Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 09, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Sunworks, Inc. | |
Entity Central Index Key | 1,172,631 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,455,664 | |
Trading Symbol | SUNW | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 4,165 | $ 11,069 |
Restricted cash | 250 | 37 |
Accounts receivable, net | 16,674 | 9,665 |
Inventory | 3,698 | 3,394 |
Costs in excess of billings | 5,839 | 4,307 |
Other current assets | 623 | 117 |
Total Current Assets | 31,249 | 28,589 |
Property and Equipment, net | 1,494 | 1,674 |
Other Assets | ||
Other deposits | 65 | 53 |
Goodwill | 11,364 | 11,364 |
Total Other Assets | 11,429 | 11,417 |
Total Assets | 44,172 | 41,680 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 12,153 | 12,979 |
Billings in excess of costs | 8,879 | 4,997 |
Customer deposits | 534 | 64 |
Loan payable, current portion | 225 | 218 |
Acquisition convertible promissory note, current portion | 606 | 454 |
Total Current Liabilities | 22,397 | 18,712 |
Long Term Liabilities | ||
Loan payable | 381 | 496 |
Acquisition convertible promissory notes, net of beneficial conversion feature of $370 and $807, respectively | 640 | 505 |
Warranty liability | 186 | 116 |
Convertible promissory notes | 384 | 654 |
Total Long Term Liabilities | 1,591 | 1,771 |
Total Liabilities | 23,988 | 20,483 |
Shareholders' Equity | ||
Preferred stock Series B, $.001 par value; 5,000,000 authorized shares; 1,506,024 shares issued and outstanding | 2 | 2 |
Common stock, $.001 par value; 200,000,000 authorized shares; 22,455,664 and 20,853,921 shares issued and outstanding, respectively | 22 | 21 |
Additional paid in capital | 71,141 | 70,317 |
Accumulated Deficit | (50,981) | (49,143) |
Total Shareholders' Equity | 20,184 | 21,197 |
Total Liabilities and Shareholders' Equity | $ 44,172 | $ 41,680 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Convertible promissory notes, beneficial conversion feature | $ 370 | $ 807 |
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 | 1,506,024 |
Preferred stock, shares outstanding | 1,506,024 | 1,506,024 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 22,455,664 | 20,853,921 |
Common stock, shares outstanding | 22,455,664 | 20,853,921 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 25,011 | $ 30,995 | $ 39,362 | $ 50,424 |
Cost of Goods Sold | 18,278 | 21,869 | 29,850 | 35,714 |
Gross Profit | 6,733 | 9,126 | 9,512 | 14,710 |
Operating Expenses | ||||
Selling and marketing expenses | 1,793 | 3,284 | 3,540 | 5,845 |
General and administrative expenses | 3,204 | 2,869 | 6,534 | 5,750 |
Stock based compensation | 317 | 1,834 | 534 | 1,862 |
Depreciation and amortization | 103 | 96 | 206 | 116 |
Total Operating Expenses | 5,417 | 8,083 | 10,814 | 13,573 |
(Loss) Income before Other Expenses | 1,316 | 1,043 | (1,302) | 1,137 |
Other Expenses | ||||
Other expenses | (2) | (13) | (45) | (218) |
Interest expense | (246) | (286) | (491) | (553) |
Total Other Expenses | (248) | (299) | (536) | (771) |
(Loss) Income before Income Taxes | 1,068 | 744 | (1,838) | 366 |
Income Tax Expense | ||||
Net (Loss) Income | $ 1,068 | $ 744 | $ (1,838) | $ 366 |
EARNINGS PER SHARE: | ||||
Basic | $ 0.05 | $ 0.04 | $ (0.08) | $ 0.02 |
Diluted | $ 0.04 | $ 0.03 | $ (0.08) | $ 0.02 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic | 22,447,752 | 20,354,517 | 21,859,169 | 19,583,194 |
Diluted | 25,831,671 | 24,321,750 | 21,859,169 | 23,051,023 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Shareholders' Equity - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 2 | $ 21 | $ 70,317 | $ (49,143) | $ 21,197 |
Balance, shares at Dec. 31, 2016 | 1,506,024 | 20,853,921 | |||
Issuance of common stock for conversion of promissory notes, plus accrued interest | $ 1 | 269 | 270 | ||
Issuance of common stock for conversion of promissory notes, plus accrued interest, shares | 798,817 | ||||
Issuance of common stock for cashless exercise of options | |||||
Issuance of common stock for cashless exercise of options ,shares | 41,773 | ||||
Issuance of common stock under terms of restricted stock grants | |||||
Issuance of common stock under terms of restricted stock grants, shares | 746,153 | ||||
Issuance of common stock for services | 21 | 21 | |||
Issuance of common stock for services, shares | 15,000 | ||||
Stock based compensation | 534 | 534 | |||
Net loss | (1,838) | (1,838) | |||
Balance at Jun. 30, 2017 | $ 2 | $ 22 | $ 71,141 | $ (50,981) | $ 20,184 |
Balance, shares at Jun. 30, 2017 | 1,506,024 | 22,455,664 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (1,838) | $ 366 |
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||
Depreciation and amortization | 206 | 116 |
Gain on sale of property and equipment | (1) | |
Stock based compensation | 534 | 1,862 |
Stock issued for services | 21 | |
Amortization of beneficial conversion feature | 437 | 483 |
Changes in Assets and Liabilities (Increase) Decrease in: | ||
Restricted cash | (213) | |
Accounts receivable | (7,009) | (9,048) |
Inventory | (304) | (1,103) |
Deposits and other assets | (516) | (203) |
Cost in excess of billings | (1,532) | (11,311) |
Increase (Decrease) in: | ||
Accounts payable and accrued liabilities | (826) | 14,115 |
Billings in excess of cost | 3,882 | 3,252 |
Customer deposits | 470 | (3) |
Warranty liability | 70 | (289) |
NET CASH USED IN OPERATING ACTIVITIES | (6,619) | (1,763) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (44) | (590) |
Proceeds from sale of property and equipment | 18 | |
NET CASH USED IN INVESTING ACTIVITIES | (26) | (590) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loans payable repayments | (259) | (2,024) |
Proceeds from issuance of common stock, net of cost | ||
NET CASH USED IN FINANCING ACTIVITIES | (259) | (2,024) |
NET (DECREASE) IN CASH AND CASH EQUIVALENTS | (6,904) | (4,377) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 11,069 | 12,040 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 4,165 | 7,663 |
Cash paid during the period for: | ||
Cash paid interest | 52 | 55 |
Cash paid taxes | 110 | |
Non-cash investing and financing transactions: | ||
Issuance of common stock upon conversion of debt | $ 270 | $ 994 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated 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. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended December 31, 2016. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
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 Company’s financial statements. The financial statements and notes are representations of the Company’s 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. (d/b/a Sunworks United), 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 Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, warranty reserves, 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. Reclassifications and Corrections Certain reclassifications have been made to conform prior period data to the current presentation. In addition, the Company identified an error and revised its financial statements for the three months and six months ended June 30, 2016 related to the elimination of certain intercompany revenues. Management concluded that the errors had no material impact on any of the Company’s previously issued financial statements, are immaterial to the Company’s results for the first and second quarters of 2016 and full year 2016 results, and had no material effect on the trend of the Company’s financial results. As a result of the immaterial errors discussed above, the unaudited condensed consolidated financial statements reflect the following adjustments for the three months ended June 30, 2016: a reduction in revenue of $460,000, a decrease in cost of goods sold of $345,000 and a net decrease in SG&A and Other Income (expense) of $115,000. The effect of the reclassifications and immaterial errors had no effect on reported net income. The unaudited condensed consolidated financial statements reflect the following adjustments for the six months ended June 30, 2016: a reduction in revenue of $603,000, a decrease in cost of goods sold of $224,000 and a net decrease in SG&A and Other Income (expenses) of $379,000. 