Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 29, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Sunworks, Inc. | ||
Entity Central Index Key | 0001172631 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 27,400,000 | ||
Entity Common Stock, Shares Outstanding | 26,152,435 | ||
Trading Symbol | SUNW | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 3,628 | $ 6,356 |
Restricted cash | 447 | 475 |
Accounts receivable, net | 8,201 | 11,330 |
Inventory, net | 3,233 | 4,450 |
Contract assets | 6,153 | 3,790 |
Other current assets | 150 | 2,081 |
Total Current Assets | 21,812 | 28,482 |
Property and Equipment, net | 852 | 1,233 |
Other Assets | ||
Other deposits | 68 | 68 |
Goodwill | 9,464 | 11,364 |
Total Other Assets | 9,532 | 11,432 |
Total Assets | 32,196 | 41,147 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 11,858 | 13,090 |
Contract liabilities | 5,069 | 7,288 |
Customer deposits | 58 | 2,905 |
Loan payable, current portion | 179 | 229 |
Convertible promissory notes, current portion | 100 | |
Acquisition promissory note, current portion | 757 | 606 |
Total Current Liabilities | 18,021 | 24,118 |
Long Term Liabilities | ||
Loan payable | 88 | 267 |
Promissory note payable, net | 3,669 | |
Convertible promissory notes | 149 | |
Acquisition promissory note | 101 | 707 |
Warranty liability | 321 | 246 |
Total Long Term Liabilities | 4,179 | 1,369 |
Total Liabilities | 22,200 | 25,487 |
Commitments and Contingencies (Note 13) | ||
Shareholders' Equity | ||
Preferred stock Series B, $.001 par value; 5,000,000 authorized shares; 0 and 1,506,024 issued and outstanding, respectively | 2 | |
Common stock, $.001 par value; 200,000,000 authorized shares; 26,110,768 and 23,150,930 issued and outstanding, respectively | 26 | 23 |
Additional paid in capital | 73,480 | 72,000 |
Accumulated deficit | (63,510) | (56,365) |
Total Shareholders' Equity | 9,996 | 15,660 |
Total Liabilities and Shareholders' Equity | $ 32,196 | $ 41,147 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 1,506,024 |
Preferred stock, shares outstanding | 0 | 1,506,024 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 26,110,768 | 23,150,930 |
Common stock, shares outstanding | 26,110,768 | 23,150,930 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | |||
Revenue | $ 70,965 | $ 77,448 | [1] |
Cost of Goods Sold | 58,701 | 63,785 | |
Gross Profit | 12,264 | 13,663 | |
Operating Expenses | |||
Selling and marketing expenses | 3,824 | 6,462 | |
General and administrative expenses | 10,001 | 11,946 | |
Goodwill impairment | 1,900 | ||
Stock-based compensation | 1,313 | 1,159 | |
Depreciation and amortization | 384 | 410 | |
Total Operating Expenses | 17,422 | 19,977 | |
Loss before Other Income/(Expenses) | (5,158) | (6,314) | |
Other Income/(Expenses) | |||
Other income (expense) | (38) | 16 | |
Interest expense | (544) | (924) | |
Total Other Income/(Expenses) | (582) | (908) | |
Loss before Income Taxes | (5,740) | (7,222) | |
Income Tax Expense | |||
Net Loss | $ (5,740) | $ (7,222) | |
LOSS PER SHARE: | |||
Basic | $ (0.23) | $ (0.32) | |
Diluted | $ (0.23) | $ (0.32) | |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | |||
Basic | 24,946,421 | 22,224,632 | |
Diluted | 24,946,421 | 22,224,632 | |
[1] | Prior period has not been modified for ASC 606. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - 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 | $ 2 | 503 | 505 | ||
Issuance of common stock for conversion of promissory notes, plus accrued interest, shares | 1,494,083 | ||||
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 | 1,159 | $ 1,159 | |||
Stock-based compensation, shares | |||||
Issuance of common stock for exercise of options, shares | 53,419 | ||||
Net loss | (7,222) | $ (7,222) | |||
Balance at Dec. 31, 2017 | $ 2 | $ 23 | 72,000 | (56,365) | 15,660 |
Balance, shares at Dec. 31, 2017 | 1,506,024 | 23,150,930 | |||
Issuance of common stock for conversion of promissory notes, plus accrued interest | 118 | 118 | |||
Issuance of common stock for conversion of promissory notes, plus accrued interest, shares | 349,112 | ||||
Issuance of common stock under terms of restricted stock grants | $ 1 | (1) | |||
Issuance of common stock under terms of restricted stock grants, shares | 912,394 | ||||
Stock-based compensation | 1,313 | 1,313 | |||
Stock-based compensation, shares | |||||
Adoption of ASC 606 (Note 3) | (1,405) | (1,405) | |||
Conversion of preferred stock to common stock | $ (2) | $ 2 | |||
Conversion of preferred stock to common stock, shares | (1,506,024) | 1,506,024 | |||
Issuance of common stock for exercise of options | 50 | $ 50 | |||
Issuance of common stock for exercise of options, shares | 192,308 | 192,308 | |||
Net loss | (5,740) | $ (5,740) | |||
Balance at Dec. 31, 2018 | $ 26 | $ 73,480 | $ (63,510) | $ 9,996 | |
Balance, shares at Dec. 31, 2018 | 26,110,768 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,740) | $ (7,222) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 384 | 410 |
Stock-based compensation | 1,313 | 1,159 |
Goodwill impairment | 1,900 | |
(Gain) on sale of equipment | (18) | |
Stock issued for services | 21 | |
Amortization of beneficial conversion feature | 807 | |
Amortization of debt issuance costs | 36 | |
Bad debt expense | 91 | 281 |
Inventory allowance | 50 | |
(Increase) Decrease in: | ||
Accounts receivable | 3,038 | (1,946) |
Inventory | 1,217 | (1,106) |
Deposits and other current assets | 1,931 | (1,979) |
Contract assets | (2,947) | 517 |
Increase (Decrease) in: | ||
Accounts payable and accrued liabilities | (1,163) | 112 |
Contract liabilities | (3,040) | 2,290 |
Customer deposits | (2,847) | 2,841 |
Warranty and other liabilities | 75 | 130 |
NET CASH USED IN OPERATING ACTIVITIES | (5,752) | (3,653) |
NET CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (9) | (68) |
Proceeds from sale of property and equipment | 6 | 118 |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (3) | 50 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loans and notes payable repayments | (683) | (672) |
Proceeds from issuance of note payable, net | 3,632 | |
Proceeds from exercise of stock options | 50 | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 2,999 | (672) |
NET (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (2,756) | (4,275) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR | 6,831 | 11,106 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR | 4,075 | 6,831 |
CASH PAID FOR: | ||
Interest | 374 | 97 |
Taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Issuance of common stock upon conversion of debt | 118 | 505 |
Issuance of common stock upon conversion of preferred stock | $ 2 |
Organization and Line of Busine
Organization and Line of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Line of Business | 1. ORGANIZATION AND LINE OF BUSINESS Organization and Line of Business Sunworks, Inc. (the “Company”) was originally incorporated in Delaware on January 30, 2002 as MachineTalker, Inc. In July 2010, we changed our company name to Solar3D, Inc. On January 31, 2014, we acquired 100% of the stock of Solar United Network, Inc., a California corporation. On March 2, 2015, we acquired MD Energy. On December 1, 2015, we acquired Plan B through a merger of Plan B Enterprises, Inc. into our wholly owned subsidiary, Elite Solar Acquisition Sub., Inc. On March 1, 2016 we changed our name to Sunworks, Inc. with simultaneous NASDAQ stock symbol change from SLTD to SUNW. We provide photovoltaic (“PV”) based power systems for the agricultural, commercial, industrial (“ACI”), public works, and residential markets in California, Massachusetts, Nevada, Oregon, New Jersey and Washington. We have direct sales and/or operations personnel in California, Massachusetts, Nevada, and Oregon. Through our operating subsidiaries, we design, arrange financing, integrate, install, and manage systems ranging in size from 2kW (kilowatt) for residential loads to multi MW (megawatt) systems for larger ACI and public works projects. Commercial installations have included installations at office buildings, manufacturing plants, warehouses, churches, and agricultural facilities such as farms, wineries, and dairies. Public works installations have included school districts, local municipalities, federal facilities and higher education institutions. The Company provides a full range of installation services to our solar energy customers including design, system engineering, procurement, permitting, construction, grid connection, warranty, system monitoring and maintenance. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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. (“Sunworks United”), MD Energy, Inc. (“MD Energy”), and Elite Solar Acquisition Sub, Inc. (“Elite Solar”). 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, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition Revenues and related costs on construction contracts are recognized as the performance obligations are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). The cost of uninstalled materials or equipment will generally be excluded from our recognition of profit, unless specifically produced or manufactured for a project, because such costs are not considered to be a measure of progress. 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. Contract assets represent revenues recognized in excess of amounts invoiced to customers on contracts in progress. Contract liabilities represent amounts invoiced to customers in excess of revenues recognized on contracts in progress. Accounts Receivable Accounts 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. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $1,234 and $958 were included in the balance of trade accounts receivable as of December 31, 2018, and 2017, respectively. 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 $325 at December 31, 2018, and $320 at December 31, 2017. During calendar year 2018, $91 was recorded as bad debt expense compared to $281 in 2017. Customer Deposits Customer deposits are recorded for funds remitted by our customers in advance of progress billings being completed. Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted Cash The Company considers restricted cash to be cash balances that have legal and/or contractual restrictions imposed by a third party and are restricted as to withdrawal or use except for the specified purpose. 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 December 31, 2018 and 2017, the cash balance in excess of the FDIC limits was $3,413 and $6,133, respectively. 