Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jul. 03, 2015 | |
Document And Entity Information | |
Entity Registrant Name | Cybergy Holdings, Inc. |
Document Type | S1 |
Document Period End Date | Jul. 3, 2015 |
Amendment Flag | true |
Amendment Description | Amendment |
Entity Central Index Key | 1,397,951 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filer | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 03, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | |||
Cash and cash equivalents | $ 58,000 | $ 1,415,000 | |
Contract receivables | 4,795,000 | 2,328,000 | |
Prepaid expenses and other current assets | 310,000 | 314,000 | $ 81,000 |
Total current assets | 5,163,000 | 4,057,000 | 81,000 |
Non-Current Assets | |||
Property and equipment, net | 772,000 | 838,000 | $ 2,000 |
Other assets | 60,000 | 60,000 | |
Intangibles, net | 1,580,000 | 1,959,000 | $ 157,000 |
Goodwill | 4,075,000 | 4,075,000 | |
Total non-current assets | 6,487,000 | 6,932,000 | $ 159,000 |
Total assets | 11,650,000 | 10,989,000 | $ 240,000 |
Current liabilities: | |||
Accounts payable | 1,170,000 | 449,000 | |
Accrued liabilities | 1,634,000 | 1,118,000 | $ 327,000 |
Related party payable | 3,130,000 | 1,808,000 | $ 80,000 |
Line of credit | 431,000 | 56,000 | |
Current portion of other accrued liabilities | 254,000 | 187,000 | |
Current portion of long-term debt - other | 488,000 | 57,000 | $ 489,000 |
Current portion of acquisition notes | 4,873,000 | 3,800,000 | |
Current portion of senior secured convertible notes, net | 2,271,000 | 932,000 | |
Derivative liability | 10,401,000 | 53,834,000 | |
Total Current Liabilities | 24,652,000 | 62,241,000 | $ 896,000 |
Non-Current Liabilities | |||
Other accrued liabilities | 50,000 | 387,000 | |
Long term debt, less current portion - other | $ 40,000 | 53,000 | |
Senior secured convertible notes, net | 1,285,000 | ||
Acquisition notes, less current portion | $ 956,000 | 1,834,000 | |
Derivative and put liabilities | 16,056,000 | 390,184,000 | |
Deferred rent | 234,000 | 239,000 | |
Total non-current liabilities | 17,336,000 | 393,982,000 | |
Total Liabilities | $ 41,988,000 | $ 456,223,000 | $ 896,000 |
Commitments and contingencies | |||
Stockholders' Equity | |||
Common stock, $.0001 par value, 3,000,000,000 shares authorized; 20,750,603 issued and outstanding at July 3, 2015 and 20,520,229 issued; 20,470,229 outstanding at December 31, 2014 | $ 21,000 | $ 21,000 | |
Series C preferred stock, $.0001 par value, 250,000,000 shares authorized; 53,733,436 and 52,378,436 shares issued and outstanding | $ 5,000 | $ 5,000 | |
Series B preferred stock, $.0001 par value, 1,000 shares authorized, issued and outstanding | |||
Paid in capital | $ 1,633,000 | $ 86,000 | |
Accumulated deficit | (31,976,000) | $ (445,242,000) | (742,000) |
Total Cybergy stockholders' equity (deficit) | (30,317,000) | (445,216,000) | $ (656,000) |
Non-controlling interest in joint venture | (21,000) | (18,000) | |
Total stockholders' equity (deficit) | (30,338,000) | (445,234,000) | $ (656,000) |
Total liabilities and stockholders' equity (deficit) | $ 11,650,000 | $ 10,989,000 | $ 240,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 03, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders' Equity | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 20,750,603 | 20,520,229 | 1,666,000 |
Common stock, shares outstanding | 20,750,603 | 20,470,229 | 1,666,000 |
Series C Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Series C Preferred stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Series C Preferred stock, shares issued | 53,733,436 | 52,378,436 | 0 |
Series C Preferred stock, shares outstanding | 53,733,436 | 52,378,436 | 0 |
Series B Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 |
Series B Preferred stock, shares authorized | 1,000 | 1,000 | 0 |
Series B Preferred stock, shares issued | 1,000 | 1,000 | 0 |
Series B Preferred stock, shares outstanding | 1,000 | 1,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jul. 03, 2015 | Jun. 30, 2014 | Jul. 03, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Consolidated Statements Of Operations | ||||||
Contract revenue | $ 7,049,000 | $ 8,270,000 | $ 13,612,000 | $ 17,073,000 | $ 32,011,000 | |
Cost of services | 5,985,000 | 7,140,000 | 11,369,000 | 14,172,000 | 26,120,000 | |
Gross profit | 1,064,000 | 1,130,000 | 2,243,000 | 2,901,000 | 5,891,000 | |
Operating Expenses: | ||||||
Selling, general and administrative | 2,422,000 | 1,667,000 | 4,623,000 | 3,992,000 | $ 457,000 | 20,423,000 |
Depreciation and amortization | 248,000 | 253,000 | 497,000 | 511,000 | 41,000 | 1,014,000 |
Total operating expenses | 2,670,000 | 1,920,000 | 5,120,000 | 4,503,000 | 498,000 | 21,437,000 |
Operating (loss) | (1,606,000) | (790,000) | (2,877,000) | (1,602,000) | (498,000) | (15,546,000) |
Other expense | ||||||
Interest expense, net of interest income | 619,000 | $ 131,000 | 1,079,000 | $ 308,000 | $ 92,000 | 1,152,000 |
Change in fair value of derivative liability | (311,121,000) | (417,561,000) | 204,963,000 | |||
Other | 54,000 | $ 144,000 | 342,000 | $ 203,000 | 360,000 | |
Total other expense | (310,448,000) | 275,000 | (416,140,000) | 511,000 | $ 92,000 | 206,475,000 |
Income (loss) before income taxes | $ 308,842,000 | (1,065,000) | $ 413,263,000 | (2,113,000) | $ (590,000) | (222,021,000) |
Income tax (benefit) expense | (356,000) | (892,000) | (1,037,000) | |||
Net (loss) | $ 308,842,000 | (709,000) | $ 413,263,000 | (1,221,000) | $ (590,000) | (220,984,000) |
Net income (loss) attributable to non-controlling interest in joint venture | (1,000) | 17,000 | (3,000) | 6,000 | 18,000 | |
Net income (loss) attributable to Cybergy | $ 308,843,000 | $ (726,000) | $ 413,266,000 | $ (1,227,000) | $ (590,000) | $ (220,966,000) |
Basic and diluted earnings (loss) per share of common stock | $ 14.95 | $ 20.08 | $ (44.35) | |||
Weighted average number of basic and diluted common shares outstanding | 20,658,149 | 20,580,104 | 4,982,193 | |||
Diluted earnings (loss) per share of common stock | $ (0.01) | |||||
Weighted average number of diluted common shares outstanding | 649,220,738 | 649,041,758 |
Unaudited Consolidated Condense
Unaudited Consolidated Condensed Statement Of Changes In Stockholders' Equity (Deficit) - 6 months ended Jul. 03, 2015 - USD ($) | Preferred stock | Common Stock | Non-controlling interest in joint venture | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2014 | $ 5,000 | $ 21,000 | $ (18,000) | $ (445,242,000) | $ (445,234,000) | |
Beginning Balance, Shares at Dec. 31, 2014 | 52,379,436 | 20,520,229 | ||||
Share adjustment - rounding, Amount | ||||||
Share adjustment - rounding, Shares | 29 | |||||
Cancellation of non-vested common stock for services, Amount | ||||||
Cancellation of non-vested common stock for services, Shares | (50,000) | |||||
Services in exchange for shares issued in 2014 | $ 50,000 | $ 50,000 | ||||
Bifurcation of Bridge note and warrants | $ 213,000 | $ 213,000 | ||||
Exercise of warrants on a net exercise basis, Amount | ||||||
Exercise of warrants on a net exercise basis, Shares | 280,345 | |||||
Sale of preferred stock, net of issuance cost of $47,000, Amount | $ 1,168,000 | $ 1,168,000 | ||||
Sale of preferred stock, net of issuance cost of $47,000, Shares | 1,215,000 | |||||
Conversion of Promissory Note due Director, Amount | 140,000 | 140,000 | ||||
Conversion of Promissory Note due Director, Shares | 140,000 | |||||
Share-based compensation | $ 62,000 | 62,000 | ||||
Non-controlling interest in joint venture | $ (3,000) | (3,000) | ||||
Net income | $ 413,266,000 | 413,266,000 | ||||
Ending Balance, Amount at Jul. 03, 2015 | $ 5,000 | $ 21,000 | $ (21,000) | $ 1,633,000 | $ (31,976,000) | $ (30,338,000) |
Ending Balance, Shares at Jul. 03, 2015 | 53,734,436 | 20,750,603 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Jul. 03, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||||
Net loss | $ 413,266,000 | $ (1,227,000) | $ (590,000) | $ (220,966,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 118,000 | 130,000 | 252,000 | |
Amortization of intangibles | 379,000 | 381,000 | $ 7,000 | 762,000 |
Amortization of debt issuance costs | 26,000 | 39,000 | $ 33,000 | 120,000 |
Amortization of debt discount | 693,000 | $ 29,000 | 317,000 | |
Embedded derivative interest cost | 165,000 | |||
Issuance of stock for services | 12,202,000 | |||
Change in fair value of derivative liability | (417,561,000) | 204,963,000 | ||
Share-based compensation | 62,000 | $ 9,000 | 23,000 | |
Share-based services | 50,000 | |||
Deferred rent | $ (4,000) | $ 6,000 | 5,000 | |
Deferred taxes | (895,000) | (1,037,000) | ||
Earn out adjustment | $ 195,000 | 203,000 | 291,000 | |
Interest in JV | (3,000) | 6,000 | (18,000) | |
Changes in assets and liabilities, net of effect of acquisition: | ||||
Contract receivables | (2,468,000) | 341,000 | 1,306,000 | |
Prepaid and other current assets | 3,000 | 11,000 | $ (80,000) | (74,000) |
Accounts payable | 720,000 | (757,000) | (1,395,000) | |
Accrued liabilities | 277,000 | 422,000 | $ 301,000 | 446,000 |
Related party payables | 1,322,000 | (9,000) | 1,045,000 | |
Net cash used in operating activities | (2,925,000) | (1,311,000) | $ (329,000) | (1,593,000) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | $ (52,000) | (19,000) | (45,000) | |
Proceeds from the sale of automobile | 23,000 | |||
Cash received in the acquisition of New West | 897,000 | 897,000 | ||
Acquisition of New West | (500,000) | (500,000) | ||
Notes receivable | 97,000 | |||
Net cash provided by investing activities | $ (52,000) | $ 378,000 | $ 472,000 | |
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock | 1,215,000 | $ 23,000 | ||
Stock issuance costs | (12,000) | |||
Proceeds from long term debt | 645,000 | $ 1,000,000 | $ 284,000 | $ 3,525,000 |
Payments on long term debt | (513,000) | (271,000) | (488,000) | |
Payments on other accrued liabilities | (30,000) | (100,000) | (177,000) | |
Line of Credit, net | 375,000 | 543,000 | 56,000 | |
Debt issuance costs | (25,000) | $ (183,000) | $ (6,000) | $ (380,000) |
Other | 40,000 | |||
Stock issuance costs | (47,000) | |||
Net cash provided by (used in) financing activities | 1,620,000 | $ 989,000 | $ 329,000 | $ 2,536,000 |
Net increase (decrease) in cash and cash equivalents | (1,357,000) | $ 56,000 | $ 1,415,000 | |
Cash and cash equivalents, beginning of period | 1,415,000 | |||
Cash and cash equivalents, end of period | 58,000 | $ 56,000 | $ 1,415,000 | |
Supplemental Disclosure Cash Flow Information: | ||||
Cash paid for interest | $ 105,000 | $ 42,000 | 288,000 | |
Cash paid for taxes | ||||
Supplemental disclosure of non-cash investing and financing activity: | ||||
Conversion of Promissory note to preferred stock | $ 140,000 | |||
Issuance of debt in the acquisition of New West | $ 5,530,000 | 5,530,000 | ||
Issuance of common stock in the acquisition of New West | 703,000 | 703,000 | ||
Fair value of put option | 238,679,000 | |||
Conversion of Promissory notes to common stock | $ 357,000 | 357,000 | ||
Bifurcation of Follow-on notes and warrants | $ 213,000 | |||
Issuance of Additional shares - EPA notes | $ 77,000 | 77,000 | ||
Supplemental cash flow information regarding the Company's acquisition of New West in 2014 is as follows: | ||||
Fair value of assets acquired | 10,754,000 | 10,754,000 | ||
Less liabilities assumed | (4,081,000) | (4,081,000) | ||
Less cash acquired | (897,000) | (897,000) | ||
Plus shares issued | 703,000 | 703,000 | ||
Business acquisition, net of cash acquired | $ 6,479,000 | $ 6,479,000 |
Summary Of Business And Signifi
Summary Of Business And Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