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. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. 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 June 30, 2017 and December 31, 2016, the costs in excess of billings balance were $5,839,000 and $4,307,000, and the billings in excess of costs balance were $8,879,000 and $4,997,000, respectively. Residential contract revenues are recognized using the “completed contract” method of accounting. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Contract Receivable The Company performs ongoing credit evaluation of its customers. Management monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, age of receivables and other information, and records bad debts using the allowance method. Accounts receivable are presented net of an allowance for doubtful accounts of $160,000 at June 30, 2017, and $50,000 at December 31, 2016. 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 June 30, 2017, the cash balance in excess of the FDIC limits was $3,676,900. 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 modules, inverters, mounting racks and other materials. Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when it’s put into service and are depreciated using the straight-line method over its estimated useful lives: Machinery & equipment 3-7 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 3-5 Years Depreciation expense for the three months ended June 30, 2017 and 2016 was $103,000 and $96,000, respectively. Depreciation expense for the six months ended June 30, 2017 and 2016 was $206,000 and $116,000, respectively. 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. Included within selling and marketing expenses are advertising and marketing costs for the three months ended June 30, 2017 and 2016 were $269,600 and $1,058,400, respectively. Advertising and marketing costs for the six months ended June 30, 2017 and 2016 were $700,900 and $1,979,900, 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 Company’s business. Liability estimates are determined based on management’s 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 Company’s 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 reserve liability as of June 30, 2017 and December 31, 2016 is $186,000 and $116,000, respectively. Stock-Based Compensation The Company periodically issues stock options, restricted stock, and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option, restricted stock 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. 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, restricted stock, warrants and convertible notes were used in the calculation of the net (loss) income per share. A net loss causes all outstanding common stock options, restricted stock, warrants, convertible preferred stock, and convertible notes to be anti-dilutive. As a result, the basic and diluted losses per common share are the same for the six months ended June 30, 2017. As of June 30, 2017, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 1,125,924 stock options, 1,134,615 restricted stock grants, 2,997,000 warrants, shares underlying convertible notes and preferred stock. As of June 30, 2016, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 671,924 stock options and 2,997,000 warrants because they were below the period ending stock price. We also excluded 1,506,024 shares of Series B preferred stock convertible into common stock at a 1 to 1 ratio because of trading restrictions. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. 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, 2016. 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 June 30, 2017, 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. Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Income Taxes The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. 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 Company’s core business. New Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed. We are currently evaluating the impact ASU No. 2017-04 will have on our consolidated financial statements and associated disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash . ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017. From January 1, 2018 we will begin including amounts generally described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either operating or financing, with such classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements and associated disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, ASU 2014-09 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASU is effective for fiscal years beginning after December 15, 2017. The new revenue standard is principle based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice, and guidance may evolve as companies and the accounting profession work to implement this new standard. The Company is still in the process of evaluating the effect of the new standard on the Company’s historical financial statements and disclosures. As the Company completes its evaluation of this new standard, new information may arise that could change the Company’s current understanding of the impact to revenue and expense recognized. Additionally, the Company will continue to monitor industry activities and any additional guidance provided by regulators, standards setters, or the accounting profession and adjust the Company’s assessment and implementation plans accordingly. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Loans Payable | 3. LOANS PAYABLE Plan B, a subsidiary of the Company, entered into a business loan agreement, prior to being acquired by the Company, with Tri Counties Bank dated March 14, 2014, in the original amount of $131,000 bearing interest at 4.95%. The loan agreement called for monthly payments of $2,500 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 June 30, 2017, is $49,300. Plan B, a subsidiary of the Company, entered into a business loan agreement prior to being acquired by the Company, with Tri Counties Bank dated April 9, 2014, in the original amount of $250,000 bearing interest at 4.95%. The loan agreement calls for monthly payments of $4,700 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 June 30, 2017, is $99,000. On December 31, 2015, the Company entered into a $2.5 million Credit Facility or the Credit Agreement 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. The Company had no borrowings under the Credit Agreement as of June 30, 2017 and December 31, 2016. The Credit Agreement matures on November 30, 2017, but may be cancelled at any time by the Company. Loans are secured by a security interest in the Company’s cash accounts held with the Lender. Interest on any unpaid balance accrues at the Prime Rate, as defined in the Credit Agreement; 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 on loans. 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 with 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. On January 5, 2016, the Company entered into a loan agreement for the acquisition of a pile driver in the principal amount of $182,000 bearing interest at 5.5%. The loan agreement calls for monthly payments of $4,200 and is scheduled to mature on January 15, 2020. The loan is secured by the equipment. The outstanding balance at June 30, 2017, is $121,800. On September 8, 2016, the Company entered into a loan agreement for the acquisition of a pile driver in the principal amount of $174,000 bearing interest at 5.5%. The loan agreement calls for monthly payments of $4,000 and is scheduled to mature on January 15, 2020. The loan is secured by the equipment. The outstanding balance at June 30, 2017, is $144,200. On November 14, 2016, the Company entered into a 0% interest loan agreement for the acquisition of an excavator in the principal amount of $58,600. The loan agreement calls for monthly payments of $1,200 and is scheduled to mature on November 13, 2020. The loan is secured by the equipment. The outstanding balance at June 30, 2017, is $49,200. On December 23, 2016, the Company entered into a loan agreement for the acquisition of modular office systems and related furniture in the principal amount of $172,000 bearing interest at 4.99%. The loan agreement calls for 16 quarterly payments of $11,900 and is scheduled to mature in September 2020. The loan is secured by the equipment. The outstanding balance at June 30, 2017, is $142,300. As of June 30. 2017 and December 31, 2016, loans payable are summarized as follows: June 30, 2017 December 31, 2016 Business loan agreement dated March 14, 2014 $ 49,300 $ 62,700 Business loan agreement dated April 9, 2014 99,000 124,500 Equipment notes payable 457,500 526,200 Subtotal 605,800 713,400 Less: Current position (225,100 ) (217,700 ) Long-term position $ 380,700 $ 495,700 |