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 a weighted average cost method. Inventory primarily consists of panels, inverters, and mounting racks and other materials. The company also carries a reserve for inventory obsolescence that may arise from technological advancement or changes in government regulation. Inventory is presented net of an allowance of $50 at December 31, 2018, and $50 at December 31, 2017. Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when it is 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 Leasehold improvements 3-5 Years Depreciation expense as of December 31, 2018 and 2017 was $384 and $410, 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, and consultations with third party experts such as engineers. 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. The warranty liability for estimated future warranty costs at December 31, 2018 and 2017 is $321 and $246, respectively. Advertising and Marketing The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs include printed material, billboards, sponsorships, direct mail, radio, telemarketing, tradeshow costs, magazine, and catalog advertisement. Advertising and marketing costs for the years ended December 31, 2018 and 2017 were $237 and $832, respectively. Stock-Based Compensation The Company periodically issues stock options to employees and directors. The Company accounts for stock option 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 grants issued to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, restricted stock, warrants and convertible notes were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options, 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 year ended December 31, 2018 and 2017. As of December 31, 2018, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 1,568,885 stock options, 222,221 restricted stock grants, 2,997,000 warrants, and shares underlying convertible notes. As of December 31, 2017, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 1,875,155 stock options, 1,134,615 restricted stock grants, 2,997,000 warrants, shares underlying convertible notes, and preferred stock. 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 quantitative assessment of indefinite lived intangibles and goodwill at December 31, 2018 and 2017. At December 31, 2018, the Company determined that the carrying amount of goodwill exceeded its fair value and, as a result, recorded an impairment of $1,900. At December 31, 2017 the Company determined no impairment was necessary. 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 December 31, 2018, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. We account for financial instruments measured as fair value on a recurring basis under ASC Topic 820. 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 1 measurements) 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. Reclassifications Certain reclassifications have been made to prior year’s financial statement to conform to classifications used in the current year. 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. We have performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. We will adopt the ASU and related amendments on January 1, 2019 and expect to elect certain practical expedients permitted under the transition guidance. We will elect the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Under the new guidance, the majority of our leases will continue to be classified as operating. During the first quarter of 2019, we will complete our implementation of our processes and policies to support the new lease accounting and reporting requirements. Based on our lease portfolio as of January 1, 2019, we preliminarily estimate the impact of adoption ASU 2016-02 to increase both our total assets and total liabilities in the range of $2.0 million to $2.3 million. The adoption of this ASU is not expected to have a significant impact on our Consolidated Statements of Operations or Cash Flows. We continue to finalize the implementation of the new processes and the assessment of the impact of this adoption on our consolidated financial statements; therefore, the preliminary estimated impacts disclosed can change, and the final impact will be known once the adoption is completed during the first quarter of 2019. 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. Adopted Accounting Pronouncements 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 was effective for fiscal years beginning after December 15, 2017. We elected to adopt ASU 2016-18 retrospectively as of January 1, 2017 and have applied to all periods presented herein. The adoption of ASU 2016-18 did not have a material impact to our consolidated financial statements. The effect of the adoption of ASU 2016-18 on our consolidates statements of cash flows was to include restricted cash balances in the beginning and end of period balances of cash, cash equivalents, and restricted cash. The change in restricted cash was previously disclosed in operating activities in the consolidated statements of cash flows. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606), to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. Under ASC 606, 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, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASC was effective for fiscal years beginning after December 15, 2017. The Company has adopted ASC 606 beginning on January 1, 2018 using the modified retrospective approach for contracts not substantially complete at that date by recognizing a cumulative adjustment to the opening balance of accumulated deficit. See Note 3 for additional disclosures in accordance with the new revenue recognition standard. Management reviewed currently issued pronouncements during the year ended December 31, 2018, and believes that any other recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 3. REVENUE FROM CONTRACTS WITH CUSTOMERS Revenues and related costs on construction contracts are recognized as the performance obligations are satisfied over time in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). The cost of uninstalled materials or equipment will generally be excluded from our recognition of profit, unless specifically produced or manufactured for a project, because such costs are not considered to be a measure of progress. The following table represents a disaggregation of revenue by customer type from contracts with customers for the years ended December 31, 2018 and 2017: Year Ended December 31, 2018 2017 (1) Agricultural, Commercial, and Industrial (ACI) $ 33,193 $ 44,845 Public Works (2) 17,986 7,975 Residential 19,786 24,628 Total 70,965 77,448 (1) Prior period has not been modified for ASC 606. (2) Public Works customers were not tracked separately until the second quarter of 2017. In adopting ASC 606, we had the following significant changes in accounting principles: (i) Timing of revenue recognition for uninstalled material (ii) Completed contracts Revenue recognition for other sales arrangements such as the sales of materials will remain materially consistent with prior treatment. The adoption of the new revenue recognition standard resulted in a cumulative effect adjustment to retained earnings of approximately $1,405 as of January 1, 2018. The details of this adjustment are summarized below. Balance at Adjustments Balance at December 31, 2017 Due to ASC 606 January 1, 2018 Contract assets $ 3,790 $ (584 ) $ 3,206 Contract liabilities 7,288 821 8,109 Accumulated deficit (56,365 ) (1,405 ) (57,770 ) The following tables summarize the impact of the adoption of ASC 606 on our condensed consolidated statement of operations for the year ended December 31, 2018 and the consolidated balance sheet as of December 31, 2018: For the Year Ended December 31, 2018 Without Adoption Impact of Adoption As Reported of ASC 606 of ASC 606 Revenue $ 70,965 $ 68,845 $ (2,120 ) Cost of goods sold 58,701 57,471 (1,230 ) Gross profit 12,264 11,374 (890 ) December 31, 2018 Without Adoption Impact of Adoption As Reported of ASC 606 of ASC 606 Contract assets $ 6,153 $ 6,990 $ 837 Contract liabilities 5,069 5,402 333 Contract assets represent revenues recognized in excess of amounts invoiced to customers on contracts in progress. Contract liabilities represent amounts invoiced to customers in excess of revenues recognized on contracts in progress. At December 31, 2018 and 2017, the contract asset balances were $6,153 and $3,790, and the contract liability balances were $5,069 and $7,288, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. PROPERTY AND EQUIPMENT, NET Property and equipment is summarized as follows at December 31, 2018 and 2017: 2018 2017 Leasehold improvements $ 446 $ 446 Vehicles & trailers 236 243 Machinery & equipment 740 743 Office equipment & furniture 380 380 Computers and software 144 144 1,946 1,956 Less accumulated depreciation (1,094 ) (723 ) $ 852 $ 1,233 Depreciation expense for the years ended December 31, 2018 and 2017 was $384 and $410, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, 2018 and 2017 are as follows: 2018 2017 Trade payables $ 9,488 $ 10,637 Accrued payroll, vacation and payroll taxes 506 526 Accrued expenses, bonus and commissions 1,864 1,927 Total $ 11,858 $ 13,090 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Loans Payable | 6. LOANS PAYABLE Elite Solar, 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 bearing interest at 4.95%. The loan agreement called for monthly payments of $2 and is 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 December 31, 2018, is $7. Elite Solar 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 bearing interest at 4.95%. The loan agreement calls for monthly payments of $5 and is scheduled to mature on April 9, 2019. Proceeds from the loan were used to purchase racking inventory and related equipment. The loan is secured by the inventory and equipment. The outstanding balance at December 31, 2018, is $19. On January 5, 2016, the Company entered into a loan agreement for the acquisition of a pile driver in the principal amount of $182 bearing interest at 5.5%. The loan agreement calls for monthly payments of $4 and is scheduled to mature on January 15, 2020. The loan is secured by the equipment. The outstanding balance at December 31, 2018, is $53. On September 8, 2016, the Company entered into a loan agreement for the acquisition of a pile driver in the principal amount of $174 bearing interest at 5.5%. The loan agreement calls for monthly payments of $4 and is scheduled to mature on September 15, 2020. The loan is secured by the equipment. The outstanding balance at December 31, 2018, is $81. On November 14, 2016, the Company entered into a 0% interest loan agreement for the acquisition of an excavator in the principal amount of $59. The loan agreement calls for monthly payments of $1 and is scheduled to mature on November 13, 2020. The loan is secured by the equipment. The outstanding balance at December 31, 2018, is $27. 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 bearing interest at 4.99%. The loan agreement calls for 16 quarterly payments of $12 and is scheduled to mature in September 2020. The loan is secured by the equipment. The outstanding balance at December 31, 2018, is $80. As of December 31, 2018 and 2017, loans payable are summarized as follows: 2018 2017 Business loan agreement dated March 14, 2014 7 36 Business loan agreement dated April 9, 2014 19 73 Equipment notes payable 241 387 Subtotal 267 496 Less: Current position (179 ) (229 ) Long-term position $ 88 $ 267 |
