Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 01, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Sunworks, Inc. | |
Entity Central Index Key | 0001172631 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Interactive Data Current | 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 Common Stock, Shares Outstanding | 30,652,662 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 3,147 | $ 3,628 |
Restricted cash | 384 | 447 |
Accounts receivable, net | 7,530 | 8,201 |
Inventory, net | 2,077 | 3,233 |
Contract assets | 3,354 | 6,153 |
Other current assets | 484 | 150 |
Total Current Assets | 16,976 | 21,812 |
Property and equipment, net | 658 | 852 |
Operating lease right-of-use asset | 1,848 | |
Other Assets | ||
Other deposits | 68 | 68 |
Goodwill | 9,464 | 9,464 |
Total Other Assets | 9,532 | 9,532 |
Total Assets | 29,014 | 32,196 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 11,680 | 11,858 |
Contract liabilities | 3,463 | 5,069 |
Customer deposits | 652 | 58 |
Operating lease liability, current portion | 887 | |
Loan payable, current portion | 135 | 179 |
Convertible promissory note, current portion | 100 | |
Acquisition convertible promissory note, current portion | 555 | 757 |
Total Current Liabilities | 17,372 | 18,021 |
Long Term Liabilities | ||
Operating lease liability | 961 | |
Loan payable | 30 | 88 |
Promissory note payable, net | 3,361 | 3,669 |
Acquisition convertible promissory note | 101 | |
Warranty liability | 381 | 321 |
Total Long-Term Liabilities | 4,733 | 4,179 |
Total Liabilities | 22,105 | 22,200 |
Shareholders' Equity | ||
Preferred stock Series B, $.001 par value; 5,000,000 authorized shares; 0 shares issued and outstanding | ||
Common stock, $.001 par value; 200,000,000 authorized shares; 28,265,741 and 26,110.768 shares issued and outstanding, respectively | 28 | 26 |
Additional paid in capital | 75,003 | 73,480 |
Accumulated deficit | (68,122) | (63,510) |
Total Shareholders' Equity | 6,909 | 9,996 |
Total Liabilities and Shareholders' Equity | $ 29,014 | $ 32,196 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Series B Preferred stock, par value | $ 0.001 | $ 0.001 |
Series B Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series B Preferred stock, shares issued | 0 | 0 |
Series B Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ .001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 28,265,741 | 26,110,768 |
Common stock, shares outstanding | 28,265,741 | 26,110,768 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 18,655 | $ 19,994 | $ 27,923 | $ 33,441 |
Cost of Goods Sold | 15,026 | 17,095 | 24,939 | 28,132 |
Gross Profit | 3,629 | 2,899 | 2,984 | 5,309 |
Operating Expenses | ||||
Selling and marketing expenses | 604 | 1,035 | 1,386 | 2,157 |
General and administrative expenses | 2,682 | 2,604 | 5,359 | 5,267 |
Stock-based compensation | 110 | 800 | 234 | 1,032 |
Depreciation and amortization | 91 | 97 | 182 | 193 |
Total Operating Expenses | 3,487 | 4,536 | 7,161 | 8,649 |
Income (Loss) before Other Expenses | 142 | (1,637) | (4,177) | (3,340) |
Other Expenses | ||||
Other income (expense) | 13 | (8) | 6 | (13) |
Interest expense | (232) | (142) | (441) | (162) |
Total Other Expenses | (219) | (150) | (435) | (175) |
Loss before Income Taxes | (77) | (1,787) | (4,612) | (3,515) |
Income Tax Expense | ||||
Net Loss | $ (77) | $ (1,787) | $ (4,612) | $ (3,515) |
LOSS PER SHARE: | ||||
Basic | $ 0 | $ (0.07) | $ (0.17) | $ (0.15) |
Diluted | $ 0 | $ (0.07) | $ (0.17) | $ (0.15) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic | 26,778,338 | 24,789,181 | 26,459,442 | 23,974,581 |
Diluted | 26,778,338 | 24,789,181 | 26,459,442 | 23,974,581 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
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 | |||
Adoption of ASC 606 (Note 3) | (1,405) | (1,405) | |||
Stock-based compensation for options | 232 | 232 | |||
Stock-based compensation for options, shares | |||||
Net loss | (1,728) | (1,728) | |||
Balance at Mar. 31, 2018 | $ 2 | $ 23 | 72,232 | (59,498) | 12,759 |
Balance, shares at Mar. 31, 2018 | 1,506,024 | 23,150,930 | |||
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 | |||
Net loss | (3,515) | ||||
Balance at Jun. 30, 2018 | $ 25 | 73,082 | (61,285) | 11,822 | |
Balance, shares at Jun. 30, 2018 | 25,678,322 | ||||
Balance at Mar. 31, 2018 | $ 2 | $ 23 | 72,232 | (59,498) | 12,759 |
Balance, shares at Mar. 31, 2018 | 1,506,024 | 23,150,930 | |||
Conversion of preferred stock to common stock | $ (2) | $ 2 | |||
Conversion of preferred stock to common stock, shares | (1,506,024) | 1,506,024 | |||
Stock-based compensation for options | 800 | 800 | |||
Stock-based compensation for options, shares | |||||
Issuance of common stock under terms of restricted stock grants | |||||
Issuance of common stock under terms of restricted stock grants, shares | 829,060 | ||||
Issuance of common stock for exercise of options | $ 0 | 50 | 50 | ||
Issuance of common stock for exercise of options, shares | 192,308 | ||||
Net loss | (1,787) | (1,787) | |||
Balance at Jun. 30, 2018 | $ 25 | 73,082 | (61,285) | 11,822 | |
Balance, shares at Jun. 30, 2018 | 25,678,322 | ||||
Balance at Dec. 31, 2018 | $ 26 | 73,480 | (63,510) | 9,996 | |
Balance, shares at Dec. 31, 2018 | 26,110,768 | ||||
Stock-based compensation for options | 62 | 62 | |||
Stock-based compensation for options, shares | |||||
Issuance of common stock under terms of restricted stock grants | 62 | 62 | |||
Issuance of common stock under terms of restricted stock grants, shares | 41,667 | ||||
Net loss | (4,535) | (4,535) | |||
Balance at Mar. 31, 2019 | $ 26 | 73,604 | (68,045) | 5,585 | |
Balance, shares at Mar. 31, 2019 | 26,152,435 | ||||
Balance at Dec. 31, 2018 | $ 26 | 73,480 | (63,510) | $ 9,996 | |
Balance, shares at Dec. 31, 2018 | 26,110,768 | ||||
Issuance of common stock for exercise of options, shares | |||||
Net loss | $ (4,612) | ||||
Balance at Jun. 30, 2019 | $ 28 | 75,003 | (68,122) | 6,909 | |
Balance, shares at Jun. 30, 2019 | 28,265,741 | ||||
Balance at Mar. 31, 2019 | $ 26 | 73,604 | (68,045) | 5,585 | |
Balance, shares at Mar. 31, 2019 | 26,152,435 | ||||
Stock-based compensation for options | $ 48 | $ 48 | |||
Stock-based compensation for options, shares | |||||
Issuance of common stock for conversion of promissory notes, plus accrued interest | $ 161 | $ 161 | |||
Issuance of common stock for conversion of promissory notes, plus accrued interest, shares | 476,574 | ||||
Issuance of common stock under terms of restricted stock grants | 62 | 62 | |||
Issuance of common stock under terms of restricted stock grants, shares | 41,667 | ||||
Issuance of common stock in as fees paid for the extension of maturity date of debt | $ 344 | $ 344 | |||
Issuance of common stock in as fees paid for the extension of maturity date of debt, shares | 400,000 | ||||
Sales of common stock pursuant to S-3 registration statement | $ 2 | $ 784 | $ 786 | ||
Sales of common stock pursuant to S-3 registration statement, shares | 1,195,065 | ||||
Net loss | (77) | (77) | |||