Acquisition Convertible Promiss
Acquisition Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition Convertible Promissory Notes | 4. ACQUISITION CONVERTIBLE PROMISSORY NOTES On January 31, 2014, the Company issued 4% convertible promissory notes in the aggregate principal amount of $1,750,000 as part of the consideration paid to acquire 100% of the issued and outstanding stock of Sunworks United. The notes are convertible into shares of the Company’s fully paid and non-assessable common stock at a conversion price of $0.52 per share and was originally due on March 30, 2015, which was amended to extend to June 30, 2016. The Notes were five (5) year notes and bore interest at the rate of 4% per annum. In February and March 2014, $625,000 of the notes was converted into 1,201,923 shares of common stock, leaving a remaining note balance of $1,125,000 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 $375,000. The principal note balance remaining as of December 31, 2015 was $750,000. On February 29, 2016, the $750,000 balance remaining was fully converted into 1,442,308 shares of common stock. On February 28, 2015, the Company issued a 4% convertible promissory note in the aggregate principal amount of $2,650,000 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 is $2.60 per share. A beneficial conversion feature of $3,261,500 was calculated but capped at the $2,650,000 value of the note. The beneficial conversion feature was calculated by multiplying the difference between the fair value of stock at the date of the note $5.80 less the conversion price of $2.60 multiplied by the maximum number of share subject to conversion, 1,019,231. In November 2015, the Company issued 339,743 shares of common stock upon conversion of the principal amount of $883,000. 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 convertible note during the prior quarter plus $151,429 with the final payment of all outstanding principal and accrued but unpaid interest on the convertible 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 $219,900 and $243,100 during the three months ended June 30, 2017 and 2016, respectively. The Company recorded amortization of the beneficial conversion feature as interest expense in the amount of $437,400 and $483,500 during the six months ended June 30, 2017 and 2016, respectively. The debt discount will be amortized over the life of the convertible note, or until such time that the convertible note is 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 | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 5. CONVERTIBLE PROMISSORY NOTES Convertible promissory note at June 30, 2017 and December 31, 2016 are as follows: 2017 2016 Convertible promissory notes payable $ 384,000 $ 654,000 Less, debt discount - - Convertible promissory notes payable, net $ 384,000 $ 654,000 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 $750,000 for consideration of $750,000. 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. At September 30, 2014, the note was exchanged for a new convertible note with a fixed conversion price of $0.338. 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 2014. The note originally matured on October 28, 2014, was extended three months to January 31, 2015, was extended to June 30, 2017, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. The Company recorded interest expense in the amount of $11,000 during the year ended December 31, 2016 prior to the note being extended at zero interest. During the year ended December 31, 2016, the noteholder made a partial conversion of principal and accrued interest in the amount of $196,000 and $45,000 respectively in exchange for 711,586 shares of common stock, with a remaining principal balance of $554,000. On March 1, 2017, the Company issued 798,817 shares of common stock to the note holder at the fixed conversion price of $0.338 per share. The conversion of the note results in a $270,000 outstanding principal reduction in the note from $554,000 to $284,000. 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 $100,000. Upon execution of the note, the Company received an initial advance of $20,000. In February and March of 2014, the Company received additional advances in an aggregate amount of $80,000 for an aggregate total of $100,000. 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 convertible note with a fixed conversion price of $0.338. 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 September 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. The Company recorded no interest expense in 2016 prior to the note being extended. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Capital Stock | 6. CAPITAL STOCK Common Stock On February 17, 2017, the Company issued 41,773 shares of common stock for the cashless exercise of 53,419 options at an exercise price of $0.468 per share. On March 1, 2017, the Company issued 798,817 shares of common stock at a conversion price of $0.338 per share for partial conversion of principal for a convertible promissory note in the aggregate amount of $270,000. On March 16, 2017, the Company issued 746,153 shares of restricted common stock per terms of the performance-based RSGA awards. The Company had previously recorded stock based compensation costs at fair value as of the date of grant of $3,751,500 related to the vesting of these awards in the year ended December 31, 2016. On May 18, 2017, the Company issued 15,000 shares of common stock at $1.43 per share in the aggregate amount of $21,450 as payment for executive recruiting services. Preferred Stock On November 25, 2015, the Company designated 1,700,000 shares, of its authorized preferred stock, as Series B Preferred Stock, $0.001 par value per share. Pursuant to the Certificate of Designation and subject to the rights of any other series of preferred stock that may be established by the Board of Directors, holders of Series B Preferred Stock (the “Holders”) will have liquidation preference over the holders of the Company’s 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 Directors, 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 be entitled to vote together with the holders of the Company’ 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 $4,500,000 were issued in December 2015 in connection with the acquisition of Plan B. |
Stock Options, Restricted Stock
