Business Acquisition | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisition | 3. BUSINESS ACQUISITION MD Energy, LLC (MDE) On March 2, 2015, the Company acquired 100% of the tangible and intangible assets of MD Energy, LLC (MD Energy), for cash in the amount of $850, a convertible promissory note in the principal amount of $2,650, and payment of working capital surplus in the amount of $437. The acquisition was accounted for under ASC 805. MD Energy designs, monitors and maintains solar systems, but outsources the physical construction of the systems. MD Energy is now a wholly-owned subsidiary of the Company. Under the purchase method of accounting, the transactions were valued for accounting purposes at $3,937, which was the fair value of the Company at time of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: Closing cash payment $ 850 Working capital surplus 437 Convertible promissory notes 2,650 Total purchase price $ 3,937 Tangible assets acquired $ 1,442 Liabilities assumed (799 ) Net tangible assets 643 Goodwill 3,294 Total purchase price $ 3,937 Plan B Enterprises, Inc. (Plan B) On December 1, 2015, the Company acquired 100% of the issued and outstanding stock of Plan B Enterprises, Inc., a California corporation and d/b/a Elite Solar, Universal Racking Solutions (collectively, Plan B) whereby Plan B was merged with and into Elite Solar Acquisition Sub, Inc., a wholly owned subsidiary of the Company (Acquisition Sub) for $2,500 cash, net of recoverable of $137, and by issuance of 1,506,024 shares of convertible preferred stock in the principal amount of $4,500. The acquisition was accounted for under ASC 805. Plan B provides solar photovoltaic installation and consulting services to residential, commercial and agricultural properties. Under the purchase method of accounting, the transactions were valued for accounting purposes at $7,000, which was the fair value of Plan B at time of acquisition. The assets and liabilities of Plan B were recorded at their respective fair values as of the date of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: Closing cash payment, net of recoverable of $137. $ 2,363 Preferred share value / Series B 4,500 Total purchase price 6,863 Tangible assets acquired 5,203 Liabilities assumed (3,674 ) Net tangible assets 1,529 Goodwill 4,834 Other intangible assets 500 Total purchase price $ 6,863 The above estimated fair value of the intangible assets of MDE and Plan B is based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of MDE and Plan B had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Quarter ended, March 31, 2015 Total revenues $ 8,412 Net loss (1,369 ) Basic and diluted net loss per common share $ (0.09 ) |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Long-term Debt | 4. LOANS PAYABLE Plan B, a subsidiary of the Company, established a line of credit prior to the acquisition on March 10, 2014, with Tri Counties Bank to borrow up to $200 maturing on March 10, 2015. The maturity date was subsequently extended to March 10, 2016. The minimum monthly payment is dependent upon the outstanding balance due. This was a variable rate revolving line of credit with a minimum interest rate of 4.75%. The outstanding balance at December 31, 2015 was $137. The outstanding balance was paid in full before the maturity date. Plan B, a subsidiary of the Company, entered into a business loan agreement prior to the acquisition with Tri Counties Bank dated March 14, 2014, in the original amount of $130, bearing interest at 4.95%. The loan agreement called for monthly payments of $2 and was scheduled to mature on March 14, 2019. Proceeds from the loan were used to purchase a pile driver and related equipment and is secured by the equipment. The outstanding balance at March 31, 2016, is $82. Plan B, a subsidiary of the Company, entered into a Business loan agreement prior to the acquisition with Tri Counties Bank dated April 9, 2014, in the original amount of $250, bearing interest at 4.95%. The loan agreement calls for monthly payments of $5 and is scheduled to mature on April 9, 2019. Proceeds from the loan were used to purchase racking inventory and related equipment. The loan is secured by the inventory and equipment. The outstanding balance at March 31, 2016, is $161. MDE, a subsidiary of the Company, entered into notes payable in October 2014, secured by transportation equipment, requiring combined monthly payments of $1, including principal and interest at various rates of interest per annum. Principal and any accrued interest are payable until September 2019. The outstanding balance at March 31, 2016, is $57. On December 31, 2015, the Company entered into a $2.5 million Credit Facility with JPMorgan Chase Bank, N.A. Availability under the Credit Facility is a Line of Credit with a Letter of Credit Sublimit up to $2.5 million. Upon execution the Company accessed $1.8 million that was repaid in full on January 5, 2016. On March 31, 2016 the Company accessed $2.0 million. The Note matures on November 30, 2017, but may be cancelled at any time by the Company. Loans are secured by a security interest in the Companys account held with the Lender. Interest on any unpaid balance accrues at the Prime Rate; provided that, on any given day, shall not be less than the Adjusted One Month LIBOR rate. Until the maturity date, the Company shall pay monthly interest only. The Credit Facility provides for the payment of certain fees, including fees applicable to each standby letter of credit and standard transaction fees with respect to any transactions occurring on account of any letter of credit. Subject to customary carve-outs, the Credit Agreement contains customary negative covenants and restrictions for agreements of this type on actions by the Company including, without limitation, restrictions on indebtedness, liens, investments, loans, consolidation, mergers, dissolution, asset dispositions outside the ordinary course of business, change in business and restriction on use of proceeds. In addition, the Credit Agreement requires compliance by the Company of covenants including, but not limited to, furnishing the lender with certain financial reports. The Credit Agreement contains customary events of default, including, without limitation, non-payment of principal or interest, violation of covenants, inaccuracy of representations in any material respect and cross defaults with certain other indebtedness and agreements. |