Balance at Jun. 30, 2019 | $ 28 | $ 75,003 | $ (68,122) | $ 6,909 | |
Balance, shares at Jun. 30, 2019 | 28,265,741 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) | $ (4,612) | $ (3,515) |
Adjustments to reconcile net (loss) to net cash used in operating activities | ||
Depreciation and amortization | 182 | 193 |
Amortization of right-of-use asset | 305 | |
(Gain) on sale of equipment | (23) | (1) |
Stock-based compensation | 234 | 1,032 |
Amortization of debt issuance costs | 35 | 9 |
Bad debt expense | 39 | 90 |
(Increase) Decrease in: | ||
Accounts receivable | 633 | 3,525 |
Inventory | 1,156 | 162 |
Deposits and other current assets | (333) | 1,995 |
Contract assets | 2,799 | (722) |
Increase (Decrease) in: | ||
Accounts payable and accrued liabilities | (117) | (2,605) |
Contract liabilities | (1,606) | (2,487) |
Customer deposits | 594 | (2,806) |
Warranty and other liability | 60 | 60 |
Operating lease liability | (305) | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (959) | (5,070) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (7) | |
Proceeds from sale of property and equipment | 34 | 6 |
NET CASH USED IN INVESTING ACTIVITIES | 34 | (1) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loans payable repayments | (405) | (264) |
Proceeds from issuance of note payable, net | 3,632 | |
Proceeds from sale of common stock, net | 786 | |
Proceeds from exercise of stock options | 50 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 381 | 3,418 |
NET (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (544) | (1,653) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF PERIOD | 4,075 | 6,831 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 3,531 | 5,178 |
CASH PAID FOR: | ||
Interest | 308 | 120 |
Taxes | 47 | |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Operating right-of-use asset and operating lease liability upon adoption of ASU 2016-02, Leases (Topic 842) | 2,153 | |
Issuance of common stock for conversion of promissory notes plus accrued interest | 161 | |
Issuance of common stock for fees paid for the extension of maturity date of debt | 344 | |
Issuance of common stock upon conversion of preferred stock | $ 2 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the financial statements. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2018, except for the policies described below in relation to the adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), Accounting Pronouncements Recently Adopted Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sunworks, Inc., and its wholly owned operating subsidiaries, Sunworks United, MD Energy, and Plan B. All material intercompany transactions have been eliminated upon consolidation of these entities. Use of Estimates The preparation of financial statements in conformity with GAAP 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 construction contracts, allowances for uncollectible accounts, operating lease right-of-use-assets and liabilities, warranty reserves, inventory valuation, debt beneficial conversion features, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Revenue Recognition Revenues and related costs on construction contracts are recognized as the performance obligations for work 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 in the period 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. Accounts Receivables and Accounts Payable 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 $927 and $1,234 were included in the balance of trade accounts receivable as of June 30, 2019, and December 31, 2018, 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 of $325 at June 30, 2019, and $325, for doubtful accounts at December 31, 2018. During the three months ended June 30, 2019 and 2018, $15 and $79 was recorded as bad debt expense, respectively. During the six months ended June 30, 2019 and 2018, $39 and $90 was recorded as bad debt expense, respectively. Customer Deposits Customer deposits are recorded for funds remitted by our customers in advance of progress billings being completed. Cash and Cash Equivalents 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 June 30, 2019, the cash balance in excess of the FDIC limits was $2,948. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Inventory Inventory is valued at the lower of cost or market and is determined by the first-in, first-out method. Inventory primarily consists of panels, 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 June 30, 2019, and $50 at December 31, 2018. Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when property and equipment are put into service and are depreciated using the straight-line method over the property and equipment’s estimated useful lives: Machinery & equipment 3-7 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 3-5 Years Depreciation expense for the three months ended June 30, 2019 and 2018 was $91 and $97, respectively. Depreciation expense for the six months ended June 30, 2019 and 2018 was $182 and $193, respectively. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the condensed consolidated balance sheet. If the Company had finance lease ROU assets, such assets would be presented within other assets, and finance lease liabilities would be presented appropriately within liabilities. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and the Company recognizes such lease payments on a straight-line basis over the lease term. Advertising and Marketing The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs include primarily printed material, sponsorships, tradeshow costs, magazine, and catalog advertisement. Included within selling and marketing expenses are advertising and marketing costs for the three months ended June 30, 2019 and 2018 of $8 and $60, respectively. Advertising and marketing costs for the six months ended June 30, 2019 and 2018 was $51 and $144, 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 is $381 and $321 at June 30, 2019 and December 31, 2018, respectively. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Basic and Diluted Net (Loss) per Share Calculations (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 three months and six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 881,000 stock options, 138,889 restricted stock grants, and 2,997,000 warrants. As of June 30, 2018, the potentially dilutive securities have been excluded from the computations of weighted average shares outstanding include 1,647,385 stock options, 305,555 restricted stock grants, 2,997,000 warrants, shares underlying convertible notes. 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. 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. Fair Value of Financial Instruments Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2019, 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 GAAP 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 January 2017, the Financial Accounting Standards Board (“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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 842) - Targeted Improvements We adopted ASU 2016-02 in the first quarter of 2019 using the optional transition method and elected certain practical expedients permitted under the transition guidance, which, among other things, allowed us to not reassess prior conclusions related to contracts containing leases or lease classification. The adoption primarily affected our condensed consolidated balance sheet through the recognition of $2.1 million of right-of-use assets and $2.1 million of lease liabilities as of January 1, 2019. The adoption did not have a significant impact on our results of operations or cash flows. See Note 4. “Leases” to our condensed consolidated financial statements for further discussion of the effects of the adoption of ASU 2016-02 and the associated disclosures. 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 six months ended June 30, 2019, 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 | 6 Months Ended |