Stock Options, Restricted Stock and Warrants | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options, Restricted Stock and Warrants | 7. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS Options As of June 30, 2017, the Company has 1,581,155 non-qualified stock options outstanding to purchase 1,581,155 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 Company’s 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. June 30, 2017 Weighted Number average of exercise Options price Outstanding, beginning January 1, 2017 1,634,574 $ 1.93 Granted 314,000 1.50 Exercised (53,419 ) 0.47 Expired - - Outstanding, end of June 30, 2017 1,895,155 1.90 Exercisable at the end of June 30, 2017 1,203,036 1.68 During the three months ended June 30, 2017 and 2016, the Company charged a total of $212,300 and $59,000 respectively, to operations related to recognized stock based compensation expense for stock options. During the six months ended June 30, 2017 and 2016, the Company charged a total of $387,800 and $88,000 respectively, to operations related to recognized stock based compensation expense for stock options. Restricted Stock Grants With an effective date of March 29, 2017, subject to the Sunworks, Inc. 2016 Equity Incentive Plan, the Company entered into a restricted stock grant agreement or RSGA with its new Chief Executive Officer, Charles F. Cargile. All shares issuable under the RSGA are valued as of the grant date at $1.50 per share. The RSGA provides for the issuance of up to 500,000 shares of the Company’s common stock. The restricted shares shall vest as follows: 166,667 of the restricted shares shall vest on the one (1) year anniversary of the effective date, and the balance, or 333,333 restricted shares, shall vest in twenty-four (24) equal monthly installments commencing on the one (1) year anniversary of the effective date In the three months ended June 30, 2017, $62,500 of stock based compensation expense was recognized for the March 29, 2017 RSGA. During the year ended December 31, 2013, the Company entered into a restricted stock grant agreement or RSGA with its then 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 and are valued as of the grant date at $0.47 per share. The RSGA provides for the issuance of up to 769,230 shares of the Company’s common stock to Mr. Nelson provided certain milestones are met in certain stages. As of September 30, 2014, two of the milestones were met, when the Company’s market capitalization exceeded $10 million and the consolidated gross revenue, calculated in accordance with GAAP, equaled or exceeded $10 million for the trailing twelve-month period. The Company issued 384,615 shares of common stock to Mr. Nelson at fair value of $786,000 during the year ended December 31, 2014. If the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $2 million for a trailing twelve-month period and the sooner of Mr. Nelson’s retirement, change of control, or January 2019, the Company will issue an additional 384,615 shares of the Company’s common stock to Mr. Nelson. We have not recognized any cost associated with the third milestone due to the inability to estimate the probability of it being achieved. As the final performance goal is achieved, the shares shall become eligible for vesting and issuance. In recognition of the efforts of James B. Nelson, the Company’s Chief Executive Officer, in leading the Company through the uplisting and financing transaction consummated by the Company in 2015, on August 31, 2016, the Company granted Mr. Nelson a restricted stock grant of 250,000 shares of the Company’s common stock pursuant to the terms of the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). All shares issuable under the RSGA are valued as of the grant date at $2.90 per share. The restricted stock grant to Mr. Nelson will vest upon the earlier of (i) January 1, 2021, (ii) a Change of Control as defined in the 2016 Plan (iii) upon Mr. Nelson’s retirement or (iv) upon Mr. Nelson’s death. “Change of Control” as defined in the 2016 Plan means (i) a sale of all or substantially all of the Company’s assets or (ii) a merger with another entity or an acquisition of the Company that results in the existing shareholders of the Company owning less than fifty percent (50%) of the outstanding shares of capital stock of the surviving entity following such transaction. In the three months and six months ended June 30, 2017, $41,800 and $83,700 of stock based compensation expense was recognized for the August 31, 2016 RSGA. During the year ended December 31, 2014, the Company entered into RSGAs with the three 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 RSGAs were performance based shares and were valued as of the grant date at $5.12 per share. Each of the RSGAs provided for the issuance of up to 276,924 shares of the Company’s common stock in the aggregate to the Sunworks United Shareholders provided certain milestones were met in certain stages as follows: a) If the Company’s aggregate net income from operations, for any trailing four (4) quarters equaled or exceeded $2 million, the Company would issue each Sunworks United Shareholder 92,308 shares of common stock and 276,924 shares in the aggregate; b) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeded $3 million, the Company would issue each Sunworks United Shareholder 92,308 shares and 276,924 shares of common stock in the aggregate; c) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeded $4 million, the Company would issue each Sunworks United Shareholder 92,307 and 276,924 shares in the aggregate. Based on the probability that the first milestone would be achieved the Company recognized $100,000 in stock compensation expense during the year 2015. As of September 30, 2016 the Company achieved each of the three milestones. During the quarter ended June 30, 2016 the Company issued 276,924 shares in aggregate associated with the first milestone. The issuance of the remaining 553,845 shares was completed on March 16, 2017. The stock based compensation expense associated with the achievement of the second and third milestones totaled $2,837,000 and was recognized in the quarter ended September 30, 2016. No additional compensation expense was required with the March 16, 2017 issuance of the 553,845 common shares. During the year ended December 31, 2014, the Company entered into RSGAs with certain 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 were performance based shares and were valued as of the grant date at $5.12 per share. Each of the RSGAs provided for the issuance of up to 38,462 shares of the Company’s common stock to each employee provided certain milestones were met in certain stages as follows: a) If the Company’s aggregate net income from operations, for any trailing four (4) quarters equaled or exceeded $2 million, the Company would issue to each employee 12,821 shares of common stock and 64,105 shares in the aggregate; b) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeded $3 million, the Company would issue each employee 12,821 shares of common stock and 64,105 shares in the aggregate; c) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeded $4 million, the Company would issue each employee 12,820 and 51,280 shares in the aggregate. Based on the probability that the first milestone would be achieved the Company recognized $33,000 in stock compensation expense during the year 2015. As of September 30, 2016, the Company achieved each of the three milestones. During the quarter ended June 30, 2016 the Company issued 64,105 shares in aggregate associated with the first milestone. The issuance of the remaining 115,385 shares was completed on March 16, 2017. The stock based compensation expense associated with the achievement of the second and third milestones totaled $591,000 and was recognized in the quarter ended September 30, 2016. No additional compensation expense was required with the March 16, 2017 issuance of the 115,385 common shares. On February 1, 2015, the Company entered into a RSGA with its former Chief Financial Officer, intended to provide incentive to the former CFO to ensure certain economic performance of the Company. All shares issuable under the RSGA were performance-based shares and were valued as of the grant date at $4.21 per share. The RSGA provided for the issuance of up to 115,385 shares of the Company’s common stock provided certain milestones were met in certain stages as follows: a) If the Company’s aggregate net income from operations, for any trailing four (4) quarters equaled or exceeded $2 million, the Company would issue 38,462 shares of common stock; b) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeded $3 million, the Company would issue 38,462 shares of common stock; c) If the Company’s aggregate net income from operations, for any trailing four (4) quarters exceeded $4 million, the Company would issue 38,461. As of September 30, 2016 the Company achieved each of the three milestones. During the quarter ended June 30, 2016 the Company issued 38,462 shares associated with the first milestone. The issuance of the remaining 76,723 shares was completed on March 16, 2017. The stock based compensation expense associated with the achievement of the second and third milestones totaled $324,000 and was recognized in the quarter ended September 30, 2016. No additional compensation expense was required with the March 16, 2017 issuance of the 76,923 common shares. The total combined option and restricted stock compensation expense recognized, in the statement of operations, during the three months ended June 30, 2017 and 2016 was $317,000 and $1,834,000, respectively. The total combined option and restricted stock compensation expense recognized, in the statement of operations, during the first six months of 2017 and 2016 was $534,000 and $1,862,000, respectively Warrants As of June 30, 2017, the Company had 2,997,000 common stock purchase warrants outstanding with an exercise price of $4.15 per share. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. SUBSEQUENT EVENTS None. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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. (d/b/a Sunworks United), 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 Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, warranty reserves, 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. |
Reclassifications and Corrections | Reclassifications and Corrections Certain reclassifications have been made to conform prior period data to the current presentation. In addition, the Company identified an error and revised its financial statements for the three months and six months ended June 30, 2016 related to the elimination of certain intercompany revenues. Management concluded that the errors had no material impact on any of the Company’s previously issued financial statements, are immaterial to the Company’s results for the first and second quarters of 2016 and full year 2016 results, and had no material effect on the trend of the Company’s financial results. As a result of the immaterial errors discussed above, the unaudited condensed consolidated financial statements reflect the following adjustments for the three months ended June 30, 2016: a reduction in revenue of $460,000, a decrease in cost of goods sold of $345,000 and a net decrease in SG&A and Other Income (expense) of $115,000. The effect of the reclassifications and immaterial errors had no effect on reported net income. The unaudited condensed consolidated financial statements reflect the following adjustments for the six months ended June 30, 2016: a reduction in revenue of $603,000, a decrease in cost of goods sold of $224,000 and a net decrease in SG&A and Other Income (expenses) of $379,000. |
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. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. 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 June 30, 2017 and December 31, 2016, the costs in excess of billings balance were $5,839,000 and $4,307,000, and the billings in excess of costs balance were $8,879,000 and $4,997,000, respectively. Residential contract revenues are recognized using the “completed contract” method of accounting. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. |
Contract Receivable | Contract Receivable The Company performs ongoing credit evaluation of its customers. Management monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, age of receivables and other information, and records bad debts using the allowance method. Accounts receivable are presented net of an allowance for doubtful accounts of $160,000 at June 30, 2017, and $50,000 at December 31, 2016. |
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 June 30, 2017, the cash balance in excess of the FDIC limits was $3,676,900. 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 modules, inverters, mounting racks and other materials. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when it’s put into service and are depreciated using the straight-line method over its estimated useful lives: Machinery & equipment 3-7 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 3-5 Years |
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. Included within selling and marketing expenses are advertising and marketing costs for the three months ended June 30, 2017 and 2016 were $269,600 and $1,058,400, respectively. Advertising and marketing costs for the six months ended June 30, 2017 and 2016 were $700,900 and $1,979,900, 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 Company’s business. Liability estimates are determined based on management’s 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 Company’s 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 reserve liability as of June 30, 2017 and December 31, 2016 is $186,000 and $116,000, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options, restricted stock, and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option, restricted stock 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. 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, restricted stock, warrants and convertible notes were used in the calculation of the net (loss) income per share. A net loss causes all outstanding common stock options, restricted stock, warrants, convertible preferred stock, and convertible notes to be anti-dilutive. As a result, the basic and diluted losses per common share are the same for the six months ended June 30, 2017. As of June 30, 2017, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 1,125,924 stock options, 1,134,615 restricted stock grants, 2,997,000 warrants, shares underlying convertible notes and preferred stock. As of June 30, 2016, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 671,924 stock options and 2,997,000 warrants because they were below the period ending stock price. We also excluded 1,506,024 shares of Series B preferred stock convertible into common stock at a 1 to 1 ratio because of trading restrictions. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. |
Basic and Diluted Net (Loss) Income per Share Calculations | Basic and Diluted Net (Loss) Income 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, restricted stock, warrants and convertible notes were used in the calculation of the net (loss) income per share. A net loss causes all outstanding common stock options, restricted stock, warrants, convertible preferred stock and convertible notes to be anti-dilutive. As a result, the basic and diluted losses per common share are the same for the six months ended June 30, 2017. As of June 30, 2017, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 1,125,924 stock options, 1,134,615 restricted stock grants, 2,997,000 warrants, shares underlying convertible notes and preferred stock. As of June 30, 2016, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 671,924 stock options and 2,997,000 warrants because they were below the period ending stock price. We also excluded 1,506,024 shares of Series B preferred stock convertible into common stock at a 1 to 1 ratio because of trading restrictions. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. |
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, 2016. |
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 June 30, 2017, 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. |
Business Combinations | Business Combinations We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. |
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 Company’s core business. |