Acquisition Convertible Promis
Acquisition Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition Convertible Promissory Notes | 5. ACQUISITION CONVERTIBLE PROMISSORY NOTES On January 31, 2014, the Company entered into a securities purchase agreement providing for the sale of four 4% convertible promissory notes in the aggregate principal amount of $1,750 as part of the consideration paid to acquire 100% of the issued and outstanding stock of Sunworks United. The notes are convertible at any time after issuance into shares of fully paid and non-assessable shares of common stock. The conversion price is $0.52 per share until March 30, 2015, which was amended to extend to March 31, 2016. The Notes were five (5) year notes and bore interest at the rate of 4% per annum. In February and March 2014, $625 of the notes was converted into 1,201,923 shares of common stock, leaving a remaining balance of $1,125 as of December 31, 2014. During the twelve months ended December 31, 2015, the Company issued 721,154 shares of common stock upon conversion of principal in the amount of $375. The principal balance remaining as of December 31, 2015 was $750. The Company recorded amortization of the beneficial conversion feature as interest expense in the amount of $0 and $234 during the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016, the notes were fully converted to 1,442,308 shares of common stock. On February 28, 2015, the Company entered into a securities purchase agreement providing for the sale of a 4% convertible promissory note in the aggregate principal amount of $2,650 as part of the consideration paid to acquire 100% of the total outstanding stock of MD Energy. The note is convertible into shares of common stock on or after each of the following dates: November 30, 2015, November 30, 2016 and November 30, 2017. The conversion price shall be $2.60 per share. A beneficial conversion feature of $2,650 was calculated and capped at the value of the note based on effective conversion price of $3.20. In November 2015, the Company issued 339,743 shares of common stock upon conversion of the principal amount of $883. Commencing on March 31, 2015, and each quarter thereafter during the first two (2) years of the note, the Company will make quarterly interest only payments to the shareholder for accrued interest on the Note during the quarter. Commencing with the quarter ending on June 30, 2017, the Company will make quarterly payments of interest accrued on the Note during the prior quarter plus $221, with the final payment of all outstanding principal and accrued but unpaid interest on the Note due and payable on February 28, 2020 (the maturity date). The Company recorded amortization of the beneficial conversion feature as interest expense in the amount of $240 during the three months ended March 31, 2016 and $112 during the three months ended March 31, 2015. The debt discount will be amortized over the life of the Convertible Note, or until such time that the Convertible Notes are converted, in full or in part, into shares of common stock of the Company with any unamortized debt discount continuing to be amortized in the event of any partial conversion thereof and any unamortized debt discount being expensed at such time of full conversion thereof. We evaluated the foregoing financing transactions in accordance with ASC Topic 470, Debt with Conversion and Other Options, and determined that the conversion feature of the convertible promissory note was afforded the exemption for conventional convertible instruments due to its fixed conversion rate. The convertible promissory notes have explicit limits on the number of shares issuable so they did meet the conditions set forth in current accounting standards for equity classification. The convertible promissory notes were issued with non-detachable conversion options that are beneficial to the investors at inception, because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The accounting for the beneficial conversion feature requires that the beneficial conversion feature be recognized by allocating the intrinsic value of the conversion option to additional paid-in-capital, resulting in a discount on the convertible notes, which will be amortized and recognized as interest expense. |
Convertible Promissory Notes
Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 6. CONVERTIBLE PROMISSORY NOTES On March 1, 2013, the Company entered into a securities purchase agreement providing for the sale of a 5% convertible promissory note in the aggregate principal amount of $8, for consideration of $8. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.52 per share or the lowest closing price after the effective date. The note matured on March 31, 2015 and the Company issued 16,987 shares of common stock for principal in the amount of $8, plus accrued interest of $1. On January 29, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100. Upon execution of the note, the Company received an initial advance of $90. On December 4, 2014, the Company issued 192,543 shares of common stock upon conversion of $60 in principal, plus interest of $5. As of December 31, 2014, the remaining balance is $30. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.338 per share, or fifty percent (50%) of the lowest trading price after the effective date. The Company issued 97,633 shares of common stock upon conversion of principal in the amount of $30, plus accrued interest of $3 during the three months ended March 31, 2015 On January 31, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $750, for consideration of $750. The proceeds were restricted and were used for the purchase of Solar United Network, Inc. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. As of September 30, 2014, the note was exchanged for a new note with a fix price of $0.338, and convertible into shares of common stock. Per ASC 815, the derivative liability on the note was extinguished and the new note was re-valued per ASC 470 as a beneficial conversion feature, which was expensed in the statement of operations during the prior year. The note matured on October 28, 2014, with an extension of three months. The note matured on January 31, 2015, and was extended to June 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. The Company recorded interest expense in the amount of $11 and $60, during the three months ended March 31, 2016 and 2015, respectively. On February 11, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100. Upon execution of the note, the Company received an initial advance of $20. In February and March, the Company received additional advances in an aggregate amount of $80 for an aggregate total of $100. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. As of September 30, 2014, the note was exchanged for a new note with a fixed price of $0.338, and convertible into shares of common stock. Per ASC 815, the derivative liability on the note was extinguished and the new note was re-valued per ASC 470 as a beneficial conversion feature. The note matured on various dates from the effective date of each advance with respect to each advance. At the sole discretion of the lender, the lender was able to modify the maturity date to be twelve (12) months from the effective date of each advance. The note matured on various dates in 2014, and was extended to June 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. The Company recorded interest expense in the amount of $1 and $8, during the three months ended March 31, 2016 and 2015, respectively. At the time of issuance, the Company evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The notes had no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The derivative liability was adjusted periodically according to the stock price fluctuations. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Capital Stock | 7. CAPITAL STOCK Reverse Stock Split On February 25, 2015, the Company effected a 26:1 reverse stock split on its issued and outstanding shares of common stock. All share and per share dollar amounts have been retrospectively revised to reflect the twenty six-for-one (26:1) reverse stock split. Common Stock During the three months ended March 31, 2016, the Company issued 1,442,309 shares of common stock at a price of $0.52 per share for conversion of principal for three convertible promissory notes in the aggregate amount of $750. During the three months ended March 31, 2016, the Company recorded stock compensation costs at fair value of $29. Preferred Stock On November 25, 2015, the Company established a new series of the authorized preferred stock designated as Series B Preferred Stock, $0.001 par value per share, and which will consist of 1,700,000 shares. The Certificate of Designation was filed with the Secretary of State of the State of Delaware. Pursuant to the Certificate of Designation and subject to the rights of any other series of preferred stock to be established by the Board of Director, holders of Series B Preferred Stock (the Holders) will have liquidation preference over the holders of the Companys Common Stock in any distribution upon winding up, dissolution, or liquidation. Holders will also be entitled to receive dividends, if, when and as declared by the Board of Director, which dividends shall be payable in preference and priority to any payment of any dividend to holders of Common Stock. Holders will be entitled to convert each share of Series B Preferred Stock into one (1) share of Common Stock, and will also entitled to vote together with the holders Common Stock on all matters submitted to shareholders at a rate of one (1) vote for each share of Series B Preferred Stock. In addition, so long as at least 100,000 shares of Series B Preferred Stock are outstanding, the Company may not, without the consent of the Holders of at least a majority of the shares of Series B Preferred Stock then outstanding: (i) amend, alter or repeal any provision of the Certificate of Incorporation or bylaws of the Company or the Certificate of Designation so as to adversely affect any of the rights, preferences, privileges, limitations or restrictions provided for the benefit of the Holders or (ii) issue or sell, or obligate itself to issue or sell, any additional shares of Series B Preferred Stock, or any securities that are convertible into or exchangeable for shares of Series B Preferred Stock. 1,506,024 shares of Series B Preferred stock, at a fair value of $4,500, were issued in December 2015 in connection with the acquisition of Plan B. |
Stock Option, Restricted Stock
Stock Option, Restricted Stock Warrants | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option, Restricted Stock Warrants | 8. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS Options As of March 31, 2016, the Company has 899,574 non-qualified stock options outstanding to purchase 899,574 shares of common stock, per the terms set forth in the option agreements. The stock options vest at various times, and are exercisable for a period of seven years from the date of grant at exercise prices ranging from $0.26 to $4.42 per share, the market value of the Companys common stock on the date of each grant. The Company determined the fair market value of these options by using the Black Scholes option valuation model. March 31, 2016 Weighted Number average of exercise Options price Outstanding, beginning January 1, 2016 899,574 $ 1.30 Granted - - Exercised - - Expired - - Outstanding, end of March 31, 2016 899,574 1.30 Exercisable at the end of March 31, 2016 835,470 1.13 Restricted Stock CEO During the year ended December 31, 2013, the Company entered into a restricted stock grant agreement (or RSGA) with its Chief Executive Officer, James B. Nelson, intended to provide and incentivize Mr. Nelson to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance-based shares. The RSGA provides for the issuance of up to 769,230 shares of the Companys common stock to Mr. Nelson provided certain milestones are met in certain stages. As of September 30, 2014, two of the stages were met, when the Companys market capitalization exceeded $10,000, and the consolidated gross revenue, calculated in accordance with GAAP, equaled or exceeded $10,000 for the trailing twelve-month period. The Company issued 384,615 shares of common stock to Mr. Nelson, which was exercised through a cashless exercise at fair value of $786 during the year ended December 31, 2014. If the Companys consolidated net profit, calculated in accordance to GAAP, equals or exceeds $2,000 for a trailing twelve month period, the Company will issue an additional 384,615 shares of the Companys common stock to Mr. Nelson. We have not recognized any cost associated with the second milestone due to not being