NOTE A - SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | Reverse merger transaction On October 3, 2014, Cybergy Holdings, Inc. ("Cybergy", "the Company"), formerly Mount Knowledge Holdings, Inc. ("MKHD"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with MK Merger Acquisition Sub, Inc., a wholly-owned subsidiary of MKHD ("Merger Sub"), Access Alternative Group S.A., and Cybergy Partners, Inc. ("Partners"), providing for the merger of Merger Sub with and into Partners (the "Merger"), with Partners surviving the Merger as a wholly-owned subsidiary of MKHD. Pursuant to the Merger Agreement, the shareholders of Partners and MKHD initially exchanged shares in the respective companies for 88% and 12% ownership, respectively, of the surviving company. The Merger of Partners and MKHD, a nonoperating public shell corporation, resulted in the owners and management of Partners obtaining actual and effective voting and operating control of the combined company. The Merger was treated as a public shell reverse acquisition and therefore treated as a capital transaction in substance, rather than a business combination. The historical financial statements of MKHD before the Merger were replaced with the historical financial statements of Partners before the Merger. As a result of the Merger, Cybergy acquired the business of Partners, and has continued the existing business operations of Partners. Principles of Consolidation, Basis of Presentation, and Fiscal Periods The accompanying unaudited consolidated condensed financial statements of Cybergy Holdings, Inc. ("Cybergy", "Company", "we", "us" or "our") have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The information reflects all normal and recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position of the Company and its results of operations for the interim periods set forth herein. The consolidated condensed balance sheet as of December 31, 2014 presented herein has been derived from the audited balance sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. Certain information and footnote disclosures, which are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The information reflects all normal and recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position of the Company and its results of operations for the interim periods set forth herein. The accompanying consolidated condensed financial statements include the accounts of Cybergy, its wholly-owned subsidiaries; Partners, New West, Primetrix, Labs, and its 51% owned New West Energetics Joint Venture, LLC ("JV"). All intercompany accounts and transactions have been eliminated in consolidation. In 2015, the Company changed from a calendar period end date to a "4/4/5 weekly" quarterly close cycle. The Company's fiscal periods ended on July 3, 2015 and June 30, 2014. The results for the three and six months ended July 3, 2015 are not necessarily indicative of the results to be expected for the full year or any other period. Going Concern In 2014 and 2015, the Company had negative cash flow from operations due to declining gross margin, increased personnel costs as well as increased costs related to the acquisition and merger. The decline in gross margin was due primarily to the delay on the transition from our JV contract to the follow-on MOTS contract with the Department of Energy. We expect to incur additional operating losses for the year ending December 31, 2015. These circumstances raise substantial doubt about our ability to continue as a going concern. The Company does not currently believe that its existing cash resources are sufficient to meet its anticipated needs for the year ending December 31, 2015. We need to obtain significant additional capital resources in order to develop products and fund operations and make scheduled debt payments. The accompanying unaudited consolidated condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a history of recurring losses and had negative working capital at July 3, 2015. There can be no assurance that the Company will be successful in reducing its negative operating cash flows, and that such cash flows will be sufficient to sustain the Company's operations through 2015. Nor can there be any assurance that the Company can raise additional capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated condensed financial statements were prepared assuming that the Company is a going concern. The consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management's plans in regard to these matters are focused on managing its cash flow, the proper timing of its capital expenditures, and raising additional capital or financing in the future. In April and May 2015, the Company raised net proceeds of $1,788,000 from the sale of Series C preferred stock and short term bridge loans as more fully discussed in the following notes. $500,000 was used to repay a portion of the EPA note. Management believes the Company will need additional capital in 2015 of approximately $3.0 to $3.5 million to further fund operations and market expansion of the SmartFile software. The Company intends to cover its future operating expenses through additional financing from existing and prospective investors, revenue from existing and new contracts, revenue from potential grants and collaborative marketing agreements, as well as revenue from the commercialization of products and services. However, we may not be successful in obtaining funding from new or existing collaborative agreements or the commercialization of our products and services. Further, actual revenue may be less than forecasted. Additionally, we have engaged a financial advisor to raise capital through the sale of stock, issuance of convertible debt or asset based loans, which has a track record of successfully raising capital for hundreds of development stage to midcap scale companies. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include accruals for contract reserves, recoverability of goodwill and intangible assets and earnout obligations related to the acquisition of New West, warrant, conversion, and put valuations and income taxes. The valuation of the warrant, conversion, and put derivative liabilities using a Lattice model is based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. It is at least reasonably possible that the estimates used will change in the near term. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash and cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Concentration of Credit Risk/Fair Value of Financial Instruments Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash, cash equivalents and trade receivables. We believe that concentrations of credit risk with respect to trade receivables are limited as they are primarily from government agencies. Credit Risk The Company grants credit in the normal course of business to customers in the United States. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. Contracts with the federal government, either as a prime or subcontractor, accounted for approximately 97% and 93% of revenues for the six months ended July 3, 2015 and June 30, 2014, respectively and 99% and 93% of revenues for the three months ended July 3, 2015 and June 30, 2014, respectively. One customer accounted for 94% and 86% of total revenues for the six months ended July 3, 2015 and June 30, 2014 and 91% and 83% of revenues for the three months ended July 3, 2015 and June 30, 2014, respectively. At July 3, 2015 and December 31, 2014, the same customer accounted for 89% and 74% of total contract receivables, respectively. Financial Instruments The Company uses fair value measurements in areas that include, but are not limited to: the allocation of purchase price consideration to tangible and identifiable intangible assets and valuation of derivative liabilities. The carrying values of cash and cash equivalents, contract receivables, accounts payable, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of our bank debt approximates fair value due to the variable nature of the interest rates under our Credit Facility and current rates available to the Company for debt with similar terms and risk. Since the put option is embedded in an outstanding share, management chose the "fair value option" in which the entire instrument (the common stock and the put feature) is recorded at fair value. The conversion features embedded in, and warrants attached to, the convertible debentures and the put liability are valued at estimated fair value utilizing a Lattice model. The Company, using available market information and appropriate valuation methodologies, has estimated the fair value of its financial instruments. However, considerable judgment is required in interpreting data to develop the estimates of fair value. Contract Receivables Contract receivables are stated net of an allowance for doubtful accounts of $30,000 and $-0- at July 3, 2015 and December 31, 2014, respectively. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by evaluating customers' creditworthiness and actively pursuing past due accounts. Management of the Company reviews the collectability of customer receivables on an individual basis based on its historical collection experience with customers. Many of the Company's customers are governmental agencies and are, therefore, subject to the terms and conditions of the Prompt Payment Act, which, with certain exceptions, requires the U.S. government to pay the Company within 30 days from the date of submission of a properly prepared invoice. Government contract receivables arise from long-term U.S. government prime contracts and subcontracts. Unbilled contract receivables represent services provided but not yet billed. The amount reflects the actual amount anticipated to be billed. The Company evaluates unbilled amounts for collectability based on estimates of work in progress that may not be billed based on knowledge of individual balances. The Company does not accrue finance or interest charges on its receivables. Contract receivables determined to be uncollectible are expensed in the period such determination is made. Included in Contract receivables are retainage amounts of $67,000 and $73,000 at July 3, 2015 and December 31, 2014, respectively. Property and Equipment Property and equipment are stated net of accumulated depreciation and amortization of $367,000 and $249,000 at July 3, 2015 and December 31, 2014, respectively. Goodwill We review goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Intangibles Intangibles are stated net of accumulated amortization of $1,169,000 and $790,000 at July 3, 2015 and December 31, 2014, respectively. Derivative liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency. The Company reviews the terms of convertible debt and equity instruments it issues to determine whether there are derivative instruments, including an embedded conversion or put options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where a host instrument contains more than one embedded derivative instrument, including a conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue freestanding warrants or put options that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative instruments are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as nonoperating income or expense. When the convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. The Company has determined that certain of the features (specifically, the embedded conversion feature, the mandatory conversion feature, the antidilution provisions, and default interest) embedded in its Convertible debentures were not considered "clearly and closely related" to the economic characteristics of the Convertible debenture, nor did they meet the definition of being indexed to the Company's own stock. The Company applies the applicable accounting provisions for the accounting of the valuation of these features and associated warrants. The liability is adjusted quarterly to the estimated fair value based upon then current market conditions. The Company records the change in the estimated fair value of the derivative liability in other income or expense. The derivative liability was valued using a combination of a Brownian Motion technique and a Binomial Lattice ("Lattice") model. A Lattice approach is a preferred valuation methodology relative to a closedform option pricing model (e.g., a Black-Scholes option pricing model) because (i) it embodies all of the assumptions that market participants would likely consider in negotiating the transfer of the Convertible debentures, (ii) it simulates the exercise of the Convertible debentures prior to the expiration date, and iii) it incorporates potential variability for inputs that are not static such as the occurrence of a mandatory conversion, an event of default or a dilutive issuance. The Lattice model utilizes interest rates, stock prices, contractually remaining term of the underlying financial instruments and volatility factors. We utilize historical volatility over a period generally commensurate with the remaining contractual term of the underlying financial instruments and use daily intervals for price observations. However, the Company does not have sufficient trading activity on which to base an estimate of future stock price volatility. Therefore, management determined that use of historical volatility of a comparable peer group over a term consistent with the remaining contractual terms of the Convertible debentures was the best indicator of the stock's future volatility. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. Revenue Recognition Substantially all of our work is performed for our customers on a contract basis based on time and materials. Revenues result from work performed on these contracts by our employees and our subcontractors and from costs for materials and other work related costs allowed under our contracts. Revenues for time and materials contracts are recorded on the basis of contract allowable labor hours worked multiplied by the contract defined billing rates, plus the direct costs and indirect cost burdens associated with materials and subcontract work used in performance on the contract. Generally, gross profit on time and materials contracts result from the difference between the cost of services performed and the contract defined billing rates for these services. Under certain contracts with the U.S. government and other governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Share-Based Compensation We account for share-based awards in accordance with the applicable accounting rules that require the measurement and recognition of compensation expense for all share-based payment awards based on estimated fair values. That cost is recognized over the requisite service period in which the employee is required to provide service in exchange for the award, which is usually the vesting period. Net Earnings (Loss) per Share of Common Stock Basic earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. The computation of earnings (loss) per share is based on the weighted average number of shares outstanding during each of the periods based upon the exchange ratio of shares issued in the merger. The shareholders of Partners received Series C preferred stock in connection with the Merger, therefore the exchange ratio to common stock was zero. Through the merger date in 2014, there were no outstanding common shares. The following is a reconciliation of net earnings used in the calculation of basic and diluted earnings per share for the three and six months ended July 3, 2015: Three months ended Six months ended July 3, 2015 Net income attributable to Cybergy $ 308,843,000 $ 413,266,000 Effect of dilutive securities: Preferred stock - - Stock options 4,000 8,000 Convertible debentures (135,520,000 ) (178,587,000 ) Warrants (11,023,000 ) (14,585,000 ) Put option (164,217,000 ) (223,670,000 ) Diluted net (loss) attributable to Cybergy $ (1,913,000 ) $ (3,568,000 ) The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and six months ended July 3, 2015: Three months ended Six months ended July 3, 2015 Weighted-average number of common shares outstanding 20,658,149 20,580,104 Effect of dilutive securities: Preferred stock 524,069,398 523,930,466 Stock options 17,747,780 17,755,291 Convertible debentures 80,313,600 80,313,600 Warrants 6,431,811 6,462,297 Put option - - Dilutive potential common shares 649,220,738 649,041,758 The following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive: Three months ended Six months ended July 3, 2015 Stock options 4,648,883 4,648,883 Warrants 507,707 507,707 5,156,590 5,156,590 Income Taxes The current provision for income taxes represents estimated amounts payable or refundable on tax returns filed or to be filed for the year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. When appropriate, we record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, we consider whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management's judgments regarding future events and past operating results. The Company follows the guidance of Accounting Standards Codification ("ASC") Topic 740, Accounting for Uncertainty in Income Taxes. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. Recent Accounting Pronouncements The Financial Accounting Standards Board (FASB) recently released ASU 2015-03 ; Interest—Imputation of Interest,Simplifying the Presentation of Debt Issuance Costs | Organization Reverse merger transaction On October 3, 2014, Cybergy Holdings, Inc. (“Cybergy”, “the Company”), formerly Mount Knowledge Holdings, Inc. (“MKHD”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MK Merger Acquisition Sub, Inc., a wholly-owned subsidiary of MKHD (“Merger Sub”), Access Alternative Group S.A., and Cybergy Partners, Inc. (“Partners”), providing for the merger of Merger Sub with and into Partners (the “Merger”), with Partners surviving the Merger as a wholly-owned subsidiary of MKHD. Pursuant to the Merger Agreement, the shareholders of Partners and MKHD initially exchanged shares in the respective companies for 88% and 12% ownership, respectively, of the surviving company. The Merger of Partners and MKHD, a non-operating public shell corporation, resulted in the owners and management of Partners obtaining actual and effective voting and operating control of the combined company. The Merger was treated as a public shell reverse acquisition and therefore treated as a capital transaction in substance, rather than a business combination. The historical financial statements of MKHD before the Merger were replaced with the historical financial statements of Partners before the Merger. As a result of the Merger, Cybergy acquired the business of Partners, and has continued the existing business operations of Partners. All share amounts have been converted to post-merger and post reverse split equivalents. History Cybergy, a Nevada corporation, is a holding company for our wholly-owned subsidiary, Cybergy Partners, Inc. Cybergy Partners, Inc. (previously Civergy, Inc.) was formed in 2013 to facilitate the acquisitions of New West Technologies, LLC (“New West”) and Cybergy Labs, LLC (formerly Bion Enterprises, LLC) (“Labs”). Partners is an operational-focused firm, committed to building a premier, full spectrum, assistance and advisory services and products provider to the federal government, state governments, and private clients through a disciplined execution of an organic growth and accretive acquisition strategy. Effective January 1, 2014, Partners entered into an Equity Purchase Agreement (the “EPA”) with the Member of New West. Under the EPA, Partners purchased all the assets, liabilities, and equity of New West for a purchase price of approximately $7.4 million. Additionally, Partners and Labs entered into a Share Exchange Agreement effective January 1, 2014, whereby Labs transferred all assets, liabilities and equity to Partners in exchange for 4,851,258 shares of Series C preferred stock. New West was formed in the state of Colorado in January 1998 as Heritage Technologies, LLC and was reorganized as New West Technologies, LLC in the state of Colorado in September 2004. New West provides technical, management, and analytical solutions in the areas of advanced transportation technology; engineering systems; environmental analysis; policy, regulatory and outreach support; program planning and evaluation; renewable energy systems; systems analysis and deployment; and Tribal development. During 2013, NWBSS, LLC (NWBSS) was formed as a limited liability company in the state of Colorado and was a wholly-owned subsidiary of New West. NWBSS did not have any activity during 2013. NWBSS was spun out as a wholly-owned subsidiary of Partners in September 2014 and changed its name to Primetrix. Primetrix is a business services provider designed to give organizations the edge they need when facing the demands of a dynamic and complex government contracting environment. Primetrix offers the opportunity for small and medium-sized businesses to leverage efficiencies of scale in back office support, streamlining operations, ensuring compliance with federal government regulations and guidelines, and providing the knowledge they need to make the best decisions for the health of their brands. New West-Energetics Joint Venture, LLC, formerly EnergyWorks Joint Venture, LLC (the “JV”), was organized in the state of Maryland in 2006. The JV was created by its members to bid on a specific procurement with the U.S. Department of Energy for technical, engineering, analytical, and management support services and was approved to do so by the U.S. Small Business Administration. New West owns 51% of the JV. Formed in 2011, Labs is a Software-as-a-Service (SaaS) firm, focused on four primary areas: intellectual property protection, business intelligence, workflow management, and fighting fraud. Labs’ flagship product, SmartFile, is a document tracking software – monitoring human interaction with their digital documents. Labs specializes in innovative solutions to critical problems, has expertise in grant proposal writing – for R&D grant funding, and is a technology accelerator with experience in business development in “Tech to Market” programs for the U.S. Federal Government and the commercial sector. In 2014, Labs expanded its scope to including other technologies focused on critical infrastructure solutions. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements of Cybergy Holdings, Inc. (“Cybergy”, “Company”, “we”, “us” or “our”) have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information reflects all normal and recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position of the Company and its results of operations for the interim periods set forth herein. The accompanying consolidated financial statements for 2014 include the accounts of Cybergy, its wholly-owned subsidiaries; Partners, New West, Primetrix, Labs, and its 51% owned New West-Energetics Joint Venture, LLC (“JV”). The accompanying consolidated financial statements for 2013 include the accounts of Partners from inception in June 2013 and Labs from the date the entities were under common control in June 2013 to December 2013. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Our fiscal periods are referred to herein as 2014 and 2013. Going Concern In 2014, the Company had negative cash flow from operations due to declining gross margin, increased personnel costs as well as M&A costs related to the acquisition and merger. The decline in gross margin was due primarily to the delay on the transition from our JV contract to the follow-on MOTS contract with the Department of Energy. Operating cash flow in 2015 remains negative due to the continued delay in the transition to the follow-on contract. We expect to incur additional operating losses for the year ending December 2015. The Company does not currently believe that its existing cash resources are sufficient to meet its anticipated needs for the year ending December 2015. We need to obtain significant additional capital resources in order to develop products and fund operations and make scheduled debt payments. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a history of recurring losses and had negative working capital at December 2014. There can be no assurance that the Company will be successful in reducing its negative operating cash flows, and that such cash flows will be sufficient to sustain the Company’s operations through 2015. Nor can there be any assurance that the Company can raise additional capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements were prepared assuming that the Company is a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans in regard to these matters are focused on managing its cash flow, the proper timing of its capital expenditures, and raising additional capital or financing in the future. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include accruals for contract reserves, recoverability of goodwill and intangible assets and earn-out obligations related to the acquisition of New West, warrant, conversion, and put valuations and income taxes. The valuation of the warrant, conversion, and put derivative liabilities using a Lattice model is based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. It is at least reasonably possible that the estimates used will change in the near term. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash and cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Concentration of Credit Risk/Fair Value of Financial Instruments Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash, cash equivalents and trade receivables. We believe that concentrations of credit risk with respect to trade receivables are limited as they are primarily from government agencies. Credit Risk The Company grants credit in the normal course of business to customers in the United States. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. Contracts with the federal government, either as a prime or subcontractor, accounted for approximately 94% of revenues and one customer accounted for 89% of total revenues during 2014. At December 2014 the same customer accounted for 74% of total contract receivables. Financial Instruments The Company uses fair value measurements in areas that include, but are not limited to: the allocation of purchase price consideration to tangible and identifiable intangible assets and valuation of derivative liabilities. The carrying values of cash and cash equivalents, contract receivables, accounts payable, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of our bank debt approximates fair value due to the variable nature of the interest rates under our Credit Facility and current rates available to the Company for debt with similar terms and risk. Since the put option is embedded in an outstanding share, management chose the “fair value option” in which the entire instrument (the common stock and the put feature) is recorded at fair value. The conversion features embedded in, and warrants attached to, the convertible debentures and the put liability are valued at estimated fair value utilizing a Lattice model. The Company, using available market information and appropriate valuation methodologies, has estimated the fair value of its financial instruments. However, considerable judgment is required in interpreting data to develop the estimates of fair value. Contract Receivables The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by evaluating customers' creditworthiness and actively pursuing past due accounts. Management of the Company reviews the collectability of customer receivables on an individual basis based on its historical collection experience with customers. Many of the Company's customers are governmental agencies and are, therefore, subject to the terms and conditions of the Prompt Payment Act, which, with certain exceptions, requires the U.S. government to pay the Company within 30 days from the date of submission of a properly prepared invoice. U.S. government contract receivables arise from long-term U.S. government prime contracts and subcontracts. Unbilled contract receivables represent services provided but not yet billed. The amount reflects the actual amount anticipated to be billed. The Company evaluates unbilled amounts for collectability based on estimates of work-in-progress that may not be billed based on knowledge of individual balances. The Company does not accrue finance or interest charges on its receivables. Contract receivables determined to be uncollectible are expensed in the period such determination is made. No allowance was considered necessary as of December 2014. Property and Equipment Property and equipment are stated at cost. Equipment under capital leases is valued at the lower of fair market value or net present value of the minimum lease payments at inception of the lease. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets, ranging from three to seven years, and the related lease terms for leasehold improvements and equipment under capital leases. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of properties sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any gains or losses are reflected in current operations. Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. There were no impairments during 2014 and 2013. Goodwill We review goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. We first evaluate qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances we determine that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the reporting unit shall estimate the fair value of the reporting unit and compare the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below. In assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, we assess relevant events and circumstances that could affect the significant inputs used to determine the fair value. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, a reporting unit shall recognize an impairment loss in an amount equal to that excess. The quantitative goodwill impairment test involves a two-step process. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. Intangibles Intangible assets consist of the value of customer relationships, trademark and trade names, non-compete agreements and patents. We amortize intangible assets on a straight-line basis over their estimated useful lives unless their useful lives are determined to be indefinite. The amounts we record related to acquired intangibles are determined by us considering the results of independent valuations. Our intangibles are amortized over their estimated useful lives of 1 to 15 years with a weighted-average life of 6.3 years remaining as of December 2014. Deferred Rent The Company recognizes rental expense on a straight-line basis over the life of the agreement. Deferred rent is recognized as the difference between cash payments and rent expense, including any landlord incentives. Derivative liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency. The Company reviews the terms of convertible debt and equity instruments it issues to determine whether there are derivative instruments, including an embedded conversion or put options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where a host instrument contains more than one embedded derivative instrument, including a conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue freestanding warrants or put options that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative instruments are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. The Company has determined that certain of the features (specifically, the embedded conversion feature, the mandatory conversion feature, the anti-dilution provisions, and default interest) embedded in its Convertible debentures were not considered “clearly and closely related” to the economic characteristics of the Convertible debenture, nor did they meet the definition of being indexed to the Company’s own stock. The Company applies the applicable accounting provisions for the accounting of the valuation of these features and associated warrants. The liability is adjusted quarterly to the estimated fair value based upon then current market conditions. The Company records the change in the estimated fair value of the derivative liability in other expense. The derivative liability was valued using a combination of a Brownian Motion technique and a Binomial Lattice (“Lattice”) model. A Lattice approach is a preferred valuation methodology relative to a closed-form option pricing model (e.g., a Black-Scholes option pricing model) because (i) it embodies all of the assumptions that market participants would likely consider in negotiating the transfer of the Convertible debentures, (ii) it simulates the exercise of the Convertible debentures prior to the expiration date, and iii) it incorporates potential variability for inputs that are not static such as the occurrence of a mandatory conversion, an event of default or a dilutive issuance. The Lattice model utilizes interest rates, stock prices, contractually remaining term of the underlying financial instruments and volatility factors. We utilize historical volatility over a period generally commensurate with the remaining contractual term of the underlying financial instruments and use daily intervals for price observations. However, the Company does not have sufficient trading activity on which to base an estimate of future stock price volatility. Therefore, management determined that use of historical volatility of a comparable peer group over a term consistent with the remaining contractual terms of the Convertible debentures was the best indicator of the stock’s future volatility. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. Revenue Recognition Substantially all of our work is performed for our customers on a contract basis based on time and materials. Revenues result from work performed on these contracts by our employees and our subcontractors and from costs for materials and other work related costs allowed under our contracts. Revenues for time and materials contracts are recorded on the basis of contract allowable labor hours worked multiplied by the contract defined billing rates, plus the direct costs and indirect cost burdens associated with materials and subcontract work used in performance on the contract. Generally, gross profit on time and materials contracts result from the difference between the cost of services performed and the contract defined billing rates for these services. Under certain contracts with the U.S. government and other governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. Share-Based Compensation We account for share-based awards in accordance with the applicable accounting rules that require the measurement and recognition of compensation expense for all share-based payment awards based on estimated fair values. That cost is recognized over the requisite service period in which the employee is required to provide service in exchange for the award, which is usually the vesting period. Net Earnings (Loss) per Share of Common Stock Basic earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. The computation of earnings (loss) per share is based on the weighted average number of shares outstanding during each of the periods based upon the exchange ratio of shares issued in the merger. The shareholders of Partners received Series C preferred stock in connection with the Merger, therefore the exchange ratio to common stock was zero. In 2013 and through the merger date in 2014, there were no outstanding common shares. Potentially dilutive shares The holders of Series C preferred stock do not share in the earnings of Cybergy. The following outstanding securities were excluded from the calculation of earnings (loss) per share as the effect of the assumed exercise or conversion would be anti-dilutive: 2014 2013 Warrants 7,063,775 17,594,794 Convertible debentures 80,313,600 - Series C preferred stock 523,784,355 - Total 611,161,730 17,594,794 Income Taxes The current provision for income taxes represents estimated amounts payable or refundable on tax returns filed or to be filed for the year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. When appropriate, we record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, we consider whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management’s judgments regarding future events and past operating results. The Company follows the guidance of Accounting Standards Codification ("ASC") Topic 740, Accounting for Uncertainty in Income Taxes Interest and penalties associated with tax positions are recorded in the period assessed as an adjustment to income tax expense. No interest or penalties have been assessed as of December 2014. Segment Information The Company currently operates in one business segment providing engineering and analysis of clean energy, smart grid and environmental technologies. Reclassifications Certain reclassifications were made to the 2013 financial statements in order to conform to the presentation of the 2014 financial statements. The reclassifications did not have any effect on the previously reported net loss. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) amended the FASB Accounting Standards Codification and released Accounting Standards Update 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: · Identify the contract(s) with a customer. · Identify the performance obligations in the contract. · Determine the transaction price. · Allocate the transaction price to the performance obligations in the contract. · Recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 is effective for annual reporting periods beginning after September 15, 2016. We will assess the impact of ASU 2014-09 on our consolidated financial position and results of operations in 2015. In August 2014, FASB released Accounting Standards Update 2014-15, Presentation of Financial Statements—Going Concern, (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for annual reporting periods beginning after December 15, 2016. We will assess the impact of ASU 2014-15 on our consolidated financial position and results of operations in 2015. |
Contract Receivables
Contract Receivables | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE B - CONTRACT RECEIVABLES | Substantially all of our Contract receivables were billed at December 31, 2014. Included in Contract receivables are retainage amounts of $73,000 at December 31, 2014. |
Prepaid Expenses And Other Asse
Prepaid Expenses And Other Assets | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE C - PREPAID EXPENSES AND OTHER ASSETS | Prepaid and other assets consisted of prepaid expenses, income tax receivable, debt issuance costs and employee advances. |
Property And Equipment
Property And Equipment | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE D - PROPERTY AND EQUIPMENT | Property and equipment consist of the foll owing as of December 31, 2014 and 2013: 2014 2013 Furniture, fixtures, and automobiles $ 263,000 $ - Software 65,000 - Computer equipment 311,000 3,000 Leasehold improvements 448,000 - 1,087,000 3,000 Less accumulated depreciation and amortization (249,000 ) (1,000 ) Property and equipment, net $ 838,000 $ 2,000 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE E - INTANGIBLE ASSETS AND GOODWILL | Intangible assets, net, include customer relationships, trademark and trade names, and non-compete agreements acquired in acquisitions of New West and patents, and consisted of the following at December 31, 2014 and 2013: 2014 2013 Amortization Period Years Basis Accumulated Amortization Basis Accumulated Amortization Trademark and trade name 15 $ 217,000 $ (15,000 ) $ - $ - Non-compete agreements 2.3 1,512,000 (648,000 ) - - Customer backlog 1 3,000 (3,000 ) - - Customer relationships 10 831,000 (83,000 ) - - Patents 15 186,000 (41,000 ) 186,000 (29,000 ) $ 2,749,000 $ 186,000 Less accumulated amortization (790,000 ) (29,000 ) Total, net $ 1,959,000 $ 157,000 Amortization of identifiable intangible assets for each of the next five years and thereafter through 2028 is as follows: 2015 $ 758,000 2016 326,000 2017 110,000 2018 110,000 2019 110,000 Thereafter 545,000 Total $ 1,959,000 Goodwill represents the excess of the purchase prices over the fair value of assets and liabilities acquired in the business acquisition of New West and increased by $4,075,000 in 2014. ASC 740 requires deferred tax assets or liabilities be recognized for the differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination or an acquisition. Accordingly, we recorded an adjustment to goodwill for the deferred tax liabilities associated with the loss of S Election status and Intangible assets acquired in the New West acquisition of $1,523,000. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE F - ACCRUED LIABILITIES | Accrued liabilities consist of payroll, payroll related taxes and other related benefits, other current liabilities related to services performed and accrued interest in 2014 and accrued legal and financing costs in 2013. |
Line Of Credit
Line Of Credit | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