New Accounting Pronouncements | New Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed. We are currently evaluating the impact ASU No. 2017-04 will have on our consolidated financial statements and associated disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash . ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017. From January 1, 2018 we will begin including amounts generally described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either operating or financing, with such classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements and associated disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, ASU 2014-09 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASU is effective for fiscal years beginning after December 15, 2017. The new revenue standard is principle based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice, and guidance may evolve as companies and the accounting profession work to implement this new standard. The Company is still in the process of evaluating the effect of the new standard on the Company’s historical financial statements and disclosures. As the Company completes its evaluation of this new standard, new information may arise that could change the Company’s current understanding of the impact to revenue and expense recognized. Additionally, the Company will continue to monitor industry activities and any additional guidance provided by regulators, standards setters, or the accounting profession and adjust the Company’s assessment and implementation plans accordingly. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives Property, Plant and Equipment | Depreciation for property and equipment commences when it’s put into service and are depreciated using the straight line method over its estimated useful lives: Machinery & equipment 3-7 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 3-5 Years |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | As of June 30. 2017 and December 31, 2016, loans payable are summarized as follows: June 30, 2017 December 31, 2016 Business loan agreement dated March 14, 2014 $ 49,300 $ 62,700 Business loan agreement dated April 9, 2014 99,000 124,500 Equipment notes payable 457,500 526,200 Subtotal 605,800 713,400 Less: Current position (225,100 ) (217,700 ) Long-term position $ 380,700 $ 495,700 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Note | Convertible promissory note at June 30, 2017 and December 31, 2016 are as follows: 2017 2016 Convertible promissory notes payable $ 384,000 $ 654,000 Less, debt discount - - Convertible promissory notes payable, net $ 384,000 $ 654,000 |
Stock Options, Restricted Sto19
Stock Options, Restricted Stock and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options Activity | The Company determined the fair market value of these options by using the Black Scholes option valuation model. June 30, 2017 Weighted Number average of exercise Options price Outstanding, beginning January 1, 2017 1,634,574 $ 1.93 Granted 314,000 1.50 Exercised (53,419 ) 0.47 Expired - - Outstanding, end of June 30, 2017 1,895,155 1.90 Exercisable at the end of June 30, 2017 1,203,036 1.68 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Segmentshares | Jun. 30, 2016USD ($)shares | Dec. 31, 2016USD ($) | |
Revenue | $ 25,011,000 | $ 30,995,000 | $ 39,362,000 | $ 50,424,000 | |
Costs in excess of billings, current | 5,839,000 | 5,839,000 | $ 4,307,000 | ||
Billings in excess of cost, current | 8,879,000 | 8,879,000 | 4,997,000 | ||
Allowance for doubtful accounts receivable | 160,000 | 160,000 | 50,000 | ||
Cash balance in excess of FDIC limits | 3,676,900 | 3,676,900 | |||
Depreciation expense | 103,000 | 96,000 | 206,000 | 116,000 | |
Advertising and marketing expenses | 269,600 | 1,058,400 | 700,900 | $ 1,979,900 | |
Warranty reserve liability | $ 186,000 | $ 186,000 | $ 116,000 | ||
Standard product warranty description | 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. | ||||
Number of reportable segments | Segment | 1 | ||||
Series B preferred stock [Member] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 1,506,024 | ||||
Warrants [Member] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 2,997,000 | 2,997,000 | |||
Stock Options [Member] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 1,125,924 | 671,924 | |||
Restricted Stock [Member] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 1,134,615 | ||||
Solar Panels [Member] | Minimum [Member] | |||||
Standard product warranty, term | 10 years | ||||
Solar Panels [Member] | Maximum [Member] | |||||
Standard product warranty, term | 25 years | ||||
Inverter [Member] | Minimum [Member] | |||||
Standard product warranty, term | 10 years | ||||
Inverter [Member] | Maximum [Member] | |||||
Standard product warranty, term | 15 years | ||||
Restatement Adjustment [Member] | |||||
Revenue | 460,000 | $ 603,000 | |||
Change in cost of goods sold | 345,000 | 224,000 | |||
Selling general & administrative and other income (expenses) | $ 115,000 | $ 379,000 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives Property, Plant and Equipment (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 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 |
Leaseholder Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Leaseholder Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Dec. 23, 2016 | Nov. 14, 2016 | Sep. 08, 2016 | Jan. 05, 2016 | Jan. 05, 2016 | Apr. 09, 2014 | Mar. 14, 2014 | Dec. 31, 2015 | Jun. 30, 2017 | Dec. 31, 2016 |
Loans payable, current | $ 225,000 | $ 218,000 | ||||||||
Loan Agreement [Member] | ||||||||||
Debt instrument, face amount | $ 172,000 | $ 58,600 | $ 174,000 | $ 182,000 | $ 182,000 | |||||
Debt instrument, interest rate, stated percentage | 4.99% | 0.00% | 5.50% | 5.50% | 5.50% | |||||
Debt instrument, periodic payment | $ 11,900 | $ 1,200 | $ 4,000 | $ 4,200 | ||||||
Debt instrument, maturity date | Sep. 30, 2020 | Nov. 13, 2020 | Jan. 15, 2020 | Jan. 15, 2020 | ||||||
Debt instrument, collateral | The loan is secured by the equipment | The loan is secured by the equipment | The loan is secured by the equipment | The loan is secured by the equipment | ||||||
Loan Agreement [Member] | January 5, 2016 [Member] | ||||||||||
Loans payable, current | 121,800 | |||||||||
Loan Agreement [Member] | September 8, 2016 [Member] | ||||||||||
Loans payable, current | 144,200 | |||||||||
Loan Agreement [Member] | November 14, 2016 [Member] | ||||||||||
Loans payable, current | 49,200 | |||||||||
Loan Agreement [Member] | December 23, 2016 [Member] | ||||||||||
Loans payable, current | 142,300 | |||||||||
Line of Credit [Member] | ||||||||||
Repayment of line of credit | $ 1,800,000 | |||||||||
Line of Credit [Member] | Letter of Credit [Member] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,500,000 | |||||||||
Line of credit facility, expiration date | Nov. 30, 2017 | |||||||||
Notes Payable to Banks [Member] | ||||||||||
Debt instrument, face amount | $ 250,000 | $ 131,000 | ||||||||
Debt instrument, interest rate, stated percentage | 4.95% | 4.95% | ||||||||
Debt instrument, periodic payment | $ 4,700 | $ 2,500 | ||||||||
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 to Banks [Member] | Note Dated March 14, 2014 [Member] | ||||||||||
Loans payable, current | 49,300 | |||||||||
Notes Payable to Banks [Member] | Note Dated April 9, 2014 [Member] | ||||||||||
Loans payable, current | $ 99,000 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Loan payable Subtotal | $ 605,800 | $ 713,400 |
Less: Current position | (225,000) | (218,000) |
Long-term position | 381,000 | 496,000 |
Business Loan Agreement Dated March 14, 2014 [Member] | ||
Loan payable Subtotal | 49,300 | 62,700 |
Business Loan Agreement Dated April 9, 2014 [Member] | ||
Loan payable Subtotal | 99,000 | 124,500 |
Equipment Notes Payable [Member] | ||
Loan payable Subtotal | $ 457,500 | $ 526,200 |
Loans Payable - Schedule of L24
Loans Payable - Schedule of Loans Payable (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Business Loan Agreement Dated March 14, 2014 [Member] | ||
Loan dated | Mar. 14, 2014 | Mar. 14, 2014 |
Business Loan Agreement Dated April 9, 2014 [Member] | ||
Loan dated | Apr. 9, 2014 | Apr. 9, 2014 |
Acquisition Convertible Promi25