Jun. 30, 2019 | |
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 for work 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 three months and six months ended June 30, 2019 and 2018: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Agricultural, Commercial, and Industrial (ACI) $ 8,562 $ 6,686 $ 12,599 $ 14,520 Public Works 4,587 8,333 5,905 9,898 Residential 5,506 4,975 9,419 9,023 Total $ 18,655 $ 19,994 $ 27,923 $ 33,441 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. 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 and condensed consolidated balance sheet for the three and six months ended and as of June 30, 2018: For the Six Months Ended June 30, 2018 Without Adoption Impact of Adoption As Reported of ASC 606 of ASC 606 Revenue $ 33,441 $ 32,417 $ (1,024 ) Cost of goods sold 28,132 27,447 (685 ) Gross profit $ 5,309 $ 4,970 $ (339 ) For the Three Months Ended June 30, 2018 Without Adoption Impact of Adoption As Reported of ASC 606 of ASC 606 Revenue $ 19,994 $ 19,735 $ (259 ) Cost of goods sold 17,095 16,992 (103 ) Gross profit $ 2,899 $ 2,743 $ (156 ) June 30, 2018 Without Adoption Impact of Adoption As Reported of ASC 606 of ASC 606 Contract assets $ 3,928 $ 4,576 $ 648 Contract liabilities 5,622 5,237 (385 ) Contract assets represent revenue recognized in excess of amounts billed on contracts in progress. Contract liabilities represent billings in excess of revenue recognized on contracts in progress. At June 30, 2019 and December 31, 2018, the contract asset balances were $3,354 and $6,153, and the contract liability balances were $3,463 and $5,069, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 4. Leases The Company has operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 5 years, some of which include options to extend. The Company’s lease expense for the three months and six months ended June 30, 2019 was entirely comprised of operating leases and amounted to $331and $622, respectively. Operating lease payments, which reduced operating cash flows for the three months and six months ended June 30, 2019 amounted to $331 and $622 respectively. The difference between the ROU asset amortization of $305 and the associated lease expense of $622 consists of interest and new vehicle, lease extensions, office and office equipment leases originated during the first six months of 2019. Supplemental balance sheet information related to leases was as follows: June 30, 2019 (in thousands) Operating lease right-of-use assets $ 1,848 Operating lease liabilities—short term 887 Operating lease liabilities—long term 961 Total operating lease liabilities $ 1,848 As of June 30, 2019, the weighted average remaining lease term was 1.3 years and the discount rates for the Company’s leases was 10.0%. Maturities for leases were as follows: Operating Leases (in thousands) Remainder of 2019 $ 537 2020 862 2021 605 2022 33 2023 5 Thereafter - Total lease payments $ 2,042 Less: imputed interest 194 Total $ 1,848 |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Loans Payable | 5. LOANS PAYABLE Plan B, a subsidiary of the Company, entered into a business loan agreement, prior to being acquired by the Company, with Tri Counties Bank dated March 14, 2014, in the original amount of $131 bearing interest at 4.95%. The loan agreement called for monthly payments of $2 and matured on March 14, 2019 when it was paid in full. Proceeds from the loan were used to purchase a pile driver and related equipment and was secured by the equipment. At June 30, 2019, there is no remaining loan balance. Plan B 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 called for monthly payments of $5, matured on April 9, 2019 when it was paid in full. Proceeds from the loan were used to purchase racking inventory and related equipment. The loan was secured by the inventory and equipment. At June 30, 2019, there is no remaining loan balance. 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 June 30, 2019, is $29. 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 June 30, 2019, is $59. 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 June 30, 2019, is $20. 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 June 30, 2019, is $58. As of June 30, 2019 and December 31, 2018, loans payable (“Loans Payable”) are summarized as follows: June 30, 2019 December 31, 2018 Business loan agreement dated March 14, 2014 $ - $ 7 Business loan agreement dated April 9, 2014 - 19 Equipment notes payable 165 241 Subtotal 165 267 Less: Current position (135 ) (179 ) Long-term position $ 30 $ 88 |
Acquisition Convertible Promiss
Acquisition Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisition Convertible Promissory Notes | 6. ACQUISITION CONVERTIBLE PROMISSORY NOTES 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 was 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 was $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 shares 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 debt discount is fully amortized and has zero balance at December 31, 2018. The Company recorded interest expense of $7 and $13 during the three months ended June 30, 2019 and 2018, respectively. The Company recorded interest expense of $13 and $25 during the six months ended June 30, 2019 and 2018, respectively. The outstanding balances at June 30, 2019 and December 31, 2018 were $555 and $858, 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 | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 7. CONVERTIBLE PROMISSORY NOTES 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., now operating as Sunworks United. 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 since March 2016. 2 The convertible promissory note balance at December 31, 2018 was $100. On April 10, 2019, all remaining principal and accrued interest due under the convertible promissory notes dated January 31, 2014 and February 11, 2014 were converted into 476,574 shares of common stock. The balances converted included $100 of principal and $61 of accrued interest with a remaining principal balance of $0. |