NOTE G - LINE OF CREDIT | In April 2014, the Company entered into an asset based loan agreement ("Credit Facility") with a bank. The Credit Facility provides the Company a revolving line of credit with a borrowing base equal to the lesser of $1,000,000 or 85% of eligible non JV accounts receivables and the lessor of 25% or $250,000 on New West's receivable from the JV. The accounts receivable of the JV are not included in the borrowing base. Amounts borrowed on the line of credit accrue interest monthly at the greater of: (i) prime plus 3% (6.25% at July 3, 2015 and December 31, 2014) or (ii) $3,750. Additionally, the Company is charged a monthly collateral fee of $2,000. We were fully funded as of July 3, 2015 and December 31, 2014 under the revolving line of credit. Average daily borrowings under the revolving line of credit were $139,000 and $420,000 during 2015 and 2014, respectively. The Credit Facility is collateralized by substantially all the assets of the Company. The Credit Facility contains standard business and financial covenants including a minimum tangible net worth requirement and a prohibition of dividend payments. At December 31, 2014 and July 3, 2015, the Company was in technical default of the tangible net worth requirement under our revolving line of credit agreement as a result of recording the Derivative and put liabilities. The bank provided a waiver as of December 31, 2014 and July 3, 2015. | In April 2014, the Company entered into an asset based loan agreement ("Credit Facility") with a bank. The Credit Facility provides the Company a revolving line of credit with a borrowing base equal to the lesser of $1,000,000 or 85% of eligible non JV accounts receivables and the lessor of 25% or $250,000 on New West's receivable from the JV. The accounts receivable of the JV are not included in the borrowing base. Amounts borrowed on the line of credit accrue interest monthly at the greater of: (i) prime plus 3% (6.25% at December 2014) (ii) $3,750. Additionally, the Company is charged a monthly collateral fee of $2,000. We were fully funded under our revolving line of credit as of December 2014. Average daily borrowings under the revolving line of credit were $247,000 during 2014. The Credit Facility is collateralized by substantially all the assets of the Company. The Credit Facility contains standard business and financial covenants including a minimum tangible net worth requirement and a prohibition of dividend payments. At December 2014, the Company was in technical default of the tangible net worth requirement under our revolving line of credit agreement as a result of recording the Derivative and put liabilities. The bank provided a waiver as of December 2014. The Company expects to be in technical default as of March 2015. |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE H - OTHER ACCRUED LIABILITIES | In October 2011, New West settled a legal dispute. The financial terms of the settlement are subject to a confidentiality agreement. The present value of the settlement amount was recorded at the settlement date and is payable in equal monthly installments of $17,000 over five years at an effective interest rate of 5.25% and consists of the following at December 31, 2014: 2014 Total due $ 334,000 Less current portion (187,000 ) Long-term, less current portion $ 147,000 Certain of our executives and managers have employment agreements that provide for a Retention Bonus equal to 50% of their then effective annual salary if they are still employed in May of 2016. Included in Other accrued liabilities as of December 2014, is $240,000 related to this liability. |
Long-Term Debt
Long-Term Debt | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
NOTE I - LONG-TERM DEBT | At July 3, 2015 and December 31, 2014, the Company had $3,025,000 and $3,525,000 of Senior Secured Convertible Debentures outstanding, respectively. The convertible debentures are stated net as a result of recording discounts associated with the valuation of the conversion feature, Additional shares, and warrants issued of $754,000 and $1,309,000 at July 3, 2015 and December 31, 2014, respectively. We have not paid the interest due on $2,925,000 of our convertible debentures which was due in March, April and June 2015. While the Company is in technical default under the debenture agreement, to date, no holder has demanded an accelerated payment. The holder of the EPA note has agreed to defer the interest due pending the sale to another investor. In March 2015, the Company issued a Promissory Note in the amount of $140,000 to a Director of the Company. The note accrued interest at prime plus 5% and was due on earlier of: (i) June 30, 2015, or (ii) the closing of an equity or debt financing with gross proceeds to the Company of not less than $1,000,000. In May 2015, the holder converted the note into 140,000 shares of our Series C preferred stock. On April 28, 2015 ("issue date"), the Company issued a Promissory Note in the amount of $705,000 ("Bridge note"). The Bridge note includes an original issue discount of up to $200,000 with an effective interest rate of approximately 80% and is due October 28, 2015. If the Bridge note is paid within 90 days of the issue date, the amount due is $605,000. If the Bridge note is paid within 135 days of the issue date, the amount due is $655,000. After 135 days of the issue date, the amount due is $705,000. The Bridge note is stated net of the original issue discount of $133,000 and valuation of the warrants issued of $142,000 at July 3, 2015. The Company and the holder of the EPA note entered into an agreement whereby the Company would prepay the EPA note and the Holder would return the related Additional shares for the initial loan balance of $1,000,000. In April and May 2015, we repaid $500,000 of the EPA note. The remaining $500,000, originally due at June 30, 2015, is being sold to another investor and the due date has been extended to August 19, 2015, pending the closing of the sale, at which time the maturity date is expected to be extended further. As a result of the Member litigation, we made no payments on the First notes due to the Member in 2015. On May 8, 2015, the Company and the Member agreed to a settlement on the litigation initiated in September 2014. Under the terms of the agreement, the Company has agreed to establish an ESOP for its employees before December 1, 2015. The ESOP will purchase from the Member that amount of Cybergy stock equal to a current market value of $2,565,000 (the "settlement"). The remainder of the Cybergy stock owned by the Member will be canceled. All other amounts owed by the Company to the Member will be discharged and the Put option will be cancelled. The Member also assumes all obligations under the Management Performance Units Plan. The Company currently has short term debt and accrued interest of approximately $6,271,000 due to the Member. Upon settlement, these amounts and any additional accrued interest will be removed from the Company's books and replaced with the debt of the ESOP of $2,565,000. Additionally, the Company currently has a derivative liability accrued of $15,009,000 related to the Put option held by the Member. Any remaining derivative liability will also be eliminated upon the settlement. Pursuant to a registration rights agreement with the purchasers of our Senior Secured Convertible Debentures, Cybergy was required to file a shelf registration statement for the resale of the common stock issuable upon conversion of the convertible debentures and the Additional Shares issued to the convertible note purchasers by December 3, 2014. As the Company did not file by that date, there is a monthly fee, equal to 1.0% of the aggregate purchase price of the convertible debentures (not to exceed 20%). The Company filed a Form S-1 on May 14, 2015. As a result of the timing of the filing, the holders are due a 6% fee. Included in Other accrued liabilities as of July 3, 2015 and December 31, 2014, is $212,000 and $71,000, respectively related to this liability. | Long-term debt, net of discounts, consists of the following as of December 31, 2014 and 2013: 2014 2013 Amounts due to finance companies $ 80,000 $ - Promissory notes, net of $10,000 discount in 2013 31,000 489,000 Notes to related party - 80,000 Senior secured convertible debentures 2,216,000 - First notes due Member 1,613,000 - Promissory notes due Member 2,500,000 - Earn-out note due Member - 2015 821,000 - Earn-out note due Member - 2016 700,000 - Total Long-term debt 7,961,000 569,000 Less current portion (4,789,000 ) (569,000 ) Long-term debt, less current portion $ 3,172,000 $ - Amounts due finance companies Promissory notes Partners issued $322,000 of notes in conjunction with its formation during 2013. The notes were recorded net of an initial $38,000 discount, had maturity dates of one year, and bore interest between 12% and 14%, with an effective interest rate in 2013 of 27%. The maturity date of one note for $21,000 is currently being negotiated for payoff and continues to accrue interest at 14%. The other notes were converted to common stock of Partners in conjunction with the EPA. Partners issued $177,000 of other notes payable related to the initial funding of Labs and accrued interest at 12% to 48%. All but $10,000 were paid in full in 2014. The $10,000 note has been extended through August 2015 at an interest rate of 12%. Notes due to related party Senior Secured Convertible Debentures Senior secured convertible debentures outstanding consists of the following at December 31, 2014: Issue Date Due Date Face Amount Discount Net Remaining amortization period (months) January 1, 2014 June 30, 2015 $ 1,000,000 $ 68,000 $ 932,000 6 September 30, 2014 March 31, 2016 750,000 264,000 486,000 15 October 3, 2014 October 3, 2016 1,050,000 369,000 681,000 15 October 24, 2014 October 24, 2016 725,000 608,000 117,000 16 $ 3,525,000 $ 1,309,000 $ 2,216,000 The debentures are convertible at a holder’s option at any time prior to maturity into shares of the Company’s Series C preferred stock. Each $100,000 of face value is convertible into 227,840 shares of Series C preferred stock at $0.4389 per preferred share (or the equivalent of $0.04389 per share of Cybergy’s common stock). Additionally, for each $100,000 of face value, the holder also received 227,840 shares of Series C preferred stock (“Additional shares”) for no additional consideration. In conjunction with the EPA, Partners issued $1,000,000 of Senior Secured Convertible Debentures (“EPA notes”). As a result of the delayed filing of a Form S-1, the holder received 256,000 additional shares of Cybergy Series C preferred stock. The EPA notes were initially deemed “conventional” notes upon issuance due to the lack of any Anti-dilution and Price Protection Provisions (including “down-round” provisions), as well as not readily convertible into cash. In conjunction with the Merger and issuance of the Follow-on notes, the favored nation clause of the EPA notes gave the holder the same down-round protection and, therefore, management revalued the notes accordingly. In connection with the Merger, Partners issued an additional $2,525,000 of Senior Secured Convertible Debentures (“Follow-on notes”) in September and October 2014. The convertible debentures are stated net at December 2014 as a result of recording discounts associated with the valuation of the conversion feature, Additional shares, and warrants issued. The proceeds were bifurcated between the debt, embedded derivative, warrant derivative, and Additional shares. The carrying amount of the equity component at December 2014 was $1,291,000. The discounts are amortized over the life of the instrument using the effective interest method. The debentures bear interest at an annual rate of 5.0%, paid semi-annually, and had effective rates ranging from 12.8% to 70.8% as a result of the discounts associated with the bifurcation. The convertible debentures shall be converted by the Company at any time that (a) the Company has filed a registration statement with the SEC and such registration statement has been declared effective, (b) the market capitalization of the Company is greater than $20,000,000 for ten consecutive trading days based on the daily volume weighted average price (c) the average daily trading volume for the ten consecutive trading days is greater than 20,000 shares of common stock and (d) the Company has consummated a subsequent financing resulting in gross proceeds of at least $5,000,000. The convertible note agreements include various covenants with which the Company must comply, including a restriction on the issuance of new debt or securities without a majority approval of the note holders. The senior debentures are secured by a second lien on substantially all of Partner’s assets. Pursuant to a registration rights agreement with these purchasers, Cybergy was required to file a shelf registration statement for the resale of the common stock issuable upon conversion of the convertible debentures and the Additional Shares issued to the convertible note purchasers by December 3, 2014. Should the Company fail to file by that date, there is a monthly penalty, equal to 1.0% of the aggregate purchase price of the convertible debentures (not to exceed 20%). As a result of the anticipated timing of the filing, the holders will be due a 5% fee. Included in Other accrued liabilities as of December 2014, is $71,000 related to this liability. Acquisition Notes In connection with the EPA, Partners issued three types of notes to the Member: · First notes in the original amount of $1,800,000. The notes bear interest at an annual rate of 5% and are payable monthly in the amount of $34,000 based on a sixty (60) month amortization schedule with