Acquisition Convertible Promissory Notes (Details Narrative) - USD ($) | Feb. 29, 2016 | Mar. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2014 | Nov. 30, 2015 | Mar. 31, 2014 | Feb. 28, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Solar United Network Inc [Member] | |||||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||||||
Solar United Network Inc [Member] | Convertible Debt [Member] | |||||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||||||||
Debt instrument, face amount | $ 1,750,000 | ||||||||||||
Debt instrument, convertible, conversion price | $ 0.52 | ||||||||||||
Debt instrument, convertible, terms of conversion feature | Conversion price of $0.52 per share and was originally due on March 30, 2015, which was amended to extend to June 30, 2016. | ||||||||||||
Debt instrument, term | 5 years | ||||||||||||
Debt instrument, maturity date | Jun. 30, 2016 | ||||||||||||
Debt conversion, original debt, amount | $ 750,000 | $ 625,000 | $ 625,000 | $ 375,000 | |||||||||
Debt conversion, converted instrument, shares issued | 1,442,308 | 1,201,923 | 1,201,923 | 721,154 | |||||||||
Convertible promissory notes | $ 750,000 | $ 1,125,000 | |||||||||||
MD Energy LLC [Member] | |||||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||||||
MD Energy LLC [Member] | Convertible Debt [Member] | |||||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||||||||
Debt instrument, face amount | $ 2,650,000 | ||||||||||||
Debt instrument, convertible, conversion price | $ 2.60 | ||||||||||||
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 is $2.60 per share. | ||||||||||||
Debt instrument, term | 2 years | ||||||||||||
Debt instrument, maturity date | Feb. 28, 2020 | ||||||||||||
Debt conversion, original debt, amount | $ 883,000 | ||||||||||||
Debt conversion, converted instrument, shares issued | 339,743 | ||||||||||||
Debt beneficial conversion feature | $ 3,261,500 | ||||||||||||
Debt instrument, payment terms | Commencing with the quarter ending on June 30, 2017, the Company will make quarterly payments of interest accrued on the convertible note during the prior quarter plus $151,429 with the final payment of all outstanding principal and accrued but unpaid interest on the convertible note due and payable on February 28, 2020 (the maturity date). | ||||||||||||
Debt final payment of outstanding principal and interest | $ 151,429 | ||||||||||||
Amortization of debt discount (premium) | $ 219,900 | $ 243,100 | $ 437,400 | $ 483,500 | |||||||||
MD Energy LLC [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||||||||
Debt instrument, convertible, conversion price | $ 5.80 | $ 5.80 | |||||||||||
Debt conversion, converted instrument, shares issued | 1,019,231 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - Convertible Notes Payable [Member] - USD ($) | Mar. 01, 2017 | Feb. 11, 2014 | Jan. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2014 | Feb. 28, 2014 | Dec. 31, 2016 | Sep. 30, 2014 |
Debt instrument, convertible, conversion price | $ 0.338 | |||||||
Convertible notes payable | $ 284,000 | |||||||
Debt conversion, original debt, amount | $ 270,000 | |||||||
Debt conversion, converted instrument, shares issued | 798,817 | |||||||
Debt Issued On January 31, 2014 [Member] | ||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||
Debt instrument, face amount | $ 750,000 | |||||||
Proceeds from convertible debt | $ 750,000 | |||||||
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, convertible, conversion price | $ 1.30 | $ 0.338 | ||||||
Debt instrument, maturity date | Oct. 28, 2014 | Jun. 30, 2019 | ||||||
Debt instrument, maturity date, description | The note originally matured on October 28, 2014, was extended three months to January 31, 2015, was extended to June 30, 2017, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. | |||||||
Interest expense, debt | $ 0 | $ 11,000 | ||||||
Convertible notes payable | $ 554,000 | |||||||
Debt conversion, converted instrument, shares issued | 711,586 | |||||||
Debt Issued On January 31, 2014 [Member] | Principal [Member] | ||||||||
Debt conversion, original debt, amount | $ 196,000 | |||||||
Debt Issued On January 31, 2014 [Member] | Interest [Member] | ||||||||
Debt conversion, original debt, amount | $ 45,000 | |||||||
Debt Issued On February 11, 2014 [Member] | ||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||
Debt instrument, face amount | $ 100,000 | |||||||
Proceeds from convertible debt | $ 20,000 | $ 100,000 | $ 80,000 | |||||
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, convertible, conversion price | $ 1.30 | $ 0.338 | ||||||
Debt instrument, maturity date | Jun. 30, 2019 | |||||||
Debt instrument, maturity date, description | 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 September 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. | |||||||
Interest expense, debt | $ 0 |
Convertible Promissory Notes -
Convertible Promissory Notes - Schedule of Convertible Promissory Note (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Convertible promissory notes payable | $ 384,000 | $ 654,000 |
Less, debt discount | ||
Convertible promissory notes payable, net | $ 384,000 | $ 654,000 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | May 18, 2017 | Mar. 16, 2017 | Mar. 01, 2017 | Feb. 17, 2017 | Nov. 25, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Issuance of common stock for cashless exercise of options ,shares | 41,773 | ||||||||
Number of common stock shares issued | 53,419 | ||||||||
Stock options exercise price per share | $ 0.468 | $ 0.47 | |||||||
Convertible promissory notes aggregate amount | $ 270,000 | $ 994,000 | |||||||
Restricted common stock, shares | 746,153 | ||||||||
Number of common stock issued for services | $ 21,000 | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | |||||||
Series B Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 1,700,000 | ||||||||
Preferred stock, par or stated value per share | $ 0.001 | ||||||||
Preferred stock, voting rights | Holders will be entitled to convert each share of Series B Preferred Stock into one (1) share of Common Stock, and will also be entitled to vote together with the holders of the Company 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. | ||||||||
Stock issued during period, shares, acquisitions, shares | 1,506,024 | ||||||||
Stock issued during period, value, acquisitions | $ 4,500,000 | ||||||||
Executive Recruiting Services [Member] | |||||||||
Number of common stock issued for services | $ 21,450 | ||||||||
Shares issued price per share | $ 1.43 | ||||||||
Number of common stock issued for services, shares | 15,000 | ||||||||
Common Stock [Member] | |||||||||
Issuance of common stock for cashless exercise of options ,shares | 41,773 | ||||||||
Restricted common stock, shares | 746,153 | ||||||||
Stock compensation costs | $ 3,751,500 | ||||||||
Number of common stock issued for services | |||||||||
Number of common stock issued for services, shares | 15,000 | ||||||||
Convertible Promissory Notes [Member] | |||||||||
Number of common stock shares issued for conversion of convertible promissory note | 798,817 | ||||||||
Convertible promissory notes aggregate amount | $ 270,000 | ||||||||
Debt conversion price per share | $ 0.338 |
Stock Options, Restricted Sto29
Stock Options, Restricted Stock and Warrants (Details Narrative) - USD ($) | Mar. 29, 2017 | Mar. 16, 2017 | Aug. 31, 2016 | Feb. 01, 2015 | Sep. 30, 2014 | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2013 |
Number of non-qualified stock options outstanding to purchase shares of common stock | 1,895,155 | 1,895,155 | 1,634,574 | |||||||||||
Share-based compensation | $ 317,000 | $ 1,834,000 | $ 534,000 | $ 1,862,000 | ||||||||||
Warrants [Member] | ||||||||||||||
Number of common stock purchase warrants outstanding | 2,997,000 | 2,997,000 | ||||||||||||
Warrant exercise price per share | $ 4.15 | $ 4.15 | ||||||||||||
Restricted Stock Grant Agreement [Member] | March 29, 2017 [Member] | ||||||||||||||
Share-based compensation | $ 62,500 | |||||||||||||
Restricted Stock Grant Agreement [Member] | August 31, 2016 [Member] | ||||||||||||||
Share-based compensation | $ 41,800 | $ 83,700 | ||||||||||||