Acquisition Promissory Note
Acquisition Promissory Note | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition Promissory Notes | 7. ACQUISITION PROMISSORY NOTE On February 28, 2015, the Company issued a 4% convertible promissory note in the aggregate principal amount of $2,650 as part of the consideration paid to acquire 100% of the total outstanding stock of MD Energy. The note is convertible into shares of common stock on or after each of the following dates: November 30, 2015, November 30, 2016 and November 30, 2017. The conversion price is $2.60 per share. A beneficial conversion feature of $3,262 was calculated but capped at the $2,650 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. Commencing on March 31, 2015, and each quarter thereafter during the first two (2) years of the note, the Company made 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 began to make quarterly payments of interest accrued on the convertible note during the prior quarter plus $151 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 $0 and $807 during the years ended December 31, 2018 and 2017, respectively. The debt discount is fully amortized and has zero balance at December 31, 2018 and 2017. The Company recorded interest expense of $43 and $66 during the years ended December 31, 2018 and 2017, respectively. The outstanding balances at December 31, 2018 and 2017 were $858 and $1,313, respectively. We evaluated the foregoing financing transactions in accordance with ASC Topic 470, Debt with Conversion and Other Options |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 8. CONVERTIBLE PROMISSORY NOTES Convertible promissory note at December 31, 2018 and 2017 are as follows: 2018 2017 Convertible promissory notes $ 100 $ 149 Less: debt discount - - Convertible promissory notes, net $ 100 $ 149 On January 31, 2014, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $750 for consideration of $750. The proceeds were restricted and were used for the purchase of Solar United Network, Inc. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. As of September 30, 2014, the note was exchanged for a new 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 September 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with 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 and $45 respectively in exchange for 711,586 shares of common stock, with a remaining principal balance of $554. During the year ended December 31, 2017, the noteholder made a partial conversion of principal in the amount of $505 in exchange for 1,494,083 shares of common stock, with a remaining principal balance of $49. During the year ended December 31, 2018, the noteholder made a partial conversion of principal in the amount of $49 and accrued interest of $69 in exchange for 349,112 shares of common stock, with a remaining principal balance of $0. 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 $100. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. As of September 30, 2014, the note was exchanged for a new 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 during the years ended December 31, 2018 and 2017. |
Promissory Notes Payable
Promissory Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Promissory Notes Payable | 9. PROMISSORY NOTES PAYABLE On April 27, 2018, the Company entered into a Loan Agreement (the “Loan Agreement”) with CrowdOut Capital, Inc. pursuant to which the Company issued an aggregate of $3,750 in promissory notes (the “Notes”), of which $3,000 are Senior Notes and $750 are Subordinated Notes. The Subordinated Notes were funded by the Company’s Chief Executive Officer, Charles Cargile and the Company’s Vice President of Business Development, Kirk Short. The Notes bear interest at the rate of the one-month LIBOR plus 950 basis points and mature on June 30, 2020. The Notes may not be prepaid before the first anniversary of issuance and thereafter may be prepaid in whole without the consent of the lender or in part with the consent of the lender. In the event the Notes are prepaid in full prior to the maturity date, the Company shall pay the holder of the Senior Notes an exit fee of $375 if prepaid prior to March 31, 2020 or $435 if prepaid after March 31, 2020 but prior to the maturity date. The Company is accruing the exit fee of $435 over life of the Loan Agreement and recognizing the fee as interest expense. In connection with the issuance of the Senior Notes, the Company entered into a security agreement (the “Security Agreement”) pursuant to which the Company granted to the holder of the Senior Notes a security interest in certain of the Company’s assets to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Senior Notes. The Company also entered into a subordination agreement with the holders of the Subordinated Notes and the Senior Notes pursuant to which the Subordinated Notes are subordinated to the Senior Notes. The Loan Agreement contains certain customary Events of Default including, but not limited to, default in payment of any sum payable thereunder, breaches of representations or warranties thereunder, the occurrence of an event of default under the transaction documents, change in control of the Company, filing of bankruptcy and the entering or filing of certain monetary judgments against the Company. Upon the occurrence of an Event of Default the outstanding principal amount of the Notes, plus accrued but unpaid interest and other amounts owing in respect thereof, shall become, at the giving of notice by Lender, immediately due and payable. Interest on overdue payments upon the occurrence of an Event of Default shall accrue interest at a rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. The Company has obtained a waiver through September 16, 2019 for an event of default which is deemed to have occurred because of the Company’s failure to maintain compliance with the Nasdaq Stock Market’s minimum bid price requirement. Additionally, the Loan Agreement includes a subjective acceleration clause if a “material adverse effect” occurs in our business that could result in an Event of Default. We believe that the likelihood of the lender exercising this right is remote and have classified the debt as long term. In conjunction with the Loan Agreement, the Company recorded $118 of capitalized debt issuance costs. The debt issuance costs are being amortized over the life of the Loan Agreement and recognized as interest expense. The Note payable balance is reported net of the unamortized portion of the debt issuance costs. The Company recorded amortization of the debt issuance cost of $36 as interest expense during the year ended December 31, 2018. Promissory notes payable at December 31, 2018 and 2017 are as follows: 2018 2017 Promissory notes payable $ 3,750 $ - Less, debt issuance costs (81 ) - Promissory notes payable, net $ 3,669 $ - |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | 10. CAPITAL STOCK Common Stock Twelve months ended December 31, 2018 On May 2, 2018, 1,506,024 shares of the Company’s outstanding Series B Preferred Stock were converted into the same number of shares of the Company’s common stock. During the year ended December 31, 2018, 634,615 and 277,779 shares of common stock were issued to James Nelson and Charles Cargile, respectively, from RSGAs executed in 2013 and 2017, respectively. On May 3, 2018, James Nelson exercised 192,308 options at an exercise price of $0.26 per share and was issued the equivalent number of shares of common stock. On September 14, 2018, the Company issued 349,112 shares of common stock at a conversion price of $0.338 per share for partial conversion of principal and accrued interest for a convertible promissory note in the aggregate amount of $118. Twelve months ended December 31, 2017 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. 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 $3,752 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 as payment for executive recruiting services. On November 27, 2017, the Company issued 695,266 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 $235. 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 filed with the Secretary of State of the State of Delaware, 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 Common Stock on all matters submitted to shareholders at a rate of one (1) vote for each share of Series B Preferred Stock. In addition, so long as at least 100,000 shares of Series B Preferred Stock are outstanding, the Company may not, without the consent of the Holders of at least a majority of the shares of Series B Preferred Stock then outstanding: (i) amend, alter or repeal any provision of the Certificate of Incorporation or bylaws of the Company or the Certificate of Designation so as to adversely affect any of the rights, preferences, privileges, limitations or restrictions provided for the benefit of the Holders or (ii) issue or sell, or obligate itself to issue or sell, any additional shares of Series B Preferred Stock, or any securities that are convertible into or exchangeable for shares of Series B Preferred Stock. 1,506,024 shares of Series B Preferred Stock, at a fair value of $4,500 were issued in December 2015 in connection with the acquisition of Elite Solar. On May 2, 2018, the Holder converted 1,506,024 shares of Series B Preferred Stock into the same number of shares of the Company’s Common Stock. As of December 31, 2018 there were no outstanding shares of Preferred Stock. |