Promissory Notes Payable
Promissory Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Promissory Notes Payable | 8. PROMISSORY NOTES PAYABLE On April 27, 2018, the Company entered into a Loan Agreement (the “Loan Agreement”) with CrowdOut Capital, Inc. (“CrowdOut”) 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”). 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 originally matured on June 30, 2020. On June 3, 2019, the Company entered into an amendment to its Loan Agreement pursuant to which the maturity date of the $3,000 Senior Note and $750 Subordinated Note was extended from June 30, 2020 to January 31, 2021. In connection with entering into the Amendment, the Company agreed to issue to the holder of the Senior Note, CrowdOut 400,000 shares of common stock as an Amendment Fee pursuant to the Company’s shelf registration statement on Form S-3. Based upon the closing price of the Company’s common stock on June 17, 2019, the day of issuance, the 400,000 shares are valued at $344. The $344 Amendment Fee plus $7 for CrowdOut Amendment related legal fees have been added to the debt issuance costs and are being amortized over the remaining life of the loan. The Notes 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 the extended remaining life of the Loan Agreement and recognizing the exit fee as interest expense. For the three months and six months ended June 30, 2019, exit fee recorded as interest expense was $44 and $95, respectively. 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. The Company believes that the likelihood of the lender exercising this right is remote and have classified the debt as long term. In conjunction with the Amendment to the Loan Agreement, the Company added another $351 to the original $118 of capitalized debt issuance costs. The unamortized portion of debt issuance costs total $389 and is being amortized over the life of the Loan Agreement and recognized as interest expense. The Promissory 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 $29 and $35 as interest expense during the three months and six months ended June 30, 2019. The Company recorded amortization of the debt issuance cost of $9 and $9 as interest expense during the three months and six months ended June 30, 2018. Promissory notes payable at June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Promissory notes payable $ 3,750 $ 3,750 Less, debt issuance costs (389 ) (81 ) Promissory notes payable, net $ 3,361 $ 3,669 |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Capital Stock | 9. CAPITAL STOCK Common Stock During the six months ended June 30, 2019, 83,334 shares of common stock were issued to Charles Cargile pursuant to the terms of a restricted stock grant agreement (the “March 2017 RSGA”) effective March 29, 2017 which is described below in Note 10. On April 10, 2019, the remaining principal of $100 and accrued interest of $61 due under the convertible promissory notes dated January 31, 2014 and February 11, 2014 were converted into 476,574 shares of common stock. In connection with the June 3, 2019 amendment to the Loan Agreement with CrowdOut the Company agreed to issue 400,000 shares of common stock to the holder of the $3,000,000 Senior Note. The shares were issued pursuant to the Company’s shelf registration on Form S-3 on June 17, 2019 at a market value of $344 based upon a closing price of $0.859 per common share. Pursuant to an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley FBR, Inc. (the “Agent”) Sunworks may offer and sell from time to time up to an aggregate of $15,000,000 of shares of the Company’s common stock, par value $0.001 per share (the “Placement Shares”), through the Agent. The Placement Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (File No. 333-231653), which was originally filed with the Securities and Exchange Commission (“SEC”) on May 21, 2019 and declared effective by the SEC on May 31, 2019, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on June 6, 2019. Placement Shares sold between June 6, 2019 and June 30, 2019 total 1,195,065 shares. Total gross proceeds for the shares were $867 or $0.725 per share. Net proceeds, less issuance, costs were $786 or $0.658 per share as of June 30, 2019. Sales of the Placement Shares, if any, pursuant to the ATM Agreement, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the Placement Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company. The Company has no obligation to sell any of the Placement Shares under the At Market Issuance Sales Agreement, and may at any time suspend offers under the At Market Issuance Sales Agreement or terminate the At Market Issuance Sales Agreement. The Company intends to use the net proceeds from this offering for general corporate purposes, including, without limitation, sales and marketing activities, product development, making acquisitions of assets, businesses, companies or securities, capital expenditures, repayment of indebtedness, and for working capital needs. 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 Plan B. On May 2, 2018, the Holders 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 | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options, Restricted Stock, and Warrants | 10. STOCK OPTIONS, RESTRICTED STOCK, AND WARRANTS Options As of June 30, 2019, the Company has 881,500 non-qualified stock options outstanding to purchase 881,500 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 years from the date of grant at exercise prices ranging from $0.30 to $3.10 per share, the market value of the Company’s common stock on the date of each grant. The Company determined the fair market value of these options by using the Black Scholes option valuation model. June 30, 2019 Number Weighted average of Options exercise price Outstanding, beginning December 31, 2018 1,568,885 $ 1.73 Granted 129,000 0.30 Exercised - - Forfeited (816,885 ) 1.61 Outstanding, end of June 30, 2019 881,000 1.62 Exercisable at the end of June 30, 2019 561,108 2.04 During the three months ended June 30, 2019 and 2018, the Company charged a total of $48 and $98, respectively, to operations to recognize stock-based compensation expense for stock options. During the six months ended June 30, 2019 and 2018, the Company charged a total of $109 and $225, respectively, to operations to recognize stock-based compensation expense for stock options. 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 the March 2017 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 after the one (1) year anniversary of the effective date. In the three months ended June 30, 2019 and 2018 stock-based compensation expense of $63 and $63, respectively was recognized for the March 2017 RSGA. In the six months ended June 30, 2019 and 2018 stock-based compensation expense of $125 and $125, respectively was recognized for the March 2017 RSGA. During the year ended December 31, 2013, the Company entered into an RSGA with its then Chief Executive Officer, James B. Nelson (the “December 2013 RSGA”), 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 and $179 was expensed during the second calendar quarter of 2018. 