Employees [Member] | ||||||||||||||
Stock issued during period, shares, restricted stock award, net of forfeitures, shares | 51,280 | |||||||||||||
Stock Option [Member] | ||||||||||||||
Number of non-qualified stock options outstanding to purchase shares of common stock | 1,581,155 | 1,581,155 | ||||||||||||
Stock options vest at various time and exercisable period | 7 years | |||||||||||||
Share-based compensation | $ 212,300 | $ 59,000 | $ 387,800 | $ 88,000 | ||||||||||
Stock Option [Member] | Minimum [Member] | ||||||||||||||
Exercise price per share | $ 0.26 | $ 0.26 | ||||||||||||
Stock Option [Member] | Maximum [Member] | ||||||||||||||
Exercise price per share | $ 4.42 | $ 4.42 | ||||||||||||
Restricted Stock [Member] | Charles F. Cargile [Member] | ||||||||||||||
Exercise price per share | $ 1.50 | |||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 500,000 | |||||||||||||
Restricted Stock [Member] | James B. Nelson [Member] | ||||||||||||||
Exercise price per share | $ 0.47 | |||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 769,230 | |||||||||||||
Market capitalization exceeded | $ 10,000,000 | $ 10,000,000 | ||||||||||||
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 | $ 786,000 | |||||||||||||
Restricted Stock [Member] | James B. Nelson [Member] | Trailing Twelve Month Period [Member] | ||||||||||||||
Market capitalization exceeded | $ 2,000,000 | |||||||||||||
Stock issued during period, shares, restricted stock award, net of forfeitures, shares | 384,615 | |||||||||||||
Share-based compensation arrangement by share-based payment award, terms of award | Exceeds $2 million for a trailing twelve-month period and the sooner of Mr. Nelsons retirement, change of control, or January 2019, the Company will issue an additional 384,615 shares of the Companys common stock to Mr. Nelson. | |||||||||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||
Exercise price per share | $ 2.90 | |||||||||||||
Stock issued during period, shares, restricted stock award, net of forfeitures, shares | 250,000 | |||||||||||||
Restricted Stock [Member] | Shareholders [Member] | ||||||||||||||
Exercise price per share | $ 5.12 | |||||||||||||
Share-based compensation | $ 2,837,000 | $ 100,000 | ||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 276,924 | |||||||||||||
Stock issued during period, shares, restricted stock award, net of forfeitures, shares | 553,845 | 276,924 | 276,924 | |||||||||||
Share-based compensation arrangement by share-based payment award, terms of award | a) If the Companys aggregate net income from operations, for any trailing four (4) quarters equaled or exceeded $2 million, the Company would issue each Sunworks United Shareholder 92,308 shares of common stock and 276,924 shares in the aggregate; b) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeded $3 million, the Company would issue each Sunworks United Shareholder 92,308 shares and 276,924 shares of common stock in the aggregate; c) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeded $4 million, the Company would issue each Sunworks United Shareholder 92,307 and 276,924 shares in the aggregate. | |||||||||||||
Restricted Stock [Member] | Shareholders [Member] | Trailing Four Quarters Equals 1 [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 | $ 2,000,000 | |||||||||||||
Restricted Stock [Member] | Shareholders [Member] | Trailing Four Quarters Equals 2 [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 | $ 3,000,000 | |||||||||||||
Restricted Stock [Member] | Shareholders [Member] | Trailing Four Quarters Equals 3 [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 | $ 4,000,000 | |||||||||||||
Restricted Stock [Member] | Employees [Member] | ||||||||||||||
Exercise price per share | $ 5.12 | |||||||||||||
Share-based compensation | 591,000 | $ 33,000 | ||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 38,462 | |||||||||||||
Stock issued during period, shares, restricted stock award, net of forfeitures, shares | 115,385 | 64,105 | 64,105 | |||||||||||
Share-based compensation arrangement by share-based payment award, terms of award | a) If the Companys aggregate net income from operations, for any trailing four (4) quarters equaled or exceeded $2 million, the Company would issue to each employee 12,821 shares of common stock and 64,105 shares in the aggregate; b) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeded $3 million, the Company would issue each employee 12,821 shares of common stock and 64,105 shares in the aggregate; c) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeded $4 million, the Company would issue each employee 12,820 and 51,280 shares in the aggregate. | |||||||||||||
Restricted Stock [Member] | Employees [Member] | Trailing Four Quarters Equals 1 [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 | $ 2,000,000 | |||||||||||||
Restricted Stock [Member] | Employees [Member] | Trailing Four Quarters Equals 2 [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 | $ 3,000,000 | |||||||||||||
Restricted Stock [Member] | Employees [Member] | Trailing Four Quarters Equals 3 [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 | $ 4,000,000 | |||||||||||||
Restricted Stock [Member] | Chief Financial Officer [Member] | ||||||||||||||
Exercise price per share | $ 4.21 | |||||||||||||
Share-based compensation | $ 324,000 | |||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 115,385 | |||||||||||||
Stock issued during period, shares, restricted stock award, net of forfeitures, shares | 76,723 | 115,385 | 38,462 | |||||||||||
Share-based compensation arrangement by share-based payment award, terms of award | a) If the Companys aggregate net income from operations, for any trailing four (4) quarters equaled or exceeded $2 million, the Company would issue 38,462 shares of common stock; b) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeded $3 million, the Company would issue 38,462 shares of common stock; c) If the Companys aggregate net income from operations, for any trailing four (4) quarters exceeded $4 million, the Company would issue 38,461. | |||||||||||||
Restricted Stock [Member] | Chief Financial Officer [Member] | Trailing Four Quarters Equals 1 [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 | $ 2,000,000 | |||||||||||||
Restricted Stock [Member] | Chief Financial Officer [Member] | Trailing Four Quarters Equals 2 [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 | $ 3,000,000 | |||||||||||||
Restricted Stock [Member] | Chief Financial Officer [Member] | Trailing Four Quarters Equals 3 [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 | $ 4,000,000 | |||||||||||||
Restricted Stock [Member] | Maximum [Member] | Chief Executive Officer [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||
Ownership percent | 50.00% | |||||||||||||
One Year Anniversary [Member] | Charles F. Cargile [Member] | Restricted Stock Grant Agreement [Member] | ||||||||||||||
Restricted shares shall vest | 166,667 | |||||||||||||
24 Equal Monthly Installments [Member] | Charles F. Cargile [Member] | Restricted Stock Grant Agreement [Member] | ||||||||||||||
Stock issued during period, shares, restricted stock award, net of forfeitures, shares | 333,333 |
Stock Options, Restricted Sto30
Stock Options, Restricted Stock and Warrants - Schedule of Share-based Compensation, Stock Options (Details) - $ / shares | Feb. 17, 2017 | Jun. 30, 2017 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Options, Outstanding, beginning | 1,634,574 | |
Number of Options, Granted | 314,000 | |
Number of Options, Exercised | (53,419) | |
Number of Options, Expired | ||
Number of Options, Outstanding, ending | 1,895,155 | |
Number of Options, Exercisable at the end | 1,203,036 | |
Weighted Average Exercise Price, Outstanding, beginning | $ 1.93 | |
Weighted Average Exercise Price, Granted | 1.50 | |
Weighted Average Exercise Price, Exercised | $ 0.468 | 0.47 |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Outstanding, ending | 1.90 | |
Weighted Average Exercise Price, Exercisable at the end | $ 1.68 |