Stock Options, Restricted Stock
Stock Options, Restricted Stock, and Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options, Restricted Stock, and Warrants | 11. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS Options As of December 31, 2018, the Company has 1,568,885 non-qualified stock options outstanding to purchase 1,568,885 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 five to seven years from the date of grant at exercise prices ranging from $0.33 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. A summary of the Company’s stock option activity and related information follows: December 31, 2018 December 31, 2017 Weighted Weighted Number Average Number Average of Exercise of Exercise Options Price Options Price Outstanding, beginning January 1, 2018 1,875,155 $ 1.80 1,634,574 $ 1.93 Granted 316,500 1.02 324,000 1.50 Exercised (192,308 ) 0.26 (53,419 ) 0.47 Forfeited (430,462 ) 2.56 (30,000 ) 2.68 Expired - - - - Outstanding, end of December 31, 2018 1,568,885 1.73 1,875,155 1.80 Exercisable at the end of December 31, 2018 1,161,948 1.83 1,403,652 1.45 Weighted average fair value of options granted during period 0.55 1.01 The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at December 31, 2018: Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 1.30 576,923 576,923 0.01 $ 4.42 38,462 38,462 0.01 $ 2.68 305,000 232,737 2.28 $ 2.88 50,000 50,000 2.67 $ 3.10 50,000 50,000 2.84 $ 1.50 222,000 133,168 3.38 $ 1.53 10,000 4,509 3.67 $ 0.99 50,000 12,639 4.25 $ 1.24 50,000 10,694 4.37 $ 0.93 50,000 11,258 4.32 $ 1.09 145,000 40,880 4.41 $ 1.53 21,500 418 4.95 1,568,885 1,161,948 Aggregate intrinsic value of options outstanding and exercisable at December 31, 2018 and 2017 was $0. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $0.26 and $1.05 as of December 31, 2018, and 2017, respectively, and the exercise price multiplied by the number of options outstanding. The Company recorded stock-based compensation for issued options of $381 and $804 for the years ended December 31, 2018 and 2017, respectively. Restricted Stock Grant to CEO With an effective date of March 29, 2017, subject to the Sunworks, Inc. 2016 Equity Incentive Plan, (the “2016 Plan”) the Company entered into a restricted stock grant agreement or RSGA with its Chief Executive Officer, Charles 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 year ended December 31, 2018 and 2017 stock-based compensation expense of $250 and $188, respectively 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 were performance-based shares, = valued as of the grant date at $0.47 per share. The RSGA provided 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. In conjunction with Mr. Nelson’s retirement in April 2018, the remaining 384,615 shares of the Company’s common stock vested and were issued to Mr. Nelson. In the years ended December 31, 2018 and 2017, stock-based compensation expense of $180 and $0, respectively, was recognized for the 2013 RSGA. In recognition of the efforts of James B. Nelson, the Company’s Chairman, 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 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 was to 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. Mr. Nelson’s retirement in April 2018 resulted in the RGSA being vested in full. In the years ended December 31, 2018 and 2017, stock-based compensation expense of $502 and $167, respectively, was recognized for the August 31, 2016 RSGA. The total combined option and restricted stock compensation expense recognized, in the statement of operations, during the years ended December 31, 2018 and 2017 was $1,313 and $1,159, respectively. Warrants As of December 31, 2018, the Company had 2,997,000 common stock purchase warrants outstanding. The warrants have an issuance date of March 9, 2015 and will expire on March 9, 2020. A summary of the Company’s warrant activity and related information follows: December 31, 2018 December 31, 2017 Weighted Weighted Number Average Number Average of Exercise of Exercise Warrants Price Warrants Price Outstanding, beginning of period 2,997,000 4.15 2,997,000 $ 4.15 Granted - - - - Exercised - - - - Expired - - - - Outstanding, end of period 2,997,000 $ 4.15 2,997,000 $ 4.15 Exercisable at the end of period 2,997,000 $ 4.15 2,997,000 $ 4.15 Weighted average fair value of options granted during the period $ 4.15 $ 4.15 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. INCOME TAXES The Company files income tax returns in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2014. Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Included in the balances at December 31, 2018 and 2017, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2018 and 2017, the Company did not recognize interest and penalties. The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the year ended December 31, 2018 and 2017 due to the following: 2018 2017 Net taxable (loss) at effective tax rates $ (1,567 ) $ (2,838 ) Stock compensation expense 358 455 Amortization of debt discount 10 317 Impairment of goodwill 519 - Other (153 ) 243 Valuation allowance 833 1,823 Income tax expense $ - $ - Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. At December 31, 2018, the Company had net operating loss carry-forwards of approximately $12.3 million that may be offset against future taxable income through 2038. No tax benefit has been reported in the 2018 financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount. Net deferred tax assets consist of the following components as of December 31, 2018 and 2017: 2018 2017 Deferred tax assets (liabilities): NOL carryover $ 3,370 $ 2,771 R&D carryover 173 172 Other 239 219 Depreciation 61 (152 ) 3,843 3,010 Less valuation allowance (3,843 ) (3,010 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2018. For certain deferred tax assets and deferred tax liabilities, we have recorded a provisional decrease of $1,074, with a corresponding net adjustment to valuation allowance of $1,074 as of December 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES Sunworks United leases 27,530 square feet of mixed used space consisting of office and warehouse facilities in Roseville, California, at a monthly lease rate of $21. The lease expires in December 2021. Sunworks United leases 2,846 square feet of retail space in Rocklin, California, at a monthly lease rate of $9. The lease expires in December 2020. Sunworks United leases 5,304 square feet of office space in Rocklin, California, at a monthly lease rate of $6. The lease expires in May 2021. Sunworks is the sublessor through May 2021. Sublessee’s monthly payments began in August 2017 at a rate of $5 per month. Sunworks United leases 2,021 square feet of mixed used space consisting of office and warehouse facilities in Reno, Nevada at monthly lease rate of $2. The lease expires in October 2020. Sunworks United leases approximately 6,358 square feet of mixed used space consisting of office and warehouse facilities in Rancho Cucamonga, California, at a monthly lease rate of $6. The lease expires in July 2019. Sunworks Inc. leases 15,600 square feet of mixed used space consisting of office and warehouse facilities from an entity controlled by the former sole shareholder of Plan B Enterprises, Inc. in Durham, California, at a monthly lease rate of $9. The lease is month-to-month. Sunworks United leases 5,000 square feet of mixed used space consisting of office and warehouse facilities in Tulare, California at monthly lease rate of $5. The lease expires in July 2019. Sunworks United leases 3,560 square feet of mixed used space consisting of office and warehouse facilities in Campbell (San Jose), California at monthly lease rate of $5. The lease expires in January 2022. Sunworks United leases 800 square feet of mixed used space consisting of office and warehouse facilities in White City, Oregon at monthly lease rate of $1. The lease is month-to-month. At December 31, 2018, commitments for minimum property rental were as follows: For the twelve months ended: 2019 $ 673 2020 618 2021 434 2022 5 2023 and thereafter - Total $ 1,730 Sunworks United leases 59 vehicles for use in operations, selling and marketing, general and administrative activities Vehicle leases have average monthly lease rate of $1. At December 31, 2018, commitments for minimum vehicle payments were as follows: For the twelve months ended: 2019 $ 339 2020 144 2021 88 2022 12 2023 and thereafter 5 Total $ 588 |
Major Customer_Suppliers
Major Customer/Suppliers | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Major Customer/Suppliers | 14. MAJOR CUSTOMER/SUPPLIERS For the years ended December 31, 2018 and 2017 we had no projects that represented more than 10% of revenue. For the years ended December 31, 2018 and 2017 the following suppliers represented more than 10% of Costs of Goods Sold: 2018 2017 Wesco 13.2 % 11.2 % MBL & Sons 10.1 % 2.2 % |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. RELATED PARTY TRANSACTIONS None. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS On March 20, 2019, the Company received a listing extension from the Nasdaq Hearings Panel. The extension grants the Company until September 16, 2019 to regain compliance with the Minimum Bid Price requirement for continued listing on The Nasdaq Capital Market. As previously disclosed, the Company received notice from Nasdaq on September 20, 2018, that it was not in compliance with the Bid Price Requirements for its common stock. Per Nasdaq rules, the Company was provided an initial 180 calendar days to regain compliance with the Bid Price Requirement. The Company provided a plan to cure the deficiency during a second 180 calendar day compliance period by having a closing bid price of at least $1 per share for a minimum of ten consecutive business days during the extension period or by effecting, if necessary, a reverse stock split. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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. (“Sunworks United”), MD Energy, Inc. (“MD Energy”), and Elite Solar Acquisition Sub, Inc. (“Elite Solar”). 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, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Revenue Recognition | Revenue Recognition Revenues and related costs on construction contracts are recognized as the performance obligations are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). The cost of uninstalled materials or equipment will generally be excluded from our recognition of profit, unless specifically produced or manufactured for a project, because such costs are not considered to be a measure of progress. 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. Contract assets represent revenues recognized in excess of amounts invoiced to customers on contracts in progress. Contract liabilities represent amounts invoiced to customers in excess of revenues recognized on contracts in progress. |