able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. Restricted Shares to Shareholders During the year ended December 31, 2014, the Company entered into a RSGA with the Shareholders of Sunworks United (Sunworks United Shareholders), intended to provide incentive to the recipients to ensure economic performance of the Company. All shares issuable under the RSGA are performance based shares and none have yet vested nor have been issued. The RSGAs provide for the issuance of up to 276,923 shares of the Companys common stock in the aggregate to the Sunworks United Shareholders provided certain milestones are met in certain stages as follows: a) If the Companys aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 92,308 shares of common stock in the aggregate; b) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 92,308 shares of common stock in the aggregate; c) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 92,307 in the aggregate. Based on the probability that the first milestone would be achieved the Company recognized $100 in stock compensation expense during the year 2015. We have not recognized any cost associated with the last two milestones as we are not yet able to estimate the probability of such milestones being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. Restricted Shares to Employees During the year ended December 31, 2014, the Company entered into a RSGA with the employees of Sunworks United, intended to provide incentive to the recipients to ensure certain economic performance of the Company. All shares issuable under the RSGA are performance based shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 38,462 shares of the Companys common stock provided certain milestones are met in certain stages as follows: a) If the Companys aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 12,821 shares of common stock; b) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 12,821 shares of common stock; c) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 12,820. Based on the probability that the first milestone would be achieved the Company recognized $33 in stock compensation expense during the year 2015. We have not recognized any cost associated with the last two milestones as we are not yet able to estimate the probability of such milestones being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. Restricted Shares to CFO On February 1, 2015, the Company entered into a RSGA with the Chief Financial Officer (CFO) of Sunworks, intended to provide incentive to the CFO to ensure certain economic performance of the Company. All shares issuable under the RSGA are performance-based shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 115,385 shares of the Companys common stock provided certain milestones are met in certain stages as follows: a) If the Companys aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 38,462 shares of common stock; b) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 38,462 shares of common stock; c) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 38,461. We have not recognized any cost associated as we are not yet able to estimate the probability of such milestones being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. The total stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2016 and 2015 was $29 and $40, respectively. Warrants As of March 31, 2016, the Company had 2,997,000 common stock purchase warrants outstanding with an exercise price of $4.15 per share. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. SUBSEQUENT EVENTS None |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries, Sunworks United, Inc., MD Energy, Inc., and Elite Solar Acquisition Sub, Inc. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at 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. Significant estimates include estimates used to review the Companys goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, debt beneficial conversion features, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Revenue Recognition | Revenue Recognition Revenues and related costs on construction contracts are recognized using the percentage of completion method of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (ASC 605-35). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss, as it is determined. The Asset, Costs and estimated earnings in excess of billings, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, Billings in excess of costs and estimated earnings, represents billings in excess of revenues recognized on contracts in progress. The Asset, Costs in excess of billings, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, Billings in excess of costs, represents billings in excess of revenues recognized on contracts in progress. At March 31, 2016 and December 31, 2015, the costs in excess of billings balance were $5,678 and $2,130, and the billings in excess of costs balance were $1,931 and $1,990, respectively. |
Cash and Cash Equivalent | Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Concentration Risk | Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March 31, 2016, the cash balance in excess of the FDIC limits was $5,918. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Inventory | Inventory Inventory is valued at the lower of cost or market and is determined by the first-in, first-out method. Inventory primarily consists of panels and other materials. |
Advertising and Marketing | Advertising and Marketing The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs include printed material, direct mail, radio, telemarketing, tradeshow costs, magazine and catalog advertisement. Advertising and marketing costs for the three months ended March 31, 2016 and 2015 were $1,202 and $1,113, respectively. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. These costs consist primarily of consulting fees, salaries and direct payroll related costs. The costs for the three months ended March 31, 2016 and 2015 were $0 and $29, respectively. |