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 an RSGA on the terms of the 2016 Plan (the “August 2016 RSGA”). All shares issuable under the August 2016 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 August 2016 RGSA being vested in full and $502 was expensed during the second calendar quarter of 2018. In the three months ended June 30, 2019 and 2018, stock-based compensation expense of $0 and $42, respectively, was recognized for the August 2016 RSGA. The total combined option and restricted stock compensation expense recognized, in the statement of operations, during the six months ended June 30, 2019 and 2018 was $234 and $1,032, respectively. Warrants As of June 30, 2019, the Company had 2,997,000 common stock purchase warrants outstanding with an adjusted exercise price of $0.56 per share as of that date. The reduction in the exercise price is a result of the sale of Placement Shares pursuant to the ATM Agreement at prices less than the original $4.15 exercise price of the warrants. In accordance with the terms of the Warrant Agreement, the original $4.15 exercise price is reduced to a price equal to the aggregate consideration received divided by the number of additional shares of common stock issued the warrants have an issuance date of March 9, 2015 and expire on March 9, 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS Subsequent to June 30, 2019 and through July 31, 2019 the sale and issuance of Placement Shares pursuant to the ATM Agreement continue with 2,373,032 of additional common shares issued and outstanding resulting in net proceeds of $1,313. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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, MD Energy, and Plan B. 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 GAAP 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 construction contracts, allowances for uncollectible accounts, operating lease right-of-use-assets and liabilities, warranty reserves, inventory valuation, debt beneficial conversion features, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Revenue Recognition | Revenue Recognition Revenues and related costs on construction contracts are recognized as the performance obligations for work 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 in the period 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. |
Accounts Receivables and Accounts Payable | Accounts Receivables and Accounts Payable 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 $927 and $1,234 were included in the balance of trade accounts receivable as of June 30, 2019, and December 31, 2018, 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 of $325 at June 30, 2019, and $325, for doubtful accounts at December 31, 2018. During the three months ended June 30, 2019 and 2018, $15 and $79 was recorded as bad debt expense, respectively. During the six months ended June 30, 2019 and 2018, $39 and $90 was recorded as bad debt expense, respectively. |
Customer Deposits | Customer Deposits Customer deposits are recorded for funds remitted by our customers in advance of progress billings being completed. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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 June 30, 2019, the cash balance in excess of the FDIC limits was $2,948. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Inventory | Inventory Inventory is valued at the lower of cost or market and is determined by the first-in, first-out method. Inventory primarily consists of panels, 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 June 30, 2019, and $50 at December 31, 2018. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation for property and equipment commences when property and equipment are put into service and are depreciated using the straight-line method over the property and equipment’s estimated useful lives: Machinery & equipment 3-7 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 3-5 Years Depreciation expense for the three months ended June 30, 2019 and 2018 was $91 and $97, respectively. Depreciation expense for the six months ended June 30, 2019 and 2018 was $182 and $193, respectively. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the condensed consolidated balance sheet. If the Company had finance lease ROU assets, such assets would be presented within other assets, and finance lease liabilities would be presented appropriately within liabilities. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and the Company recognizes such lease payments on a straight-line basis over the lease term. |
Advertising and Marketing | Advertising and Marketing The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs include primarily printed material, sponsorships, tradeshow costs, magazine, and catalog advertisement. Included within selling and marketing expenses are advertising and marketing costs for the three months ended June 30, 2019 and 2018 of $8 and $60, respectively. Advertising and marketing costs for the six months ended June 30, 2019 and 2018 was $51 and $144, 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 is $381 and $321 at June 30, 2019 and December 31, 2018, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Basic and Diluted Net (Loss) Per Share Calculations | Basic and Diluted Net (Loss) per Share Calculations (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 three months and six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the potentially dilutive securities that have been excluded from the computations of weighted average shares outstanding include 881,000 stock options, 138,889 restricted stock grants, and 2,997,000 warrants. As of June 30, 2018, the potentially dilutive securities have been excluded from the computations of weighted average shares outstanding include 1,647,385 stock options, 305,555 restricted stock grants, 2,997,000 warrants, shares underlying convertible notes. 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. 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2019, 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 GAAP 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 January 2017, the Financial Accounting Standards Board (“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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 842) - Targeted Improvements We adopted ASU 2016-02 in the first quarter of 2019 using the optional transition method and elected certain practical expedients permitted under the transition guidance, which, among other things, allowed us to not reassess prior conclusions related to contracts containing leases or lease classification. The adoption primarily affected our condensed consolidated balance sheet through the recognition of $2.1 million of right-of-use assets and $2.1 million of lease liabilities as of January 1, 2019. The adoption did not have a significant impact on our results of operations or cash flows. See Note 4. “Leases” to our condensed consolidated financial statements for further discussion of the effects of the adoption of ASU 2016-02 and the associated disclosures. 