Accounts Receivable | Accounts Receivable Accounts 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. Retention receivable is the amount withheld by a customer until a contract is completed. Retention receivables of $1,234 and $958 were included in the balance of trade accounts receivable as of December 31, 2018, and 2017, respectively. 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 $325 at December 31, 2018, and $320 at December 31, 2017. During calendar year 2018, $91 was recorded as bad debt expense compared to $281 in 2017. |
Customer Deposits | Customer Deposits Customer deposits are recorded for funds remitted by our customers in advance of progress billings being completed. |
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. |
Restricted Cash | Restricted Cash The Company considers restricted cash to be cash balances that have legal and/or contractual restrictions imposed by a third party and are restricted as to withdrawal or use except for the specified purpose. |
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 December 31, 2018 and 2017, the cash balance in excess of the FDIC limits was $3,413 and $6,133, respectively. 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 a weighted average cost method. Inventory primarily consists of panels, inverters, and mounting racks and other materials. The company also carries a reserve for inventory obsolescence that may arise from technological advancement or changes in government regulation. Inventory is presented net of an allowance of $50 at December 31, 2018, and $50 at December 31, 2017. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when it is 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 Leasehold improvements 3-5 Years Depreciation expense as of December 31, 2018 and 2017 was $384 and $410, 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, and consultations with third party experts such as engineers. 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. The warranty liability for estimated future warranty costs at December 31, 2018 and 2017 is $321 and $246, respectively. |
Advertising and Marketing | Advertising and Marketing The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs include printed material, billboards, sponsorships, direct mail, radio, telemarketing, tradeshow costs, magazine, and catalog advertisement. Advertising and marketing costs for the years ended December 31, 2018 and 2017 were $237 and $832, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options to employees and directors. The Company accounts for stock option 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 grants issued to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Basic and Diluted Net Income (Loss) Per Share Calculations | Basic and Diluted Net Income (Loss) per Share Calculations Income (Loss) per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The shares for employee options, restricted stock, warrants and convertible notes were not used in the calculation of the net loss per share. A net loss causes all outstanding common stock options, 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 year ended December 31, 2018 and 2017. As of December 31, 2018, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 1,568,885 stock options, 222,221 restricted stock grants, 2,997,000 warrants, and shares underlying convertible notes. As of December 31, 2017, the potentially dilutive securities were excluded from the computations of weighted average shares outstanding including 1,875,155 stock options, 1,134,615 restricted stock grants, 2,997,000 warrants, shares underlying convertible notes, and preferred stock. 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 quantitative assessment of indefinite lived intangibles and goodwill at December 31, 2018 and 2017. At December 31, 2018, the Company determined that the carrying amount of goodwill exceeded its fair value and, as a result, recorded an impairment of $1,900. At December 31, 2017 the Company determined no impairment was necessary. |
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 December 31, 2018, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. We account for financial instruments measured as fair value on a recurring basis under ASC Topic 820. 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 1 measurements) 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. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year’s financial statement to conform to classifications used in the current year. |
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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. We have performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. We will adopt the ASU and related amendments on January 1, 2019 and expect to elect certain practical expedients permitted under the transition guidance. We will elect the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Under the new guidance, the majority of our leases will continue to be classified as operating. During the first quarter of 2019, we will complete our implementation of our processes and policies to support the new lease accounting and reporting requirements. Based on our lease portfolio as of January 1, 2019, we preliminarily estimate the impact of adoption ASU 2016-02 to increase both our total assets and total liabilities in the range of $2.0 million to $2.3 million. The adoption of this ASU is not expected to have a significant impact on our Consolidated Statements of Operations or Cash Flows. We continue to finalize the implementation of the new processes and the assessment of the impact of this adoption on our consolidated financial statements; therefore, the preliminary estimated impacts disclosed can change, and the final impact will be known once the adoption is completed during the first quarter of 2019. 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. Adopted Accounting Pronouncements 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 was effective for fiscal years beginning after December 15, 2017. We elected to adopt ASU 2016-18 retrospectively as of January 1, 2017 and have applied to all periods presented herein. The adoption of ASU 2016-18 did not have a material impact to our consolidated financial statements. The effect of the adoption of ASU 2016-18 on our consolidates statements of cash flows was to include restricted cash balances in the beginning and end of period balances of cash, cash equivalents, and restricted cash. The change in restricted cash was previously disclosed in operating activities in the consolidated statements of cash flows. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606), to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. Under ASC 606, 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, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The ASC was effective for fiscal years beginning after December 15, 2017. The Company has adopted ASC 606 beginning on January 1, 2018 using the modified retrospective approach for contracts not substantially complete at that date by recognizing a cumulative adjustment to the opening balance of accumulated deficit. See Note 3 for additional disclosures in accordance with the new revenue recognition standard. Management reviewed currently issued pronouncements during the year ended December 31, 2018, and believes that any other recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives Property, Plant and Equipment | Depreciation for property and equipment commences when it is 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 Leasehold improvements 3-5 Years |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents a disaggregation of revenue by customer type from contracts with customers for the years ended December 31, 2018 and 2017: Year Ended December 31, 2018 2017 (1) Agricultural, Commercial, and Industrial (ACI) $ 33,193 $ 44,845 Public Works (2) 17,986 7,975 Residential 19,786 24,628 Total 70,965 77,448 (1) Prior period has not been modified for ASC 606. (2) Public Works customers were not tracked separately until the second quarter of 2017. |
Schedule of Contract Assets and Liabilities | The adoption of the new revenue recognition standard resulted in a cumulative effect adjustment to retained earnings of approximately $1,405 as of January 1, 2018. The details of this adjustment are summarized below. Balance at Adjustments Balance at December 31, 2017 Due to ASC 606 January 1, 2018 Contract assets $ 3,790 $ (584 ) $ 3,206 Contract liabilities 7,288 821 8,109 Accumulated deficit (56,365 ) (1,405 ) (57,770 ) |
Schedule of Revenue on Statement of Operations Contract and Balance Sheet Impact of Adoption of ASC 606 | The following tables summarize the impact of the adoption of ASC 606 on our condensed consolidated statement of operations for the year ended December 31, 2018 and the consolidated balance sheet as of December 31, 2018: For the Year Ended December 31, 2018 Without Adoption Impact of Adoption As Reported of ASC 606 of ASC 606 Revenue $ 70,965 $ 68,845 $ (2,120 ) Cost of goods sold 58,701 57,471 (1,230 ) Gross profit 12,264 11,374 (890 ) December 31, 2018 Without Adoption Impact of Adoption As Reported of ASC 606 of ASC 606 Contract assets $ 6,153 $ 6,990 $ 837 Contract liabilities 5,069 5,402 333 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment is summarized as follows at December 31, 2018 and 2017: 2018 2017 Leasehold improvements $ 446 $ 446 Vehicles & trailers 236 243 Machinery & equipment 740 743 Office equipment & furniture 380 380 Computers and software 144 144 1,946 1,956 Less accumulated depreciation (1,094 ) (723 ) $ 852 $ 1,233 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities at December 31, 2018 and 2017 are as follows: 2018 2017 Trade payables $ 9,488 $ 10,637 Accrued payroll, vacation and payroll taxes 506 526 Accrued expenses, bonus and commissions 1,864 1,927 Total $ 11,858 $ 13,090 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | As of December 31, 2018 and 2017, loans payable are summarized as follows: 2018 2017 Business loan agreement dated March 14, 2014 7 36 Business loan agreement dated April 9, 2014 19 73 Equipment notes payable 241 387 Subtotal 267 496 Less: Current position (179 ) (229 ) Long-term position $ 88 $ 267 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Note | Convertible promissory note at December 31, 2018 and 2017 are as follows: 2018 2017 Convertible promissory notes $ 100 $ 149 Less: debt discount - - Convertible promissory notes, net $ 100 $ 149 |