any unpaid principal and interest due January 31, 2017. · Promissory notes in the amount of $2,500,000. The notes bear interest at an annual rate of 10% and the outstanding principal balance, together with accrued interest are payable directly out of funding received subsequent to the closing date until the Promissory notes and accrued interest have been paid in full on or before March 1, 2015. · Earn-Out Notes due Member having an original aggregate principal amount of $1,860,000 ($930,000 each) and are subject to an Annual Earn-Out Adjustment. The amounts due on March 31, 2015 and April 30, 2016 respectively are based on a comparison of (x) Gross Profit % for the year ended December 31, 2013 to (y) the Gross Profit % for each of the years ended December 31, 2014 and December 31, 2015. If New West’s Gross Profit % for each of 2014 and 2015 is greater or lesser than the Gross Profit % for 2013, then there will be an Annual Earn-Out Adjustment, up or down based on the product of (x) $930,000 multiplied by (y) either (1) the positive percentage by which Gross Profit % for the applicable year exceeds Gross Profit % for 2013, or (2) the negative percentage by which Gross Profit % for the applicable year is less than the Gross Profit % for 2013. In conjunction with the allocation of the purchase price of New West, the Earn-Out notes were recorded at their estimated fair value based upon Management’s estimate of the applicable Gross Profit % and an appropriate discount factor. Management evaluates the estimate at the end of each quarter and any change in the fair value of the earn-out notes will be recognized in other expense. The Acquisition Notes are secured by the common and Series C preferred shares of Cybergy owned by the CEO and CTO of the Company. As a result of the Member litigation (See Note L), we stopped making payments on the First notes as of September 1, 2014, and all due dates, and the call or put options are suspended pending the outcome of the case. Future maturities of long-term debt for each of the next four years are as follows: Long-term debt, excluding Acquisition Notes Acquisition Notes (1) Total 2015 $ 1,057,000 $ 3,800,000 $ 4,857,000 2016 2,552,000 1,834,000 4,386,000 2017 17,000 - 17,000 2018 10,000 - 10,000 Total maturities 3,636,000 5,634,000 9,270,000 Less discount (1,309,000 ) - (1,309,000 ) Total long-term debt $ 2,327,000 $ 5,634,000 $ 7,961,000 _______________ (1) As a result of the Member litigation (See Note L), all due dates are suspended pending the outcome of the case. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
NOTE J - DERIVATIVE LIABILITIES | The Company applies the applicable accounting provisions for the accounting of the valuation of the embedded derivatives in our convertible debentures, warrants and put option. Accordingly, we recorded a derivative liability equal to the estimated fair value of the various features in 2014 with a corresponding discount to the underlying financial instruments issued. The liability is adjusted quarterly to the estimated fair value based upon then current market conditions. The Company records the change in the estimated fair value of the liability as an adjustment to other income or expense. We utilize historical volatility over a period generally commensurate with the remaining contractual term of the underlying financial instruments and uses daily intervals for price observations. Derivative liabilities consisted of the following at: July 3, 2015 December 31, 2014 Related to senior secured convertible notes, short term $ 10,401,000 $ 53,834,000 Related to warrants, short term - - Total short-term 10,401,000 53,834,000 Related to put option 15,009,000 238,679,000 Related to senior secured convertible notes, long term - 135,872,000 Related to warrants 1,047,000 15,633,000 Total long-term 16,056,000 390,184,000 Total derivative liability $ 26,457,000 $ 444,018,000 The following assumptions were utilized: July 3, 2015 December 31, 2014 Average expected volatility - debt 23.09% to 38.77% 30.19 % to 34.76% Average expected volatility - warrants 37.06% to 37.07% 37.92% to 38.05% Average expected volatility - put option 37.32% 35.47% Remaining expected term of the underlying securities - notes 10 days to 9.8 months 6 to 15.8 months Remaining expected term of the underlying securities - warrants 4.2 years 4.8 years Remaining expected term of the put option 2.5 years 3.0 years Average risk free rate - debt 0.02% to 0.22% 0.12% to 0.38% Average risk free rate - warrants 1.57% 1.63% Average risk free rate - put option 2.63% 2.47 % Expected dividend rate -0-% -0-% Closing price per share of common stock $ 0.18 $ 2.40 Exercise price of warrants per share of common stock $ 0.0218 $ 0.0218 | The Company applies the applicable accounting provisions for the accounting of the valuation of the embedded derivatives in our convertible debentures, warrants and put option. Accordingly, we recorded a derivative liability equal to the estimated fair value of the various features in 2014 with a corresponding discount to the underlying financial instruments issued. The liability is adjusted quarterly to the estimated fair value based upon then current market conditions. The Company records the change in the estimated fair value of the liability as an adjustment to other expense. The Company utilizes historical volatility over a period generally commensurate with the remaining contractual term of the underlying financial instruments and uses daily intervals for price observations. Derivative liabilities consisted of the following at December 31, 2014: Related to EPA notes, short term $ (53,834,000 ) Related to put option (238,679,000 ) Related to Follow-on notes (135,872,000 ) Related to Warrants (15,633,000 ) Total long-term (390,184,000 ) Total derivative liability $ (444,018,000 ) At December 31, 2014, the following assumptions were utilized: Average expected volatility - debt 30.19% to 34.76 % Average expected volatility - warrants 37.92% to 38.05 % Average expected volatility – put option 35.47 % Remaining expected term of the underlying securities - notes 15.8 months Remaining expected term of the underlying securities - warrants 4.8 years Remaining expected tern of the put option 3.0 years Average risk free interest rate – debt 0.12% to 0.38 % Average risk free interest rate – warrants 1.63 % Average risk free interest rate – put option 2.47 % Expected dividend rate - Closing price per share of common stock $ 2.40 Exercise price of warrants per share of common stock $ .0218 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
NOTE K - INCOME TAXES | As of July 3, 2015 and December 31, 2014, the Company has established a valuation allowance of $6,921,000 and $4,616,000, respectively, against our net deferred tax assets. As of July 3, 2015, the Company has estimated state and federal net operating loss carry forwards of approximately $17,600,000 expiring in 2033 through 2035. Under the Internal Revenue Code ("IRC") Section 382, annual use of our net operating loss carryforwards to offset taxable income may be limited based on cumulative changes in ownership. We have not completed an analysis to determine whether any such limitations have been triggered as of July 3, 2015. Income tax expense attributable to income from operations for 2015 differed from the amount computed by applying the U.S. federal income tax rate of 34% to pretax loss from operations primarily as a result of state tax credit, nontaxable fair value of derivative liabilities, and the increase in the valuation allowance. Income tax expense attributable to income from operations for 2014 differed from the amount computed by applying the U.S. federal income tax rate of 34% to pretax loss from operations primarily as a result of state tax credit, the release of Partners valuation allowance related to its 2013 net operating loss carry forward, and nondeductible acquisition costs. | Income tax expense attributable to income from operations for 2014 differed from the amount computed by applying the U.S. federal income tax rate of 34% to pretax loss from operations primarily as a result of state tax credit, and fair value of derivative liabilities. % Tax credit computed at the federal statutory rate (34.0 ) State tax credit, net of federal tax benefit (5.3 ) Fair value of derivative liabilities 36.4 Other 3.4 Effective rate (0.5 ) In 2013, New West was a single-member limited liability company and elected to be taxed as an S corporation. As a result of the EPA, New West lost its S corporation election status on January 1, 2014. The Company's temporary differences resulted primarily from contract receivables, accounts payable, accrued liabilities, and depreciation, amortization methods, and net operating loss carryforwards. The components of income tax expense (benefit) reflected in the Consolidated Statements of Operations are as follows for the years ended December 31, 2014 and period ended 2013: Deferred: Federal $ (897,000 ) $ - State and local (140,000 ) - Total income tax benefit $ (1,037,000 ) $ - The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below as of December 31, 2014 and 2013: 2014 2013 Deferred Tax: Current: Vacation accrual $ 87,000 $ - Earn out adjustment 80,000 - Change in entity tax status (79,000 ) - Debt discount (27,000 ) - Valuation allowance (61,000 ) - Net current deferred asset - - Long term: Deferred rent 94,000 - Accrued compensation 95,000 - Earn out adjustment 35,000 - Non-qualified stock options 9,000 - Net operating loss carryforward 5,875,000 211,000 Debt discount (488,000 ) - Change in entity tax status (159,000 ) - Intangible assets (713,000 ) - Property and equipment (193,000 ) - Valuation allowance (4,555,000 ) (211,000 ) Net long term deferred liability - - Net deferred tax $ - $ - As of December 2014, the Company has estimated state and federal net operating loss carry forwards of approximately $14,942,000 expiring in 2033 and 2034. Under the Internal Revenue Code (“IRC”) Section 382, annual use of our net operating loss carryforwards to offset taxable income may be limited based on cumulative changes in ownership. We have not completed an analysis to determine whether any such limitations have been triggered as of December 2014. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 2014, the Company made no provisions for interest or penalties related to uncertain tax positions. The tax years 2010 through 2014 remain open to examination by the Internal Revenue Service of the United States. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
NOTE L - COMMITMENTS AND CONTINGENCIES | Except as discussed in our Annual Report on Form 10-K for the year ended December 31, 2014, the Company is not currently a party to any material litigation. Except as discussed in Note C and Note J, there has been no change in the status of the litigation as discussed in our Annual Report on Form 10-K for the year ended December 31, 2014. | Except as discussed below, the Company is not currently a party to any material litigation; however in the ordinary course of our business the Company is periodically threatened with or named as a defendant in various lawsuits or actions. The principal risks that the Company insures against, subject to and upon the terms and conditions of various insurance policies, are workersÂ’ compensation, general liability, automobile liability, property damage, professional liability, employee benefits liability, errors and omissions, employment practices, fiduciary liability, fidelity losses and director and officer liability. Under the organizational documents, the CompanyÂ’s directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. The Company also has an insurance policy for our directors and officers to insure them against liabilities arising from the performance of their positions with the Company or its subsidiaries. In September 2014, Partners filed a complaint in the U.S. District Court of Delaware alleging breach of warranties and covenants in the EPA by the Member, and the breach of fiduciary duty as an officer and director (related primarily to the MemberÂ’s non-compete). As of the date the complaint was filed, all payments of principal and interest, and other costs due and owing to the Member by Partners were current, however, we have suspended any additional amounts due pending resolution of the litigation. In November 2014, the Member filed counterclaims under the EPA. Partners has filed an Amended Complaint, and an Answer to the Counterclaims, denying any and all liability. Partners is not yet able to determine the value of its claims or the MemberÂ’s counterclaims. The matter is being vigorously litigated, and no trial date has been determined. In October 2014, a former employee filed a claim with the American Arbitration Association, alleging wrongful termination and a dispute regarding his individually-negotiated employment agreement, which was terminated by Partners on May 13, 2014. The parties previously tried to reach a settlement during mediation in July 2014. The Company denies any and all liability in this claim. In January 2015, Partners filed an Answer and Counterclaim under his Employment Agreement, Nondisclosure Agreement, and the Employee Handbook alleging counterclaims related to self-dealing, falsification of time records, false expense reimbursements, and disclosing