Warranty Liability | Warranty Liability The Company establishes warranty liability reserves to provide for estimated future expenses as a result of installation and product defects, product recalls and litigation incidental to the Companys business. Liability estimates are determined based on managements judgment, considering such factors as historical experience, the likely current cost of corrective action, manufacturers and subcontractors participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with the Companys general counsel and outside counsel retained to handle specific product liability cases. Solar panel manufacturers currently provide substantial warranties between ten to twenty-five years with full reimbursement to replace and install replacement panels while inverter manufacturers currently provide warranties covering ten to fifteen year replacement and installation. Warranty costs and associated liabilities for the three months ended March 31, 2016 and 2015 were $13 and $0, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Basic and Diluted Net Income (Loss) per Share Calculations | Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, warrants and convertible notes were used in the calculation of the income per share. For the period ended March 31, 2016, the Company has excluded 899,574 options, 2,997,000 warrants outstanding, notes convertible into 3,194,279 shares of common stock, and Series B preferred stock convertible into 1,506,024 shares of common stock because their impact on the loss per share is anti-dilutive. For the period ended March 31, 2015, the Company has excluded 957,266 options, 3,000,000 warrants outstanding, and notes convertible into 4,424,515 shares of common stock because their impact on the loss per share is anti-dilutive. |
Contracts Receivable | Contracts Receivable The Company performs ongoing credit evaluation of its customers. Management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information, and records bad debts using the direct write-off method. Generally accepted accounting principles require the allowance method be used to reflect bad debts, however, the effect of the use of the direct write-off method is not materially different from the results that would have been obtained had the allowance method been followed. Accounts receivable are presented net of an allowance for doubtful accounts of $0 at March 31, 2016, and 2015. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when its put into service and are depreciated using the straight line method over its estimated useful lives: Machinery & equipment 5 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 3-5 Years Depreciation expense as of March 31, 2016 and 2015 was $46 and $5 respectively. |
Long-Lived Assets | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. 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 asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Indefinite Lived Intangibles and Goodwill Assets | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2015 and determined there was no impairment of indefinite lived intangibles and goodwill. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2016, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. We adopted ASC Topic 820 as of January 1, 2008 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. As of March 31, 2015, all level 3 liabilities were measured and recorded at fair value. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Companys core business. |
Recently adopted pronouncements | Recently adopted pronouncements In January 2016, FASB amended the guidance for recognition and measurement of financial assets and liabilities. These amendments address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The adoption of this guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption of certain provisions of this guidance is permitted as of the beginning of the fiscal year of adoption. Entities should apply these amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair value should be applied prospectively to equity investments that exist as of the date of adoption. The Company does not expect this guidance to have a significant impact on the results of operations, financial condition, or cash flows. In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (Topic 816). ASU 2016-09 simplifies several aspects of accounting for share-based compensation including the tax consequences, classification of awards as equity or liabilities, forfeitures and classification on the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the effects of adoption this ASU. The Company does not expect this guidance to have a significant impact on the results of operations, financial condition, or cash flows. Management reviewed currently issued pronouncements during the three months ended March 31, 2016, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment are stated at cost. Depreciation for property and equipment commences when its put into service and are depreciated using the straight line method over its estimated useful lives: Machinery & equipment 5 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 3-5 Years |
Business Acqusition (Tables)
Business Acqusition (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Acquisition, Pro Forma Information | The following tables set forth the unaudited pro forma results of the Company as if the acquisition of MDE and Plan B had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Quarter ended, March 31, 2015 Total revenues $ 8,412 Net loss (1,369 ) Basic and diluted net loss per common share $ (0.09 ) |
MD Energy LLC [Member] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition date estimated fair value of the consideration transferred consisted of the following: Closing cash payment $ 850 Working capital surplus 437 Convertible promissory notes 2,650 Total purchase price $ 3,937 Tangible assets acquired $ 1,442 Liabilities assumed (799 ) Net tangible assets 643 Goodwill 3,294 Total purchase price $ 3,937 |
Plan B Enterprises Inc [Member] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition date estimated fair value of the consideration transferred consisted of the following: Closing cash payment, net of recoverable of $137. $ 2,363 Preferred share value / Series B 4,500 Total purchase price 6,863 Tangible assets acquired 5,203 Liabilities assumed (3,674 ) Net tangible assets 1,529 Goodwill 4,834 Other intangible assets 500 Total purchase price $ 6,863 |
Stock Options, Restricted Stock
Stock Options, Restricted Stock and Waarrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options | The Company determined the fair market value of these options by using the Black Scholes option valuation model. March 31, 2016 Weighted Number average of exercise Options price Outstanding, beginning January 1, 2016 899,574 $ 1.30 Granted - - Exercised - - Expired - - Outstanding, end of March 31, 2016 899,574 1.30 Exercisable at the end of March 31, 2016 835,470 1.13 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)Segmentshares | Mar. 31, 2015USD ($)shares | Dec. 31, 2015USD ($) | |