Promissory Notes Payable (Table
Promissory Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes Payable | Promissory notes payable at December 31, 2018 and 2017 are as follows: 2018 2017 Promissory notes payable $ 3,750 $ - Less, debt issuance costs (81 ) - Promissory notes payable, net $ 3,669 $ - |
Stock Options, Restricted Sto_2
Stock Options, Restricted Stock, and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options Activity | A summary of the Company’s stock option activity and related information follows: December 31, 2018 December 31, 2017 Weighted Weighted Number Average Number Average of Exercise of Exercise Options Price Options Price Outstanding, beginning January 1, 2018 1,875,155 $ 1.80 1,634,574 $ 1.93 Granted 316,500 1.02 324,000 1.50 Exercised (192,308 ) 0.26 (53,419 ) 0.47 Forfeited (430,462 ) 2.56 (30,000 ) 2.68 Expired - - - - Outstanding, end of December 31, 2018 1,568,885 1.73 1,875,155 1.80 Exercisable at the end of December 31, 2018 1,161,948 1.83 1,403,652 1.45 Weighted average fair value of options granted during period 0.55 1.01 |
Schedule of Share-based Compensation, Shares Authorized Under Stock Option Plans, by Exercise Price Range | The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at December 31, 2018: Weighted Average Remaining Exercisable Stock Options Stock Options Contractual Prices Outstanding Exercisable Life (years) $ 1.30 576,923 576,923 0.01 $ 4.42 38,462 38,462 0.01 $ 2.68 305,000 232,737 2.28 $ 2.88 50,000 50,000 2.67 $ 3.10 50,000 50,000 2.84 $ 1.50 222,000 133,168 3.38 $ 1.53 10,000 4,509 3.67 $ 0.99 50,000 12,639 4.25 $ 1.24 50,000 10,694 4.37 $ 0.93 50,000 11,258 4.32 $ 1.09 145,000 40,880 4.41 $ 1.53 21,500 418 4.95 1,568,885 1,161,948 |
Schedule of Share-based Compensation, Warrant Activity | A summary of the Company’s warrant activity and related information follows: December 31, 2018 December 31, 2017 Weighted Weighted Number Average Number Average of Exercise of Exercise Warrants Price Warrants Price Outstanding, beginning of period 2,997,000 4.15 2,997,000 $ 4.15 Granted - - - - Exercised - - - - Expired - - - - Outstanding, end of period 2,997,000 $ 4.15 2,997,000 $ 4.15 Exercisable at the end of period 2,997,000 $ 4.15 2,997,000 $ 4.15 Weighted average fair value of options granted during the period $ 4.15 $ 4.15 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the year ended December 31, 2018 and 2017 due to the following: 2018 2017 Net taxable (loss) at effective tax rates $ (1,567 ) $ (2,838 ) Stock compensation expense 358 455 Amortization of debt discount 10 317 Impairment of goodwill 519 - Other (153 ) 243 Valuation allowance 833 1,823 Income tax expense $ - $ - |
Schedule of Net Deferred Tax Assets and Liabilities | Net deferred tax assets consist of the following components as of December 31, 2018 and 2017: 2018 2017 Deferred tax assets (liabilities): NOL carryover $ 3,370 $ 2,771 R&D carryover 173 172 Other 239 219 Depreciation 61 (152 ) 3,843 3,010 Less valuation allowance (3,843 ) (3,010 ) Net deferred tax asset $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Future Minimum Rental Payments Operating Leases | At December 31, 2018, commitments for minimum property rental were as follows: For the twelve months ended: 2019 $ 673 2020 618 2021 434 2022 5 2023 and thereafter - Total $ 1,730 |
Vehicles [Member] | |
Schedule of Future Minimum Rental Payments Operating Leases | At December 31, 2018, commitments for minimum vehicle payments were as follows: For the twelve months ended: 2019 $ 339 2020 144 2021 88 2022 12 2023 and thereafter 5 Total $ 588 |
Major Customer_Suppliers (Table
Major Customer/Suppliers (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Risk, by Risk Factor | For the years ended December 31, 2018 and 2017 the following suppliers represented more than 10% of Costs of Goods Sold: 2018 2017 Wesco 13.2 % 11.2 % MBL & Sons 10.1 % 2.2 % |
Organization and Line of Busi_2
Organization and Line of Business (Details Narrative) | Jan. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Ownership percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017shares | Dec. 31, 2018USD ($)Segmentshares | Dec. 31, 2017USD ($)shares | |
Retention receivables | $ 1,234 | $ 958 | |
Allowance for doubtful accounts receivable | 325 | 320 | |
Bad debts | 91 | 281 | |
Cash balance in excess of FDIC limits | 3,413 | 6,133 | |
Inventory allowance, net | 50 | 50 | |
Depreciation expense | $ 384 | 410 | |
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. | ||
Warranty reserve liability | $ 321 | 246 | |
Advertising and marketing expenses | 237 | 832 | |
Goodwill impairment | $ 1,900 | ||
Number of reportable segments | Segment | 1 | ||
Stock Options [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 1,568,885 | 1,875,155 | |
Restricted Stock [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 222,221 | 1,134,615 | |
Warrants [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 2,997,000 | 2,997,000 | |
Minimum [Member] | First Quarter of 2019 [Member] | Accounting Standards Update 2016-02 [Member] | |||
Right of use assets and lease liabilities | $ 2,000 | ||
Maximum [Member] | First Quarter of 2019 [Member] | Accounting Standards Update 2016-02 [Member] | |||
Right of use assets and lease liabilities | $ 2,300 | ||
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Machinery & Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Machinery & Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Furniture & Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture & Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details Narrative) - USD ($) $ in Thousands | Jan. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | |||
Cumulative Effect on Retained Earnings | $ 1,405 | ||
Contract assets | $ 6,153 | $ 3,790 | |
Contract liabilities | $ 5,069 | $ 7,288 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | [1] | ||
Total | $ 70,965 | $ 77,448 | ||
Agricultural, Commercial, and Industrial (ACI) [Member] | ||||
Total | 33,193 | 44,845 | ||
Public Works [Member] | ||||
Total | [2] | 17,986 | 7,975 | |
Residential [Member] | ||||
Total | $ 19,786 | $ 24,628 | ||
[1] | Prior period has not been modified for ASC 606. | |||
[2] | Public Works customers were not tracked separately until the second quarter of 2017. |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Contract assets | $ 6,153 | $ 3,790 |
Contract liabilities | 5,069 | 7,288 |
Accumulated deficit | (63,510) | $ (56,365) |
Adjustments Due to ASC 606 [Member] | ||
Contract assets | (584) | |
Contract liabilities | 821 | |
Accumulated deficit | (1,405) | |
January 1, 2018 [Member] | ||
Contract assets | 3,206 | |
Contract liabilities | 8,109 | |
Accumulated deficit | $ (57,770) |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Schedule of Revenue on Statement of Operations Contract and Balance Sheet Impact of Adoption of ASC 606 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenue | $ 70,965 | $ 77,448 | [1] |
Cost of goods sold | 58,701 | 63,785 | |
Gross profit | 12,264 | 13,663 | |
Contract assets | 6,153 | 3,790 | |
Contract liabilities | 5,069 | $ 7,288 | |
Without Adoption of ASC 606 [Member] | |||
Revenue | 68,845 | ||
Cost of goods sold | 57,471 | ||
Gross profit | 11,374 | ||
Contract assets | 6,990 | ||
Contract liabilities | 5,402 | ||
Impact of Adoption of ASC 606 [Member] | |||
Revenue | (2,120) | ||
Cost of goods sold | (1,230) | ||
Gross profit | (890) | ||
Contract assets | 837 | ||
Contract liabilities | $ 333 | ||
[1] | Prior period has not been modified for ASC 606. |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 384 | $ 410 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment, gross | $ 1,946 | $ 1,956 |
Less accumulated depreciation | (1,094) | (723) |
Property and equipment, net | 852 | 1,233 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 446 | 446 |
Vehicles and Trailers [Member] | ||
Property and equipment, gross | 236 | 243 |
Machinery & Equipment [Member] | ||
Property and equipment, gross | 740 | 743 |
Office Equipment and Furniture [Member] | ||
Property and equipment, gross | 380 | 380 |
Computers and Software [Member] | ||
Property and equipment, gross | $ 144 | $ 144 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 9,488 | $ 10,637 |
Accrued payroll, vacation and payroll taxes | 506 | 526 |
Accrued expenses, bonus and commissions | 1,864 | 1,927 |
Total | $ 11,858 | $ 13,090 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) $ in Thousands | Apr. 27, 2018 | Dec. 23, 2016 | Nov. 14, 2016 | Sep. 08, 2016 | Jan. 05, 2016 | Apr. 09, 2014 | Mar. 14, 2014 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt instrument, periodic payment | $ 858 | $ 1,313 | |||||||
Loans payable, current | 179 | $ 229 | |||||||
Business Loan Agreement [Member] | Notes Payable to Banks [Member] | |||||||||
Debt instrument, face amount | $ 250 | $ 131 | |||||||
Debt instrument, interest rate, stated percentage | 4.95% | 4.95% | |||||||
Debt instrument, periodic payment | $ 5 | $ 2 | |||||||
Debt instrument, maturity date | Apr. 9, 2019 | Mar. 14, 2019 | |||||||
Debt instrument, collateral | The loan is secured by the inventory and equipment. | Secured by the equipment. | |||||||
Business Loan Agreement [Member] | Notes Payable to Banks [Member] | Note Dated March 14, 2014 [Member] | |||||||||
Loans payable, current | 7 | ||||||||
Business Loan Agreement [Member] | Notes Payable to Banks [Member] | Note Dated April 9, 2014 [Member] | |||||||||
Loans payable, current | 19 | ||||||||
Loan Agreement [Member] | |||||||||
Debt instrument, face amount | $ 3,750 | $ 172 | $ 174 | $ 182 | |||||
Debt instrument, interest rate, stated percentage | 4.99% | 5.50% | 5.50% | ||||||
Debt instrument, periodic payment | $ 12 | $ 4 | $ 4 | ||||||
Debt instrument, maturity date | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 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. | ||||||
Loan Agreement [Member] | Note Dated January 5, 2016 [Member] | |||||||||
Loans payable, current | 53 | ||||||||
Loan Agreement [Member] | Note Dated September 8, 2016 [Member] | |||||||||