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 six months ended June 30, 2019, 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) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Depreciation for property and equipment commences when property and equipment are put into service and are depreciated using the straight-line method over the property and equipment’s estimated useful lives: Machinery & equipment 3-7 Years Furniture & fixtures 5-7 Years Computer equipment 3-5 Years Vehicles 5-7 Years Leaseholder improvements 3-5 Years |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 three months and six months ended June 30, 2019 and 2018: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Agricultural, Commercial, and Industrial (ACI) $ 8,562 $ 6,686 $ 12,599 $ 14,520 Public Works 4,587 8,333 5,905 9,898 Residential 5,506 4,975 9,419 9,023 Total $ 18,655 $ 19,994 $ 27,923 $ 33,441 |
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 and condensed consolidated balance sheet for the three months ended and as of June 30, 2018: For the Six Months Ended June 30, 2018 Without Adoption Impact of Adoption As Reported of ASC 606 of ASC 606 Revenue $ 33,441 $ 32,417 $ (1,024 ) Cost of goods sold 28,132 27,447 (685 ) Gross profit $ 5,309 $ 4,970 $ (339 ) For the Three Months Ended June 30, 2018 Without Adoption Impact of Adoption As Reported of ASC 606 of ASC 606 Revenue $ 19,994 $ 19,735 $ (259 ) Cost of goods sold 17,095 16,992 (103 ) Gross profit $ 2,899 $ 2,743 $ (156 ) June 30, 2018 Without Adoption Impact of Adoption As Reported of ASC 606 of ASC 606 Contract assets $ 3,928 $ 4,576 $ 648 Contract liabilities 5,622 5,237 (385 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Lease | Supplemental balance sheet information related to leases was as follows: June 30, 2019 (in thousands) Operating lease right-of-use assets $ 1,848 Operating lease liabilities—short term 887 Operating lease liabilities—long term 961 Total operating lease liabilities $ 1,848 |
Schedule of Maturities for Leases | Maturities for leases were as follows: Operating Leases (in thousands) Remainder of 2019 $ 537 2020 862 2021 605 2022 33 2023 5 Thereafter - Total lease payments $ 2,042 Less: imputed interest 194 Total $ 1,848 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | As of June 30, 2019 and December 31, 2018, loans payable are summarized as follows: June 30, 2019 December 31, 2018 Business loan agreement dated March 14, 2014 $ - $ 7 Business loan agreement dated April 9, 2014 - 19 Equipment notes payable 165 241 Subtotal 165 267 Less: Current position (135 ) (179 ) Long-term position $ 30 $ 88 |
Promissory Notes Payable (Table
Promissory Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes Payable | Promissory notes payable at June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Promissory notes payable $ 3,750 $ 3,750 Less, debt issuance costs (389 ) (81 ) Promissory notes payable, net $ 3,361 $ 3,669 |
Stock Options, Restricted Sto_2
Stock Options, Restricted Stock, and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options Activity | The Company determined the fair market value of these options by using the Black Scholes option valuation model. June 30, 2019 Number Weighted average of Options exercise price Outstanding, beginning December 31, 2018 1,568,885 $ 1.73 Granted 129,000 0.30 Exercised - - Forfeited (816,885 ) 1.61 Outstanding, end of June 30, 2019 881,000 1.62 Exercisable at the end of June 30, 2019 561,108 2.04 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Segmentshares | Jun. 30, 2018USD ($)shares | Dec. 31, 2018USD ($) | Jan. 02, 2019USD ($) | |
Retention receivables | $ 927 | $ 927 | $ 1,234 | |||
Allowance for doubtful accounts receivable | 325 | 325 | 325 | |||
Bad debts | 15 | $ 79 | 39 | $ 90 | ||
Cash balance in excess of FDIC limits | 2,948 | 2,948 | ||||
Inventory allowance, net | 50 | 50 | 50 | |||
Depreciation expense | 91 | 97 | 182 | 193 | ||
Advertising and marketing expenses | 8 | $ 60 | $ 51 | $ 144 | ||
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 | 381 | $ 381 | 321 | |||
Goodwill impairment | 1,900 | |||||
Number of reportable segments | Segment | 1 | |||||
Right of use assets | 1,848 | $ 1,848 | ||||
Lease liabilities | $ 1,848 | $ 1,848 | ||||
Accounting Standards Update 2016-02 [Member] | ||||||
Right of use assets | $ 2,100 | |||||
Lease liabilities | $ 2,100 | |||||
Stock Options [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 881,000 | 1,647,385 | ||||
Restricted Stock [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 138,889 | 305,555 | ||||
Warrants [Member] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 2,997,000 | 2,997,000 | ||||
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 of Property and Equipment (Details) | 6 Months Ended |
Jun. 30, 2019 | |
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 |
Leaseholder Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Leaseholder Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details Narrative) - USD ($) $ in Thousands | Jan. 02, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Revenue from Contract with Customer [Abstract] | ||||
Cumulative Effect on Retained Earnings | $ 1,405 | |||
Contract assets | $ 3,354 | $ 6,153 | $ 3,928 | |
Contract liabilities | $ 3,463 | $ 5,069 | $ 5,622 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total | $ 18,655 | $ 19,994 | $ 27,923 | $ 33,441 |
Agricultural, Commercial, and Industrial (ACI) [Member] | ||||
Total | 8,562 | 6,686 | 12,599 | 14,520 |
Public Works [Member] | ||||
Total | 4,587 | 8,333 | 5,905 | 9,898 |
Residential [Member] | ||||
Total | $ 5,506 | $ 4,975 | $ 9,419 | $ 9,023 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Contract assets | $ 3,354 | $ 6,153 | $ 3,928 |
Contract liabilities | 3,463 | 5,069 | $ 5,622 |
Accumulated deficit | (68,122) | $ (63,510) | |
December 31, 2017 [Member] | |||
Contract assets | 3,790 | ||
Contract liabilities | 7,288 | ||
Accumulated deficit | (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 | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Revenue | $ 18,655 | $ 19,994 | $ 27,923 | $ 33,441 | |
Cost of goods sold | 15,026 | 17,095 | 24,939 | 28,132 | |
Gross profit | 3,629 | 2,899 | 2,984 | 5,309 | |
Contract assets | 3,354 | 3,928 | 3,354 | 3,928 | $ 6,153 |
Contract liabilities | $ 3,463 | 5,622 | $ 3,463 | 5,622 | $ 5,069 |
Without Adoption of ASC 606 [Member] | |||||
Revenue | 19,735 | 32,417 | |||
Cost of goods sold | 16,992 | 27,447 | |||
Gross profit | 2,743 | 4,970 | |||
Contract assets | 4,576 | 4,576 | |||
Contract liabilities | 5,237 | 5,237 | |||
Impact of Adoption of ASC 606 [Member] | |||||
Revenue | (259) | (1,024) | |||
Cost of goods sold | (103) | (685) | |||
Gross profit | (156) | (339) | |||
Contract assets | 648 | 648 | |||
Contract liabilities | $ (385) | $ (385) |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating leases expense | $ 331 | $ 622 | |