Costs in Excess of Billings, Current | $ 5,678 | $ 2,130 | |
Billings in Excess of Cost, Current | 1,931 | 1,990 | |
FDIC limits | 5,918 | ||
Advertising Expense | 1,202 | $ 1,113 | |
Research and Development Expense | $ 0 | 29 | |
Standard Product Warranty, Term | 25 years | ||
Product Warranty Accrual, Current | $ 13 | 0 | |
Allowance for Doubtful Accounts Receivable | 0 | 0 | $ 0 |
Depreciation expense | $ 46 | $ 5 | |
Number of Reportable Segments | Segment | 1 | ||
Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 899,574 | 957,266 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 2,997,000 | 3,000,000 | |
Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 3,194,279 | 4,424,515 | |
Series B Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 1,506,024 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) $ in Thousands | Dec. 01, 2015 | Dec. 01, 2015 | Mar. 02, 2015 | Feb. 28, 2015 |
MD Energy LLC [Member] | ||||
3. BUSINESS ACQUISITION (Details) [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | ||
Payments to acquire businesses, gross | $ 850 | |||
Business combination, consideration transferred, liabilities incurred | 2,650 | |||
Business combination, consideration transferred, other | 437 | |||
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | 3,937 | |||
Business Combination, Consideration Transferred | $ 3,937 | |||
Plan B Enterprises Inc [Member] | ||||
3. BUSINESS ACQUISITION (Details) [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | ||
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | $ 6,863 | $ 6,863 | ||
Plan B Enterprises Inc [Member] | ||||
3. BUSINESS ACQUISITION (Details) [Line Items] | ||||
Payments to acquire businesses, gross | 2,363 | |||
Business combination, consideration transferred, equity interests issued and issuable | 4,500 | |||
Business Combination, Consideration Transferred | 6,863 | |||
Business Combination, Consideration Transferred, Recoverable | $ 137 | |||
Plan B Enterprises Inc [Member] | Convertible Preferred Stock [Member] | ||||
3. BUSINESS ACQUISITION (Details) [Line Items] | ||||
Business acquisition, equity interest issued or issuable, number of shares | 1,506,024 |
Business Acqusition - Schedule
Business Acqusition - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands | Dec. 01, 2015 | Mar. 02, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 10,727 | $ 10,864 | ||
MD Energy LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Closing cash payment | $ 850 | |||
Working capital surplus | 437 | |||
Convertible promissory notes | 2,650 | |||
Total purchase price | 3,937 | |||
Tangible assets acquired | 1,442 | |||
Liabilities assumed | (799) | |||
Net tangible assets | 643 | |||
Goodwill | 3,294 | |||
Total purchase price | $ 3,937 | |||
Plan B Enterprises Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Closing cash payment | $ 2,363 | |||
Preferred share value / Series B | 4,500 | |||
Total purchase price | 6,863 | |||
Plan B Enterprises Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Tangible assets acquired | 5,203 | |||
Liabilities assumed | (3,674) | |||
Net tangible assets | 1,529 | |||
Goodwill | 4,834 | |||
Other intangible assets | 500 | |||
Total purchase price | $ 6,863 |
Business Acquisition - Business
Business Acquisition - Business Acquisition, Pro Forma Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($)$ / shares | |
Business Combinations [Abstract] | |
Total revenues | $ 8,412 |
Net loss | $ (1,369) |
Basic and diluted net income (loss) per common share | $ / shares | $ (0.09) |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) $ in Thousands | Apr. 09, 2014 | Mar. 14, 2014 | Mar. 10, 2014 | Oct. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Loans payable, current | $ 2,091 | $ 2,028 | ||||
Notes Payable to Banks [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 250 | $ 130 | ||||
Debt instrument, interest rate, stated percentage | 4.95% | 4.95% | ||||
Debt instrument, periodic payment | $ 5 | $ 2 | ||||
Debt instrument, maturity date | Apr. 9, 2019 | Mar. 14, 2019 | ||||
Debt instrument, collateral | The loan is secured by the inventory and equipment | secured by the equipment | ||||
Notes Payable, Other Payables [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Debt instrument, periodic payment | $ 1 | |||||
Debt instrument, collateral | secured by transportation equipment | |||||
Loans payable, current | 57 | |||||
Note Dated March 14, 2014 [Member] | Notes Payable to Banks [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Loans payable, current | 82 | |||||
Note Dated April 9, 2014 [Member] | Notes Payable to Banks [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Loans payable, current | 161 | |||||
Line of Credit [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 200 | $ 2,500 | ||||
Line of credit facility, expiration date | Mar. 10, 2016 | Nov. 30, 2017 | ||||
Proceeds from lines of credit | $ 2,000 | $ 1,800 | ||||
Line of credit facility, collateral | Loans are secured by a security interest in the Company's account held with the Lender | |||||
Line of Credit [Member] | Letter of Credit [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 2,500 | |||||
Line of Credit [Member] | Minimum [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Short-term debt, percentage bearing variable interest rate | 4.75% | |||||
Line of Credit [Member] | Line Of Credit March 14, 2014 [Member] | ||||||
6. LOANS PAYABLE (Details) [Line Items] | ||||||
Line of credit, current | $ 137 |
Acquisition Convertible Prom26
Acquisition Convertible Promissory Notes (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2015 | Jan. 31, 2014 | Nov. 30, 2015 | Mar. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Mar. 02, 2015 | Dec. 31, 2014 |
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||
Debt conversion, converted instrument, shares issued (in shares) | 1,442,308 | ||||||||
Amortization of debt discount (premium) | $ 240 | $ 416 | |||||||
Solar United Network Inc [Member] | |||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||
Solar United Network Inc [Member] | Convertible Debt [Member] | |||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||