Loans payable, current | 81 | ||||||||
Loan Agreement [Member] | Note Dated November 14, 2016 [Member] | |||||||||
Loans payable, current | 27 | ||||||||
Loan Agreement [Member] | Note Dated December 23, 2016 [Member] | |||||||||
Loans payable, current | $ 80 | ||||||||
0% Loan Agreement [Member] | |||||||||
Debt instrument, face amount | $ 59 | ||||||||
Debt instrument, interest rate, stated percentage | 0.00% | ||||||||
Debt instrument, periodic payment | $ 1 | ||||||||
Debt instrument, maturity date | Nov. 13, 2020 | ||||||||
Debt instrument, collateral | The loan is secured by the equipment. |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Loan payable Subtotal | $ 267 | $ 496 |
Less: Current position | (179) | (229) |
Long-term position | 88 | 267 |
Business Loan Agreement Dated March 14, 2014 [Member] | ||
Loan payable Subtotal | 7 | 36 |
Business Loan Agreement Dated April 9, 2014 [Member] | ||
Loan payable Subtotal | 19 | 73 |
Equipment Notes Payable [Member] | ||
Loan payable Subtotal | $ 241 | $ 387 |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Payable (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 Promissory Note (De
Acquisition Promissory Note (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2015 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt final payment of outstanding principal and interest | $ 858 | $ 1,313 | ||||
Interest expense | 43 | 66 | ||||
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 | |||||
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, convertible, conversion price | $ 2.60 | |||||
Debt beneficial conversion feature | $ 3,262 | |||||
Debt conversion, converted instrument, shares issued | 339,743 | |||||
Debt conversion, original debt, amount | $ 883 | |||||
Debt instrument, term | 2 years | |||||
Debt instrument, payment terms | Commencing with the quarter ending on June 30, 2017, the Company began to make quarterly payments of interest accrued on the convertible note during the prior quarter plus $151 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 | |||||
Debt instrument, maturity date | Feb. 28, 2020 | |||||
Interest expense | 0 | 807 | ||||
Amortization of debt discount | $ 0 | $ 0 | ||||
MD Energy LLC [Member] | Convertible Debt [Member] | Maximum [Member] | ||||||
Debt instrument, convertible, conversion price | $ 5.80 | |||||
Debt conversion, converted instrument, shares issued | 1,019,231 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 11, 2014 | Jan. 31, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2014 |
Convertible notes payable | $ 100 | $ 149 | ||||
Debt Issued On January 31, 2014 [Member] | Convertible Notes Payable [Member] | ||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||
Debt instrument, face amount | $ 750 | 0 | 49 | $ 554 | ||
Proceeds from convertible debt | $ 750 | |||||
Debt instrument, convertible, terms of conversion feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||
Debt instrument, convertible, conversion price | $ 1.30 | $ 0.338 | ||||
Debt instrument, maturity date | 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 September 30, 2016, and in March 2016 was subsequently extended to June 30, 2019 with zero interest. | |||||
Interest expense, debt | $ 0 | |||||
Convertible notes payable | 49 | $ 505 | 196 | |||
Accrued interest | $ 69 | $ 45 | ||||
Debt conversion, converted instrument, shares issued | 349,112 | 1,494,083 | 711,586 | |||
Debt Issued On February 11, 2014 [Member] | Convertible Notes Payable [Member] | ||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||
Debt instrument, face amount | $ 100 | |||||
Debt instrument, convertible, terms of conversion feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||
Debt instrument, 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 ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Convertible promissory notes | $ 100 | $ 149 |
Less: debt discount | ||
Convertible promissory notes, net | $ 100 | $ 149 |
Promissory Notes Payable (Detai
Promissory Notes Payable (Details Narrative) - USD ($) $ in Thousands | Apr. 27, 2018 | Dec. 23, 2016 | Sep. 08, 2016 | Jan. 05, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Interest expense | $ 43 | $ 66 | ||||
Amortization of debt issuance costs | $ 36 | |||||
Loan Agreement [Member] | ||||||
Promissory notes | $ 3,750 | $ 172 | $ 174 | $ 182 | ||
Debt instrument, interest rate description | The Notes bear interest at the rate of the one-month LIBOR plus 950 basis points | |||||
Debt instrument, maturity date | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 15, 2020 | Jan. 15, 2020 | ||
Debt instrument, term | In the event the Notes are prepaid in full prior to the maturity date, the Company shall pay the holder of the Senior Notes an exit fee of $375 if prepaid prior to March 31, 2020 or $435 if prepaid after March 31, 2020 but prior to the maturity date. | |||||
Interest expense | $ 435 | |||||
Description of event of default | Upon the occurrence of an Event of Default the outstanding principal amount of the Notes, plus accrued but unpaid interest and other amounts owing in respect thereof, shall become, at the giving of notice by Lender, immediately due and payable. Interest on overdue payments upon the occurrence of an Event of Default shall accrue interest at a rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. | |||||
Debt issuance cost | $ 118 | |||||
Loan Agreement [Member] | Senior Notes [Member] | ||||||
Promissory notes | 3,000 | |||||
Loan Agreement [Member] | Senior Notes [Member] | Prior to March 31, 2020 [Member] | ||||||
Debt instrument exit fees | 375 | |||||
Loan Agreement [Member] | Senior Notes [Member] | After March 31, 2020 [Member] | ||||||
Debt instrument exit fees | 435 | |||||
Loan Agreement [Member] | Subordinated Notes [Member] | ||||||
Promissory notes | $ 750 |
Promissory Notes Payable - Sche
Promissory Notes Payable - Schedule of Promissory Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Promissory notes payable | $ 3,750 | |
Less, debt issuance costs | (81) | |
Promissory notes payable, net | $ 3,669 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 14, 2018 | May 03, 2018 | May 02, 2018 | Nov. 27, 2017 | May 18, 2017 | Mar. 16, 2017 | Mar. 02, 2017 | Feb. 17, 2017 | Nov. 25, 2015 | Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of common stock shares exercise of options | 192,308 | 53,419 | |||||||||||
Number of common stock shares issued for conversion, value | $ 118 | $ 505 | |||||||||||
Restricted common stock, shares | 746,153 | ||||||||||||
Fair value of stock based compensation vested during the period | $ 3,752 | ||||||||||||
Number of common stock issued for services | $ 21 | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, shares outstanding | 0 | 1,506,024 | |||||||||||
Executive Recruiting Services [Member] | |||||||||||||
Exercise price of option, per share | $ 1.43 | ||||||||||||
Number of common stock issued for services, shares | 15,000 | ||||||||||||
Number of common stock issued for services | $ 21 | ||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||
Exercise price of option, per share | $ 0.338 | ||||||||||||
Number of common stock shares issued for conversion | 695,266 | ||||||||||||
Debt instrument conversion price per shares | $ 0.338 | ||||||||||||
Number of common stock shares issued for conversion, value | $ 235 | $ 270 | |||||||||||
Issuance of common stock for cashless exercise of options ,shares | 798,817 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of common stock shares exercise of options | 53,419 | ||||||||||||
Exercise price of option, per share | $ 0.468 | ||||||||||||
Number of common stock shares issued for conversion | 349,112 | ||||||||||||
Debt instrument conversion price per shares | $ 0.338 | ||||||||||||
Number of common stock shares issued for conversion, value | $ 118 | ||||||||||||
Issuance of common stock for cashless exercise of options ,shares | 41,773 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Conversion of stock | 1,506,024 | ||||||||||||
Number of common stock shares exercise of options | |||||||||||||
Issuance of common stock for cashless exercise of options ,shares | |||||||||||||
Restricted common stock, shares | |||||||||||||
Number of common stock issued for services, shares | |||||||||||||
Number of common stock issued for services | |||||||||||||
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 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 | ||||||||||||
James Nelson [Member] | |||||||||||||
Number of common stock shares issued | 634,615 | ||||||||||||
Number of common stock shares exercise of options | 192,308 | ||||||||||||
Exercise price of option, per share | $ 0.26 | ||||||||||||
Charles Cargile [Member] | |||||||||||||
Number of common stock shares issued | 277,779 | ||||||||||||
Common Stock [Member] | |||||||||||||
Conversion of stock | 1,506,024 | ||||||||||||
Number of common stock shares exercise of options | 192,308 | ||||||||||||
Issuance of common stock for cashless exercise of options ,shares | 41,773 | ||||||||||||
Restricted common stock, shares | 912,394 | 746,153 | |||||||||||
Number of common stock issued for services, shares | 15,000 | ||||||||||||
Number of common stock issued for services |
Stock Options, Restricted Sto_3
Stock Options, Restricted Stock, and Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2016 | Sep. 30, 2014 | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | Mar. 29, 2017 | Dec. 31, 2016 | Jan. 31, 2014 | Dec. 31, 2013 |
Number of non-qualified stock options outstanding to purchase shares of common stock | 1,568,885 | 1,875,155 | 1,634,574 | |||||||
Share-based compensation | $ 1,313 | $ 1,159 | ||||||||
Ownership percent | 100.00% | |||||||||
Warrants [Member] | ||||||||||
Number of common stock purchase warrants outstanding | 2,997,000 | |||||||||
Warrant expiration | Mar. 9, 2020 | |||||||||
Restricted Stock Grant Agreement [Member] | March 29, 2017 [Member] | ||||||||||
Share-based compensation | $ 250 | 188 | ||||||||
Restricted Stock Grant Agreement [Member] | August 31, 2016 [Member] | ||||||||||
Share-based compensation | $ 502 | 167 | ||||||||
Restricted Stock Grant Agreement [Member] | Charles F. Cargile [Member] | ||||||||||
Exercise price per share | $ 1.50 | |||||||||
Maximum [Member] | Restricted Stock Grant Agreement [Member] | Charles F. Cargile [Member] | ||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 500,000 | |||||||||
Stock Option [Member] | ||||||||||
Number of non-qualified stock options outstanding to purchase shares of common stock | 1,568,885 | |||||||||