proprietary and other private information to improper parties. An arbitration date has not yet been determined. The Company believes that its defense of the original claim will demonstrate Partners acted within its rights to terminate, and that PartnersÂ’ counterclaims are expected to result in a favorable judgment. The Company is a party to an arbitration involving a claim by a former investment banker which had performed certain work for Partners. The amounts claimed are unclear, and, pursuant to the arbitration agreement between the parties, the matter must first be mediated before arbitration can commence. Assuming the matter is not resolved in mediation, Partners will defend the arbitration on the grounds that the services for which it is claiming compensation were not performed, and deceived Partners with respect to the services it was providing or could provide, and that it may need to refund certain compensation to Partners. In August 2014, a former employee of Partners alleged that he was wrongfully terminated from employment and that Partners breached an "employment contract" he has with the Company. The employee has not yet claimed an amount, although his employment agreement stipulates one year severance. Partners is seeking an out of court settlement. Management has determined that no loss is probable related to these actions and is unable to determine a reasonable range of potential loss as of April 2015. Operating Leases The Company has entered into leases for office space and equipment, with remaining terms through 2020. Rent expense for 2014 and 2013 was $758,000 and $-0-, respectively. Future minimum lease payments under these leases for each of the next five years and thereafter are as follows: 2015 $ 753,000 2016 720,000 2017 569,000 2018 436,000 2019 449,000 Thereafter 151,000 Total $ 3,078,000 Operating Agreements The Company has entered into an agreement to provide communication services with minimum monthly payments of $8,000 through September 2016. Employment Agreements The CEOÂ’s employment agreement was effective as of June 1, 2014 and continuing until June 1, 2017 or his death, disability, dismissal (for or without cause), change of control or resignation. The Company may terminate his employment at any time by giving at least ninety(90) daysÂ’ prior notice and he will be entitled, after execution of our standard form release agreement, to a severance payment in the amount equal to three monthsÂ’ salary plus one year of his annual base salary, any unpaid bonus, vacation, and any amounts due under the EPA. The CFOÂ’s employment agreement was effective as of November 1, 2014 and continuing until November 1, 2017 or his death, disability, dismissal (for or without cause), change of control or resignation. The Company may terminate his employment at any time by giving at least ninety(90) daysÂ’ prior notice and he will be entitled, after execution of our standard form release agreement, to a severance payment in the amount equal to three monthsÂ’ salary. Should there be a sale of the Company that results in the termination of his employment or a material adverse change in his duties and responsibilities, he will be entitled to a lump-sum payment of one times the amount of his annual base salary; and lump-sum payment equal to twelve months of his health and welfare benefit costs, grossed up, to cover twelve months of COBRA payments. |
Stockholders Equity
Stockholders Equity | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
NOTE M - STOCKHOLDERS' EQUITY | In conjunction with the repayment and pending sale of the remaining EPA note, the holder will return 1,267,200 shares of Series C preferred stock upon closing. Additionally 1,139,200 shares of Series C preferred stock previously underlying the conversion feature in the $500,000 of convertible debentures repaid are no longer issuable, however, the shares remain eligible for registration under a registration rights agreement. In May 2015, the holder of the $140,000 promissory note converted the note into 140,000 shares of our Series C preferred stock. In April and May 2015, the Company sold 1,215,000 shares of its Series C preferred stock for $1.00 per share. In conjunction with the issuance of the Promissory Note in April 2015, the note holder received warrants to purchase 363,636 shares of common stock, exercisable for a period of 5 years from issue date, at an exercise price of $.41 per share and allow for cashless exercise. On May 1st, the holder exercised the warrant in a cashless manner for 280,345 shares of restricted common stock. Additionally, the financial advisor received warrants to purchase 5,952 shares of common stock, exercisable for a period of 5 years from issue date, at an exercise price of $1.85 (110% of the closing share price) per share and allow for cashless exercise. The equity value of the warrants was initially valued at $213,000. In connection with the settlement discussed in Note C, the Member will cancel a portion of the 15,451,258 shares of our Series C preferred stock owned. The preferred stock is convertible into 154,512,580 shares of common stock which represents just less than 24% of our fully diluted common shares. For example, using the closing price of August 1, 2015 to approximate market value, we would cancel approximately 128,863,000 shares of common equivalents or approximately 20% of our current fully diluted common shares. ShareBased Compensation Plan Compensation expense included in the consolidated condensed statements of operations was $62,000 and $9,000 for the six months ended July 3, 2015 and June 30, 2014, respectively, and $49,000 and $8,000 for the three months ended July 3, 2015 and June 30, 2014, respectively is included in selling, general and administrative expenses. A summary of option activity at July 3, 2015, and changes during the six months then ended is presented below. Range of Exercise Price Stock Options Wgt. Avg. Exercise Price Wgt. Avg. Remaining Contractual Life (years) Wgt. Avg. Grant Date Fair Value Aggregate Intrinsic Value As of December 31, 2014 Outstanding $ 0.00008 17,779,862 $ 0.00008 9.25 $ 0.0045 $ 42,670,000 Vested and exercisable $ 0.00008 4,151,867 $ 0.00008 9.24 $ 0.0045 $ 9,964,000 Nonvested $ 0.00008 13,627,995 $ 0.00008 9.25 $ 0.0045 $ 32,706,000 Period Activity Issued 4,648,582 $ 0.39 $ 0.19 Exercised - - - Vested 2,437,758 $ 0.00008 $ 0.0045 Forfeited - - - Expired - - - As of July 3, 2015 Outstanding $ 0.00008 $ 2.40 22,428,444 $ 0.081 9.00 $ 0.0437 $ 3,199,000 Vested and exercisable $ 0.00008 6,589,625 $ 0.00008 8.75 $ 0.0045 $ 1,186,000 Nonvested $ 0.00008 $ 2.40 15,838,819 $ 0.115 9.11 $ 0.0600 $ 2,013,000 Assumptions: 2015 Expected Volatility 43.01% to 50.14 % Weighted-Average Volatility 43.74 % Expected Dividends -0- % Expected Term (years) 6.5 Risk-Free Rate 1.63%to1.96 % Total intrinsic value of options exercised $ - Total fair value of shares vested $ 1,186,000 Unrecognized compensation cost related to nonvested awards $ 870,000 Weighted-average period over which nonvested awards are expected to be recognized 2.8years | Cybergy’s authorized capital stock consists of 3,000,000,000 shares of common stock, $0.0001 par value per share and 250,001,000 shares of preferred stock, par value $0.0001 per share, consisting of 1,000 shares of Series B Convertible preferred stock and 250,000,000 shares of Series C Convertible preferred stock. Each share of the Series C Convertible preferred stock is convertible into 10 shares of our common stock. The Company has issued 20,520,229 shares of common stock, 1,000 shares of Series B preferred stock, and 52,378,436 shares of Series C preferred stock as of December 2014. Prior to the consummation of the transactions contemplated by the Merger Agreement, there were 20,420,229 shares of MKHD common stock issued and outstanding and 242,172,355 of MKHD Series A preferred stock, which were converted into Series C Convertible preferred stock and cancelled. Prior to the Merger, Partners had 3,256,444 shares of common stock outstanding and 10,000 shares of Series A preferred stock, which were cancelled prior to the merger. At the Effective Time of the Merger: · Each issued and outstanding share of the MKHD common stock remained issued and outstanding; · Each issued and outstanding share of MKHD’s Series A preferred stock was converted into 0.2 shares of Series C preferred stock and the Series A preferred stock were cancelled. · Each share of Partners common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time was converted automatically into 14.20 shares of the Series C preferred stock (the “Merger Consideration”), subject to dilution based upon the final amount of convertible debentures issued in conjunction with the Merger. After adjustment for the issuance of the Follow-on notes, the final conversion ratio was approximately 12.13. All convertible debentures issued by Partners were amended, by their terms, and are convertible into Series C preferred stock. Cybergy also issued 1,000 shares of Series B preferred stock to one of the Company’s officers for his approval of the Merger. On December 5, 2014, Cybergy declared a reverse 1:10 split of its common stock which was effective December 22, 2014. All convertible amounts in any debt or warrant instruments were automatically adjusted. In September and October, we issued 2,356,594 shares of our Series C preferred stock primarily related to advisory services performed in connection with merger, legal services and settlement of debt. In March 2015, we cancelled 50,000 issued shares related to the termination of a services agreement. These shares were reflected as issued, but not outstanding in the December 2014 consolidated balance sheet. The following table reflects our outstanding securities, assuming conversion of the debentures, exercise of warrants and issued stock options, reflected in common shares, as if outstanding at December 31, 2014: Common shares of Cybergy issued 20,520,229 Shares issuable upon conversion of convertible debentures 80,313,600 Series C preferred stock: Additional shares issued with convertible debentures 82,873,600 Shares issued to Partners common stock shareholders 368,910,305 Shares issued to MKHD Series A preferred shareholders 48,434,471 Shares issued to consultants 23,565,940 Warrants 7,063,775 Unvested stock option grants 17,779,862 Total 649,461,782 Series B Preferred Stock So long as any shares of Series B preferred stock remain outstanding: (i) the holders of shares of Series B preferred stock shall be entitled, voting separately as a single class, to elect three (3) directors of the Company. So long as any shares of Series B preferred stock remain outstanding, the Company shall not, without first obtaining the approval of the holders of at least two-thirds of the then outstanding shares of Series B preferred stock voting together as a single class, undertake any action (whether by amendment of the Company’s Certificate of Incorporation or Bylaws or otherwise, and whether in a single transaction or a class of related transactions) that approves or effects any of the following transactions involving the Company or any of its subsidiaries: · alter or change the rights, preferences or privileges of the shares of Series B preferred stock or creates, whether by merger, consolidation, reclassification or otherwise, any new class or class of shares having rights, preferences or privileges senior to or on a parity with shares of the Series B preferred stock; · repurchase any equity security (except with respect to shares of the Series B preferred stock); · effect a recapitalization, reclassification, split-off, spin-off or bankruptcy of the Company or any of its subsidiaries; · effect any Liquidation; · increase or decrease the authorized size of the Board or any committee thereof or create any new committee of the Board of the Company or any of its subsidiaries; · appoint or change the auditors of the Company or any of its subsidiaries; · propose to amend or waive any provision of the Company’s or any of its subsidiaries’ constitutional documents. Series C Convertible Preferred Stock The Series C Convertible preferred stock, upon liquidation, winding-up or dissolution of the Corporation, ranks on parity, in all respects, with all the common stock, except for sharing in the earnings of the Company. Each share of Series C preferred stock is convertible into 10 shares of our common stock. Warrants In conjunction with the issuance of the Follow-on notes, we issued 656,202 warrants for Series C Preferred Shares of the Company to the lead placement agent and financial advisor. The warrants expire five years from issue date and have an exercise price of $0.218 per share of Series C preferred stock, subject to adjustment of any Anti-dilution and Price Protection Provisions (including “down-round” provisions). The warrants are exercisable into 6,562,020 shares of common stock. The derivative liability associated with the warrants is $15,630,000 at December 2014. Additionally, we assumed certain warrants of MKHD exercisable into 501,755 shares of common stock at an exercise price of $5.00 per share. Put/Call Agreement with Member of New West The Put - a) the mutually agreed fair market value of the shares at the time of such exercise, or b) in the absence of an agreement as to fair market value per a), then five (5) times