Operating lease payments | $ 331 | 622 | |
Amortization of right-of-use asset | $ 305 | ||
Weighted average remaining lease term | 1 year 3 months 19 days | 1 year 3 months 19 days | |
Weighted average lease discount rate | 10.00% | 10.00% | |
Minimum [Member] | |||
Remaining lease term | 1 year | 1 year | |
Maximum [Member] | |||
Remaining lease term | 5 years | 5 years |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Lease (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 1,848 | |
Operating lease liabilities-short term | 887 | |
Operating lease liabilities-long term | 961 | |
Total operating lease liabilities | $ 1,848 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities for Leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Remainder of 2019 | $ 537 |
2020 | 862 |
2021 | 605 |
2022 | 33 |
2023 | 5 |
Thereafter | |
Total lease payments | 2,042 |
Less: imputed interest | 194 |
Total operating lease liabilities | $ 1,848 |
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 | Jun. 30, 2019 | Dec. 31, 2018 |
Debt instrument, face amount | $ 555 | $ 858 | |||||||
Loans payable, current | 135 | $ 179 | |||||||
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 was 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 | |||||||||
Business Loan Agreement [Member] | Notes Payable to Banks [Member] | Note Dated April 9, 2014 [Member] | |||||||||
Loans payable, current | |||||||||
Loan Agreement [Member] | |||||||||
Debt instrument, face amount | $ 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, payment term | The loan agreement calls for 16 quarterly payments. | ||||||||
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 | 29 | ||||||||
Loan Agreement [Member] | Note Dated September 8, 2016 [Member] | |||||||||
Loans payable, current | 59 | ||||||||
Loan Agreement [Member] | Note Dated December 23, 2016 [Member] | |||||||||
Loans payable, current | 58 | ||||||||
0% Interest 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. | ||||||||
0% Interest Loan Agreement [Member] | Note Dated November 14, 2016 [Member] | |||||||||
Loans payable, current | $ 20 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Loan payable Subtotal | $ 165 | $ 267 |
Less: Current position | (135) | (179) |
Long-term position | 30 | 88 |
Business Loan Agreement Dated March 14, 2014 [Member] | ||
Loan payable Subtotal | 7 | |
Business Loan Agreement Dated April 9, 2014 [Member] | ||
Loan payable Subtotal | 19 | |
Equipment Notes Payable [Member] | ||
Loan payable Subtotal | $ 165 | $ 241 |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Payable (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Business Loan Agreement Dated March 14, 2014 [Member] | ||
Debt instrument, issuance date | Mar. 14, 2014 | Mar. 14, 2014 |
Business Loan Agreement Dated April 9, 2014 [Member] | ||
Debt instrument, issuance date | Apr. 9, 2014 | Apr. 9, 2014 |
Acquisition Convertible Promi_2
Acquisition Convertible Promissory Notes (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2015 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Debt instrument, face amount | $ 555 | $ 555 | $ 858 | ||||||
Interest expense | $ 7 | $ 13 | $ 13 | $ 25 | |||||
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 was 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 was $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, payment terms | 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). | ||||||||
Debt final payment of outstanding principal and interest | $ 151 | ||||||||
Debt instrument, maturity date | Feb. 28, 2020 | ||||||||
Amortization of debt discount | $ 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 | Apr. 10, 2019 | Feb. 11, 2014 | Jan. 31, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2019 | Sep. 30, 2014 |
Debt instrument, face amount | $ 858 | $ 555 | ||||||
Noteholder [Member] | ||||||||
Debt instrument, face amount | 0 | $ 49 | $ 554 | |||||
Convertible notes payable | 49 | $ 505 | 196 | |||||
Accrued interest | $ 69 | $ 45 | ||||||
Debt conversion, converted instrument, shares issued | 349,112 | 1,494,083 | 711,586 | |||||
Convertible Promissory Notes [Member] | ||||||||
Debt instrument, face amount | $ 0 | |||||||
Convertible notes payable | 100 | |||||||
Accrued interest | $ 61 | |||||||
Debt conversion, converted instrument, shares issued | 476,574 | |||||||
Convertible Notes Payable [Member] | ||||||||
Debt instrument, convertible, conversion price | $ 0.338 | |||||||
Convertible Notes Payable One [Member] | ||||||||
Debt instrument, convertible, conversion price | $ 0.338 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Debt instrument, interest rate, stated percentage | 10.00% | 10.00% | ||||||
Debt instrument, face amount | $ 100 | $ 750 | ||||||
Proceeds from convertible debt | $ 750 | |||||||
Debt instrument, convertible, terms of conversion feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. | 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 | $ 1.30 | ||||||
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. | 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. | ||||||
Debt instrument, maturity date | Jun. 30, 2019 | Jun. 30, 2019 | ||||||
Interest expense, debt | $ 0 | $ 0 | ||||||
Convertible notes payable | $ 100 |
Promissory Notes Payable (Detai
Promissory Notes Payable (Details Narrative) - USD ($) $ in Thousands | Jun. 17, 2019 | Jun. 03, 2019 | Apr. 27, 2018 | Dec. 23, 2016 | Sep. 08, 2016 | Jan. 05, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Promissory notes | $ 555 | $ 555 | $ 858 | ||||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt, shares | |||||||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt | $ 344 | ||||||||||
Interest expense | 7 | $ 13 | 13 | $ 25 | |||||||
Amortization of debt issuance costs | 29 | $ 9 | $ 35 | $ 9 | |||||||
Loan Agreement [Member] | |||||||||||
Promissory notes | $ 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 | |||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt, shares | 400,000 | ||||||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt | $ 344 | ||||||||||
Legal fees | 7 | ||||||||||
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 | 44 | $ 95 | |||||||||
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. | ||||||||||
Loan Agreement [Member] | Senior Notes [Member] | |||||||||||
Promissory notes | $ 3,000 | $ 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 | ||||||||||
Loan Agreement [Member] | CrowdOut Capital, Inc [Member] | |||||||||||
Promissory notes | 3,750 | ||||||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt | $ 344 | ||||||||||
Debt issuance cost capitalized | $ 118 | 351 | 351 | ||||||||
Unamorized debt issuance costs | $ 389 | $ 389 | |||||||||
Loan Agreement [Member] | CrowdOut Capital, Inc [Member] | Extended Maturity [Member] | |||||||||||
Debt instrument, maturity date | Jan. 31, 2021 |
Promissory Notes Payable - Sche
Promissory Notes Payable - Schedule of Promissory Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Promissory notes payable | $ 3,750 | $ 3,750 |