Debt instrument, face amount | $ 1,750 | $ 750 | $ 1,125 | ||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||||
Debt instrument, convertible, terms of conversion feature | The conversion price is $0.52 per share until March 30, 2015, which was amended to extend to March 31, 2016. | ||||||||
Debt instrument, term | 5 years | ||||||||
Debt conversion, original debt, amount | $ 625 | $ 375 | |||||||
Debt conversion, converted instrument, shares issued (in shares) | 1,201,923 | 721,154 | |||||||
Amortization of debt discount (premium) | 0 | 234 | |||||||
MD Energy LLC [Member] | |||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | |||||||
MD Energy LLC [Member] | Convertible Debt [Member] | |||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||
Debt instrument, face amount | $ 2,650 | ||||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||||
Debt instrument, convertible, terms of conversion feature | The note is convertible into shares of common stock on or after each of the following dates: November 30, 2015, November 30, 2016 and November 30, 2017. The conversion price shall be $2.60 per share. | ||||||||
Debt instrument, term | 2 years | ||||||||
Debt instrument, payment terms | Commencing on March 31, 2015, and on the last day of each quarter thereafter during the first two (2) years of the note, the Company will make quarterly interest only payments to the shareholder for interest accrued on the Note during the quarter. Commencing with the quarter ending on June 30, 2017, the Company will make quarterly payments of interest accrued on the Note during the prior quarter plus $221, with the final payment of all outstanding principal and accrued but unpaid interest on the Note due and payable on February 28, 2020 (the maturity date). | ||||||||
Debt conversion, original debt, amount | $ 883 | ||||||||
Debt conversion, converted instrument, shares issued (in shares) | 339,743 | ||||||||
Amortization of debt discount (premium) | $ 240 | $ 112 | |||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 2.60 | ||||||||
Debt instrument, convertible, beneficial conversion feature | $ 2,650 | ||||||||
Debt instrument, maturity date | Feb. 28, 2020 | ||||||||
MD Energy LLC [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||||
7. ACQUISITION CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 3.20 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 04, 2014 | Feb. 11, 2014 | Jan. 31, 2014 | Jan. 29, 2014 | Mar. 01, 2013 | Mar. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt conversion, converted instrument, shares issued | 1,442,308 | |||||||||
Amortization of debt discount | $ 240 | $ 416 | ||||||||
Debt Issued On March 1, 2013 [Member] | Convertible Notes Payable [Member] | ||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt instrument, interest rate, stated percentage | 5.00% | |||||||||
Debt instrument, face amount | $ 8 | |||||||||
Proceeds from convertible debt | $ 8 | |||||||||
Debt instrument, convertible, terms of conversion feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.52 per share or the lowest closing price after the effective date. | |||||||||
Debt instrument, maturity date | Mar. 31, 2015 | |||||||||
Debt conversion, converted instrument, shares issued | 16,987 | |||||||||
Interest expense, debt | $ 1 | |||||||||
Debt Issued On January 29, 2014 [Member] | Convertible Notes Payable [Member] | ||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||||
Debt instrument, face amount | $ 100 | |||||||||
Debt conversion, converted instrument, shares issued | 192,543 | 97,633 | ||||||||
Convertible notes payable | $ 30 | |||||||||
Interest expense, debt | 3 | |||||||||
Debt Issued On January 29, 2014 [Member] | Convertible Notes Payable [Member] | Principal [Member] | ||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt conversion, original debt, amount | $ 60 | $ 30 | ||||||||
Debt Issued On January 29, 2014 [Member] | Convertible Notes Payable [Member] | Interest [Member] | ||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt conversion, original debt, amount | $ 5 | |||||||||
Debt Issued On January 29_ 2014 [Member] | Convertible Notes Payable [Member] | ||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Proceeds from convertible debt | $ 90 | |||||||||
Debt instrument, convertible, terms of conversion feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.338 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||
Debt Issued On January 31, 2014 [Member] | Convertible Notes Payable [Member] | ||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||||
Debt instrument, face amount | $ 750 | |||||||||
Proceeds from convertible debt | $ 750 | |||||||||
Debt instrument, convertible, terms of conversion feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||
Debt instrument, maturity date | Oct. 28, 2014 | Jun. 30, 2019 | ||||||||
Debt instrument, convertible, conversion price | $ 0.338 | |||||||||
Debt instrument, maturity date, description | The note matured on October 28, 2014, with an extension of three months. The note matured on January 31, 2015, and was extended to June 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. | |||||||||
Interest expense, debt | $ 11 | 60 | ||||||||
Debt Issued On February 11, 2014 [Member] | Convertible Notes Payable [Member] | ||||||||||
8. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||||
Debt instrument, face amount | $ 100 | |||||||||
Proceeds from convertible debt | $ 20 | $ 80 | $ 100 | 100 | ||||||
Debt instrument, convertible, terms of conversion feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||
Debt instrument, maturity date | Jun. 30, 2019 | |||||||||
Debt instrument, convertible, conversion price | $ 0.338 | |||||||||
Debt instrument, maturity date, description | At the sole discretion of the lender, the lender was able to modify the maturity date to be twelve (12) months from the effective date of each advance. The note matured on various dates in 2014, and was extended to June 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. | |||||||||
Interest expense, debt | $ 1 | $ 8 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 25, 2015 | Feb. 25, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Stockholders' Equity, Reverse Stock Split | 26:1 reverse stock split | ||||
Number of common stock issued during period | 1,442,308 | ||||
Price per share | $ 0.52 | ||||