Aggregate intrinsic value of options outstanding | $ 0 | $ 0 | ||||||||
Stock price per share | $ 0.26 | $ 1.05 | ||||||||
Share-based compensation | $ 381 | $ 804 | ||||||||
Stock Option [Member] | Minimum [Member] | ||||||||||
Stock options vest at various time and exercisable period | 5 years | |||||||||
Exercise price per share | $ 0.33 | |||||||||
Stock Option [Member] | Maximum [Member] | ||||||||||
Stock options vest at various time and exercisable period | 7 years | |||||||||
Exercise price per share | $ 4.42 | |||||||||
One Year Anniversary [Member] | Restricted Stock Grant Agreement [Member] | Charles F. Cargile [Member] | ||||||||||
Restricted shares shall vest | 166,667 | |||||||||
24 Equal Monthly Installments [Member] | Restricted Stock Grant Agreement [Member] | Charles F. Cargile [Member] | ||||||||||
Restricted shares shall vest | 333,333 | |||||||||
Restricted Stock [Member] | James B. Nelson [Member] | ||||||||||
Exercise price per share | $ 2.90 | $ 0.47 | ||||||||
Share-based compensation | $ 180 | $ 0 | ||||||||
Stock issued during period, shares, restricted stock award, net of forfeitures, shares | 250,000 | 384,615 | 384,615 | |||||||
Market capitalization exceeded | $ 10,000 | |||||||||
Stock issued during period, value, restricted stock award, net of forfeitures | $ 786,000 | |||||||||
Restricted Stock [Member] | Maximum [Member] | James B. Nelson [Member] | ||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 769,230 | |||||||||
Ownership percent | 50.00% |
Stock Options, Restricted Sto_4
Stock Options, Restricted Stock, and Warrants - Schedule of Share-based Compensation, Stock Options Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Options, Outstanding, beginning | 1,875,155 | 1,634,574 |
Number of Options, Granted | 316,500 | 324,000 |
Number of Options, Exercised | (192,308) | (53,419) |
Number of Options, Forfeited | (430,462) | (30,000) |
Number of Options, Expired | ||
Number of Options, Outstanding, end | 1,568,885 | 1,875,155 |
Number of Options, Exercisable at the end | 1,161,948 | 1,403,652 |
Weighted Average Exercise Price, Outstanding, beginning | $ 1.80 | $ 1.93 |
Weighted Average Exercise Price, Granted | 1.02 | 1.50 |
Weighted Average Exercise Price, Exercised | 0.26 | 0.47 |
Weighted Average Exercise Price, Forfeited | 2.56 | 2.68 |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Outstanding, end | 1.73 | 1.80 |
Weighted Average Exercise Price, Exercisable at the end | $ 1.83 | $ 1.45 |
Weighted average fair value of options granted during period | 6 months 18 days | 1 year 4 days |
Stock Options, Restricted Sto_5
Stock Options, Restricted Stock, and Warrants - Schedule of Share-based Compensation, Shares Authorized Under Stock Option Plans, by Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Exercisable Price 1 [Member] | |
Exercisable Prices | $ / shares | $ 1.30 |
Stock Options Outstanding | 576,923 |
Stock Options Exercisable | 576,923 |
Weighted Average Remaining Contractual Life (years) | 4 days |
Exercisable Price 2 [Member] | |
Exercisable Prices | $ / shares | $ 4.42 |
Stock Options Outstanding | 38,462 |
Stock Options Exercisable | 38,462 |
Weighted Average Remaining Contractual Life (years) | 4 days |
Exercisable Price 3 [Member] | |
Exercisable Prices | $ / shares | $ 2.68 |
Stock Options Outstanding | 305,000 |
Stock Options Exercisable | 232,737 |
Weighted Average Remaining Contractual Life (years) | 2 years 3 months 11 days |
Exercisable Price 4 [Member] | |
Exercisable Prices | $ / shares | $ 2.88 |
Stock Options Outstanding | 50,000 |
Stock Options Exercisable | 50,000 |
Weighted Average Remaining Contractual Life (years) | 2 years 8 months 2 days |
Exercisable Price 5 [Member] | |
Exercisable Prices | $ / shares | $ 3.10 |
Stock Options Outstanding | 50,000 |
Stock Options Exercisable | 50,000 |
Weighted Average Remaining Contractual Life (years) | 2 years 10 months 3 days |
Exercisable Price 6 [Member] | |
Exercisable Prices | $ / shares | $ 1.50 |
Stock Options Outstanding | 222,000 |
Stock Options Exercisable | 133,168 |
Weighted Average Remaining Contractual Life (years) | 3 years 4 months 17 days |
Exercisable Price 7 [Member] | |
Exercisable Prices | $ / shares | $ 1.53 |
Stock Options Outstanding | 10,000 |
Stock Options Exercisable | 4,509 |
Weighted Average Remaining Contractual Life (years) | 3 years 8 months 2 days |
Exercisable Price 8 [Member] | |
Exercisable Prices | $ / shares | $ 0.99 |
Stock Options Outstanding | 50,000 |
Stock Options Exercisable | 12,639 |
Weighted Average Remaining Contractual Life (years) | 4 years 2 months 30 days |
Exercisable Price 9 [Member] | |
Exercisable Prices | $ / shares | $ 1.24 |
Stock Options Outstanding | 50,000 |
Stock Options Exercisable | 10,694 |
Weighted Average Remaining Contractual Life (years) | 4 years 4 months 13 days |
Exercisable Price 10 [Member] | |
Exercisable Prices | $ / shares | $ 0.93 |
Stock Options Outstanding | 50,000 |
Stock Options Exercisable | 11,258 |
Weighted Average Remaining Contractual Life (years) | 4 years 3 months 26 days |
Exercisable Price 11 [Member] | |
Exercisable Prices | $ / shares | $ 1.09 |
Stock Options Outstanding | 145,000 |
Stock Options Exercisable | 40,880 |
Weighted Average Remaining Contractual Life (years) | 4 years 4 months 28 days |
Exercisable Price 12 [Member] | |
Exercisable Prices | $ / shares | $ 1.53 |
Stock Options Outstanding | 21,500 |
Stock Options Exercisable | 418 |
Weighted Average Remaining Contractual Life (years) | 4 years 11 months 12 days |
Stock Options, Restricted Sto_6
Stock Options, Restricted Stock, and Warrants - Schedule of Share-based Compensation, Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Warrants, Outstanding, beginning of period | 2,997,000 | 2,997,000 |
Number of Warrants, Granted | ||
Number of Warrants, Exercised | ||
Number of Warrants, Expired | ||
Number of Warrants, Outstanding, end of period | 2,997,000 | 2,997,000 |
Number of Warrants, Exercisable at the end of period | 2,997,000 | 2,997,000 |
Weighted average exercise price, Outstanding, beginning of period | $ 4.15 | $ 4.15 |
Weighted average exercise price, Granted | ||
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Expired | ||
Weighted average exercise price, Outstanding, end of period | 4.15 | 4.15 |
Weighted average exercise price Exercisable at the end of period | $ 4.15 | $ 4.15 |
Weighted average fair value of options granted during the period | 4 years 1 month 24 days | 4 years 1 month 24 days |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 12,300 |
Operating loss carryforward expiration date | 2038 |
Federal corporate income tax rate | 21.00% |
Provisional decrease in deferred tax assets and liabilities | $ 1,074 |
Deferred tax assets and liabilities valuation allowance | $ 1,074 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net taxable (loss) at effective tax rates | $ (1,567) | $ (2,838) |
Stock compensation expense | 358 | 455 |
Amortization of debt discount | 10 | 317 |
Impairment of goodwill | 519 | |
Other | (153) | 243 |
Valuation allowance | 833 | 1,823 |
Income tax expense |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets (liabilities) NOL carryover | $ 3,370 | $ 2,771 |
Deferred tax assets (liabilities) R&D carryover | 173 | 172 |
Deferred tax assets (liabilities) Other | 239 | 219 |
Deferred tax assets (liabilities) Depreciation | 61 | (152) |
Net deferred tax liabilities | 3,843 | 3,010 |
Less valuation allowance | (3,843) | (3,010) |
Net deferred tax asset |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)ft² | |
Office and Warehouse [Member] | Roseville, California [Member] | |
Area of real estate property | ft² | 27,530 |
Operating lease monthly rent expense | $ 21 |
Lease expiration | December 2021 |
Office and Warehouse [Member] | Rocklin, California [Member] | |
Area of real estate property | ft² | 2,846 |
Operating lease monthly rent expense | $ 9 |
Lease expiration | December 2020 |
Office and Warehouse [Member] | Rocklin, California 1 [Member] | |
Area of real estate property | ft² | 5,304 |
Operating lease monthly rent expense | $ 6 |
Lease expiration | May 2021 |
Office and Warehouse [Member] | Rocklin, California 1 [Member] | Sublessee [Member] | |
Operating lease monthly rent expense | $ 5 |
Office and Warehouse [Member] | Reno, Nevada [Member] | |
Area of real estate property | ft² | 2,021 |
Operating lease monthly rent expense | $ 2 |
Lease expiration | October 2020 |
Office and Warehouse [Member] | Rancho Cucamonga [Member] | |
Area of real estate property | ft² | 6,358 |
Operating lease monthly rent expense | $ 6 |
Lease expiration | July 2019 |
Office and Warehouse [Member] | Durham, California [Member] | |
Area of real estate property | ft² | 15,600 |
Operating lease monthly rent expense | $ 9 |
Lease expiration | month-to-month |
Office and Warehouse [Member] | Tulare, California [Member] | |
Area of real estate property | ft² | 5,000 |
Operating lease monthly rent expense | $ 5 |
Lease expiration | July 2019 |
Office and Warehouse [Member] | Campbell (San Jose), California [Member] | |
Area of real estate property | ft² | 3,560 |
Operating lease monthly rent expense | $ 5 |
Lease expiration | January 2022 |
Office and Warehouse [Member] | White City, Oregon [Member] | |
Area of real estate property | ft² | 800 |
Operating lease monthly rent expense | $ 1 |
Lease expiration | month-to-month |
Vehicles [Member] | |
Operating lease monthly rent expense | $ 1 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 673 |
2020 | 618 |
2021 | 434 |
2022 | 5 |
2023 and thereafter | |
Total | 1,730 |
Vehicles [Member] | |
2019 | 339 |
2020 | 144 |
2021 | 88 |
2022 | 12 |
2023 and thereafter | 5 |
Total | $ 588 |
Major Customer_Suppliers (Detai
Major Customer/Suppliers (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Sales Revenue, Net [Member] | ||
Concentration credit risk percentage | 10.00% | 10.00% |
Cost of Goods Sold [Member] | Suppliers [Member] | ||
Concentration credit risk percentage | 10.00% | 10.00% |
Major Customer_Suppliers - Sche
Major Customer/Suppliers - Schedule of Concentration of Risk, by Risk Factor (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Wesco [Member] | ||
Concentration credit risk percentage | 13.20% | 11.20% |
MBL & Sons [Member] | ||
Concentration credit risk percentage | 10.10% | 2.20% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Mar. 20, 2019Integer$ / shares |
Bid price, per share | $ / shares | $ 1 |
Number of consecutive business days | Integer | 10 |