Less, debt issuance costs | (389) | (81) |
Promissory notes payable, net | $ 3,361 | $ 3,669 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 17, 2019 | Jun. 03, 2019 | Apr. 10, 2019 | May 02, 2018 | Nov. 25, 2015 | Jun. 30, 2019 | Dec. 31, 2015 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Apr. 27, 2018 | Dec. 23, 2016 | Sep. 08, 2016 | Jan. 05, 2016 |
Issuance of common stock in as fees paid for the extension of maturity date of debt, shares | |||||||||||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt | $ 344 | ||||||||||||||
Promissory notes | $ 555 | $ 555 | $ 555 | $ 858 | |||||||||||
Net proceeds from issuance of shares | $ 786 | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Number of common stock shares issued | |||||||||||||||
Number of shares issued converted | 1,506,024 | ||||||||||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt, shares | |||||||||||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt | |||||||||||||||
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 | ||||||||||||||
Loan Agreement [Member] | |||||||||||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt, shares | 400,000 | ||||||||||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt | $ 344 | ||||||||||||||
Promissory notes | $ 172 | $ 174 | $ 182 | ||||||||||||
Loan Agreement [Member] | CrowdOut Capital, Inc [Member] | |||||||||||||||
Issuance of common stock in as fees paid for the extension of maturity date of debt | $ 344 | ||||||||||||||
Promissory notes | $ 3,750 | ||||||||||||||
Closing price of common share | $ 0.859 | ||||||||||||||
Loan Agreement [Member] | Senior Notes [Member] | |||||||||||||||
Promissory notes | $ 3,000 | $ 3,000 | |||||||||||||
ATM Agreement [Member] | Agent [Member] | |||||||||||||||
Aggregate sale value of common stock | $ 15,000,000 | ||||||||||||||
Sale of stock, price per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Placement Shares [Member] | |||||||||||||||
Number of common stock shares issued | 1,195,065 | ||||||||||||||
Gross proceeds from issuance of shares | $ 867 | ||||||||||||||
Gross proceeds from issuance of shares, price per share | $ 0.725 | ||||||||||||||
Net proceeds from issuance of shares | $ 786 | ||||||||||||||
Net proceeds from issuance of shares, price per share | $ 0.658 | ||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||
Convertible notes payable | $ 100 | ||||||||||||||
Accrued interest | $ 61 | ||||||||||||||
Number of shares issued converted | 476,574 | ||||||||||||||
Promissory notes | $ 0 | ||||||||||||||
Charles F. Cargile [Member] | |||||||||||||||
Number of common stock shares issued | 83,334 |
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 | Jun. 30, 2019 | Apr. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2014 | Dec. 31, 2018 | Mar. 29, 2017 | Dec. 31, 2013 |
Number of non-qualified stock options outstanding to purchase shares of common stock | 881,000 | 881,000 | 881,000 | 1,568,885 | ||||||||
Stock-based compensation expense for stock options | $ 110 | $ 800 | $ 234 | $ 1,032 | ||||||||
Warrants [Member] | ||||||||||||
Number of common stock purchase warrants outstanding | 2,997,000 | 2,997,000 | 2,997,000 | |||||||||
Warrant exercise price | $ 4.15 | $ 4.15 | $ 4.15 | |||||||||
Warrant expiration | Mar. 9, 2020 | Mar. 9, 2020 | Mar. 9, 2020 | |||||||||
Warrant issuance description | The reduction in the exercise price is a result of the sales of Placement Shares pursuant to the ATM Agreement at prices less than the original $4.15 exercise price of the warrants. In accordance with the terms of the Warrant Agreement, the original $4.15 exercise price is reduced to a price equal to the aggregate consideration received divided by the number of additional shares of common stock issued. In no event shall the exercise price be greater than the then existing exercise price prior to a Trigger Issuance. | |||||||||||
Restricted Stock Grant Agreement [Member] | March 2017 [Member] | ||||||||||||
Stock-based compensation expense for stock options | $ 63 | 63 | $ 125 | 125 | ||||||||
Restricted Stock Grant Agreement [Member] | August 2016 [Member] | ||||||||||||
Stock-based compensation expense for stock options | $ 0 | 42 | ||||||||||
Restricted Stock Grant Agreement [Member] | Charles F. Cargile [Member] | ||||||||||||
Exercise price per share | $ 1.50 | |||||||||||
ATM Agreement [Member] | Warrants [Member] | ||||||||||||
Warrant exercise price | $ 0.56 | $ 0.56 | $ 0.56 | |||||||||
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 | 881,500 | 881,500 | 881,500 | |||||||||
Stock options vest at various time and exercisable period | 5 years | |||||||||||
Stock-based compensation expense for stock options | $ 48 | 98 | $ 109 | 225 | ||||||||
Stock Option [Member] | Minimum [Member] | ||||||||||||
Exercise price per share | $ 0.30 | $ 0.30 | $ 0.30 | |||||||||
Stock Option [Member] | Maximum [Member] | ||||||||||||
Exercise price per share | $ 3.10 | $ 3.10 | $ 3.10 | |||||||||
One Year Anniversary [Member] | Restricted Stock Grant Agreement [Member] | Charles F. Cargile [Member] | ||||||||||||
Number of restricted shares to be vested | 166,667 | |||||||||||
24 Equal Monthly Installments [Member] | Restricted Stock Grant Agreement [Member] | Charles F. Cargile [Member] | ||||||||||||
Number of restricted shares to be vested | 333,333 | |||||||||||
Restricted Stock [Member] | James B. Nelson [Member] | ||||||||||||
Exercise price per share | $ 2.90 | $ 0.47 | ||||||||||
Stock-based compensation expense for stock options | $ 502 | $ 179 | ||||||||||
Market capitalization exceeded | $ 10,000 | |||||||||||
Stock issued during period, shares, restricted stock award, net of forfeitures, shares | 250,000 | 384,615 | 384,615 | |||||||||
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% | |||||||||||
Option and Restricted Stock [Member] | ||||||||||||
Stock-based compensation expense for stock options | $ 234 | $ 1,032 |
Stock Options, Restricted Sto_4
Stock Options, Restricted Stock, and Warrants - Schedule of Share-based Compensation, Stock Options Activity (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options, Outstanding, beginning | shares | 1,568,885 |
Number of Options, Granted | shares | 129,000 |
Number of Options, Exercised | shares | |
Number of Options, Forfeited | shares | (816,885) |
Number of Options, Outstanding, end | shares | 881,000 |
Number of Options, Exercisable at the end | shares | 561,108 |
Weighted Average Exercise Price, Outstanding, beginning | $ / shares | $ 1.73 |
Weighted Average Exercise Price, Granted | $ / shares | 0.30 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | 1.61 |
Weighted Average Exercise Price, Outstanding, end | $ / shares | 1.62 |
Weighted Average Exercise Price, Exercisable at the end | $ / shares | $ 2.04 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - ATM Agreement [Member] $ in Thousands | 1 Months Ended |
Jul. 31, 2019USD ($)shares | |
Sale of stock, shares | shares | 2,373,032 |
Proceeds from sale of common stock | $ | $ 1,313 |