Convertible promissory notes aggregate amount | $ 750 | ||||
Stock compensation costs | $ 29 | $ 40 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |||
Series B Preferred Stock [Member] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Preferred Stock, Shares Authorized | 1,700,000 | ||||
Preferred Stock, Voting Rights | In addition, so long as at least 100,000 shares of Series B Preferred Stock are outstanding, the Company may not, without the consent of the Holders of at least a majority of the shares of Series B Preferred Stock then outstanding | ||||
Stock Issued During Period, Shares, Acquisitions, shares | 1,506,024 | ||||
Stock Issued During Period, Value, Acquisitions | $ 4,500 |
Stock Option, Restricted Stoc29
Stock Option, Restricted Stock Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Number of non-qualified stock options outstanding to purchase shares of common stock | 899,574 | 899,574 | ||||
Share-based Compensation | $ 29 | $ 40 | ||||
Warrants [Member] | ||||||
Number of common stock purchase warrants outstanding | 2,997,000 | |||||
Warrant exercise price per share | $ 4.15 | |||||
Stock Option [Member] | ||||||
Number of non-qualified stock options outstanding to purchase shares of common stock | 899,574 | |||||
Stock options vest at verious time and exercisable period | 7 years | |||||
Stock Option [Member] | Minimum [Member] | ||||||
Exercise price per share | $ 0.26 | |||||
Stock Option [Member] | Maximum [Member] | ||||||
Exercise price per share | $ 4.42 | |||||
Restricted Stock [Member] | James B. Nelson [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 769,230 | |||||
Market capitalization exceeded | $ 10,000 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 384,615 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 786 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | exceeds $2,000 for a trailing twelve month period, the Company will issue an additional 384,615 shares of the Companys common stock to Mr. Nelson. | |||||
Restricted Stock [Member] | James B. Nelson [Member] | Trailing Twelve Month Period [Member] | ||||||
Market capitalization exceeded | $ 10,000 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 384,615 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 2,000 | |||||
Restricted Stock [Member] | Shareholders [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 276,923 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | If the Companys aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 92,308 shares of common stock in the aggregate; b) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 92,308 shares of common stock in the aggregate; c) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 92,307 in the aggregate. | |||||
Share-based Compensation | $ 100 | |||||
Restricted Stock [Member] | Shareholders [Member] | Trailing Four Quarters Equals [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 92,308 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 2,000 | |||||
Restricted Stock [Member] | Shareholders [Member] | Trailing Four Quarters Equals [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 92,308 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 3,000 | |||||
Restricted Stock [Member] | Shareholders [Member] | Trailing Four Quarters Equals [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 92,307 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 4,000 | |||||
Restricted Stock [Member] | Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 38,462 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | If the Companys aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 12,821 shares of common stock; b) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 12,821 shares of common stock; c) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 12,820. | |||||
Share-based Compensation | $ 33 | |||||
Restricted Stock [Member] | Employees [Member] | Trailing Four Quarters Equals [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 12,821 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 2,000 | |||||
Restricted Stock [Member] | Employees [Member] | Trailing Four Quarters Equals [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 12,821 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 3,000 | |||||
Restricted Stock [Member] | Employees [Member] | Trailing Four Quarters Equals [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 12,820 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 4,000 | |||||
Restricted Stock [Member] | Chief Financial Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 115,385 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | If the Companys aggregate net income from operations, for any trailing four (4) quarters equals or exceeds $2,000, the Company will issue 38,462 shares of common stock; b) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $3,000, the Company will issued 38,462 shares of common stock; c) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeds $4,000, the Company will issue 38,461. | |||||
Restricted Stock [Member] | Chief Financial Officer [Member] | Trailing Four Quarters Equals [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 38,462 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 2,000 | |||||
Restricted Stock [Member] | Chief Financial Officer [Member] | Trailing Four Quarters Equals [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 38,462 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 3,000 | |||||
Restricted Stock [Member] | Chief Financial Officer [Member] | Trailing Four Quarters Equals [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, shares | 38,461 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 4,000 |
Stock Option, Restricted Stoc30
Stock Option, Restricted Stock Warrants - Schedule of Share-based Compensation, Stock Options (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | |
Number of Options, Outstanding, beginning | shares | 899,574 |
Number of Options, Granted | shares | |
Number of Options, Exercised | shares | |
Number of Options, Expired | shares | |
Number of Options, Outstanding, ending | shares | 899,574 |
Number of Options, Exercisable at the end | shares | 835,470 |
Weighted Average Exercise Price, Outstanding, beginning | $ / shares | $ 1.30 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding, ending | $ / shares | $ 1.30 |
Weighted Average Exercise Price, Exercisable at the end | $ / shares | $ 1.13 |