the Adjusted EBITDA (as defined in the EPA) for the calendar year immediately prior to the date of the Put Option. At the option of Member, the Put Option will accelerate and become exercisable prior to the First Exercise Date upon the occurrence of any of the following: a) a material breach by the Company of any covenant or agreement under the EPA; and such breach is not cured within the applicable notice and cure period; or b) until all Promissory Notes due to Member have been paid in full; or c) the removal of Member as a director of Partners for any reason other than for Cause. The Put Option rights will terminate upon the occurrence of any of the following: a) A material breach by Member of any covenant or agreement under the EPA and such breach is not cured within the applicable notice and cure period; or b) upon the date that: i. The Company has filed a registration statement with the SEC and such registration statement has been declared effective, ii. the market capitalization of the Company is greater than $20,000,000 for ten consecutive trading days based on the daily variable weighted average price; and iii. the average daily trading volume for the ten consecutive trading days is greater than $200,000 based on the daily variable weighted average price. The Call - a) The mutually agreed fair market value of the Call Units at the time of such exercise, or b) in the absence of an agreement as to fair market value per a), then five (5) times Adjusted EBITDA, or c) the price received by the Company for such Call Units if sold or transferred within twelve (12) months of the Call Closing Date (provided, however, that "transferred" shall not include the pledge after the Call Units as security for a loan, unless and until the pledge is enforced by the pledgee). The date of the closing for the Call (the "Call Closing Date") shall be no earlier than 30 days, nor later than 90 days, after delivery of the Call Notice. The intention of the parties is that the Call Notice shall be binding on the Member as to all equity of the Company issued to Member on the Effective Date so that upon completion of the "call" process the Member will not be the beneficial owner of any of the equity of the Company. Subsequent to the merger, we evaluated the derivative features of the Put option and measured it at fair value. The derivative liability associated with the Put is $238,679,000 at December 2014 and is included in Derivative liability, long term with an offset to Paid in capital. Share-Based Compensation Plan In November 2014, the shareholders of Cybergy approved the Cybergy Holdings, Inc. Stock Plan (“2014 Stock Plan”). The purpose of the 2014 Stock Plan is to: (i) promote the interests of the Company and its stockholders by strengthening Cybergy’s ability to attract, motivate and retain employees, officers, consultants and members of the Board of directors; (ii) furnish incentives to individuals chosen to receive awards of Cybergy’s common stock under the plan because they are considered capable of responding by improving operations and increasing profits or otherwise adding value to Cybergy; and (iii) provide a means to encourage stock ownership and proprietary interest in Cybergy to valued employees, members of the Board of directors and consultants upon whose judgment, initiative, and efforts the continued financial success and growth of our business largely depend. The shares of common stock to be delivered under the 2014 Stock Plan will be made available, at the discretion of the Board of directors or the compensation committee thereof, either from authorized but unissued common stock or from previously issued common stock reacquired by the Company, including shares of common stock purchased on the open market. To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock hereunder, such shares shall again be available for issuance under the 2014 Stock Plan. The aggregate number of shares that may be issued, transferred or exercised pursuant to awards under the 2014 Stock Plan is 72,769,000 of our common stock. Awards may be granted to employees, directors and consultants of the Company or any of its subsidiaries in the sole discretion of the compensation committee. In determining the persons to whom awards shall be granted and the type of award, the committee shall take into account such factors as the committee shall deem relevant in connection with accomplishing the purposes of the 2014 Stock Plan. The term of each option shall be determined by the compensation committee but shall not exceed 10 years. Unless otherwise specified in an option agreement, options shall vest and become exercisable on the following schedule: 1/3 on the first anniversary of the Grant Date, 8.333% at the end of each quarter beginning on the six month anniversary of the Grant Date. Each option shall be designated as an incentive stock option (“ISO”) or a non-qualified option (“NQO”). The exercise price of an ISO shall not be less than the fair market value of the stock covered by the ISO at the grant date; provided, however, the exercise price of an ISO granted to any person who owns, directly or indirectly, stock of the Company constituting more than 10% of the total combined voting power of all classes of outstanding stock of the Company or of any affiliate of the Company, shall not be less than 110% of such fair market value. The fair value of each option award is estimated on the date of grant using a Black-Scholes option pricing model that uses the assumptions noted in the following table. Because this option valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed below. The Company bases the estimate of expected volatility on the historical volatility of similar entities whose share prices are publicly available. We will continue to consider the volatilities of those entities unless circumstances change such that the identified entities are no longer similar to the Company or until there is sufficient information available to utilize the Company’s own stock volatility. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company expects to use historical data to estimate employee termination within the valuation model; separate groups of employees that have similar historical termination behavior are considered separately for valuation purposes. The Company has elected to utilize the following “simplified” method for estimating expected term: ((vesting term + original contractual term) / 2). More detailed information about exercise behavior will, over time, become readily available to us. As such, this simplified method will be used for share option grants until more detailed information is available. We believe these estimates and assumptions are reasonable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. Compensation expense included in the consolidated statements of operations was $23,000 in 2014 and is included in selling, general and administrative expenses. A summary of option activity at December 31, 2014, and changes during the year then ended is presented below. Exercise Price Stock Options Wgt. Avg. Exercise Price Wgt. Avg. Remaining Contractual Life (years) Wgt. Avg. Grant Date Fair Value Aggregate Intrinsic Value 2014 Activity Issued 23,237,528 $ 0.00008 - $ 0.0045 - Exercised - - - - - Forfeited 5,457,666 $ 0.00008 - $ 0.0045 - Expired - - - - - As of December 2014 Outstanding $ 0.00008 17,779,862 $ 0.00008 9.25 $ 0.0045 $ 42,670,000 Vested and exercisable $ 0.00008 4,151,867 $ 0.00008 9.24 $ 0.0045 $ 9,964,000 Nonvested $ 0.00008 13,627,995 $ 0.00008 9.25 $ 0.0045 $ 32,706,000 Assumptions: 2014 Expected Volatility 35.89 % Weighted-Average Volatility 35.89 % Expected Dividends $ - Expected Term (years) 6.5 Risk-Free Rate 0.75% to 0.79 % Total intrinsic value of options exercised $ - Total fair value of shares vested $ 9,964,000 Unrecognized compensation cost related to non-vested awards $ 59,000 Weighted-average period over which non-vested awards are expected to be recognized 2.25 In January 2015, the Board of Directors granted 83,333 incentive stock options to Wyly Wade, Director and Chief Technical Officer at an exercise price of $2.40, the closing price of our stock on the grant date. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE N - RELATED PARTY TRANSACTIONS | The Company had a related party note receivable which represented amounts owed by Tribal Tech LLC to the Company. The note accrued interest at 3% per annum and was paid in full in September 2014. Related party payables represent amounts due to the 49% owner in the JV at December 2014 for subcontract labor and other costs related to a U.S. Department of Energy contract. During 2013, the Company borrowed $80,000 from the family of a shareholder and Board member. The amount was paid in full in October 2014. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
NOTE O - EMPLOYEE BENEFIT PLAN | The Company has adopted a 401(k) plan (the Plan) for the benefit of all eligible employees of the Company, as defined in the Plan Agreement. Qualified nonelective contributions or discretionary contributions may be made at the Company's discretion. The Company expensed $93,000 and $150,000 for the six months ended July 3, 2015 and June 30, 2014, respectively, and $46,000 and $80,000 for the three months ended July 3, 2015 and June 30, 2014, respectively, related to matching contributions to the Plan. | The Company has adopted a 401(k) plan (the Plan) for the benefit of all eligible employees of the Company, as defined in the Plan Agreement. The Plan allows participants to make pretax contributions limited to amounts established by tax laws. The employee contributions and earnings thereon are always 100% vested, and the employersÂ’ match, if made, vests ratably over a three-year period. Employees are eligible to participate in the Plan in the first month after turning age 21 and upon completion of three months of full time service or at least 1,000 hours of service for part-time participants. The Plan allows for hardship withdrawals and loans from participant accounts. All amounts contributed to the Plan are deposited into a trust fund administered by independent trustees. Qualified non-elective contributions or discretionary contributions may be made at the Company's discretion. The Company contributed $250,000 to the Plan in 2014. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
NOTE P - FAIR VALUE MEASUREMENTS | The accounting standard for fair value measurements defines fair value, and establishes a market based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value. The fair value hierarchy established in the standard prioritizes the inputs used in valuation techniques into three levels as follows: Level 1 – Observable inputs – quoted prices in active markets for identical assets and liabilities; Level 2 – Observable inputs other than the quoted prices in active markets for identical assets and liabilities – includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets, for substantially the full term of the financial instrument; and; Level 3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of July 3, 2015 and December 31, 2014 and the level they fall within the fair value hierarchy: Amounts Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy July 3, 2015 December 31, 2014 Derivative liability - note, redeemable common stock, and warrant bifurcation Derivative liability – current and long-term Level 3 $ 11,448,000 $ 205,339,000 Put option derivative liability Derivative liability – long-term Level 3 $ 15,009,000 $ 238,679,000 | The accounting standard for fair value measurements defines fair value, and establishes a market-based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value. The fair value hierarchy established in the standard prioritizes the inputs used in valuation techniques into three levels as follows: Level 1 – Observable inputs – quoted prices in active markets for identical assets and liabilities; Level 2 – Observable inputs other than the quoted prices in active markets for identical assets and liabilities – includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets, for substantially the full term of the financial instrument; and Level 3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 2014 and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy Amount Derivative liability - note, redeemable common stock, and warrant bifurcation Derivative liability – current and long-term Level 3 $ 205,339,000 Put option derivative liability Derivative liability – long-term Level 3 $ 238,679,000 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE Q - ACQUISITION | Under the EPA, Partners purchased all the assets and liabilities of New West for a purchase price of approximately $7.4 million, as adjusted based on certain earn-out provisions in 2014 and 2015. The purchase price consisted of $500,000 in cash paid at closing, $4,300,000 in Member carried notes, earn-out notes having an original aggregate principal amount of $1,860,000, and 1,274,000 shares of Partners pre-merger common stock valued at $0.55 per share. In conjunction with the acquisition, Partners issued $1,000,000 of Senior Secured Convertible Debentures. The allocation of the purchase price recorded was determined by us considering the results of an independent valuation. Asset category Estimated Fair Value Current assets $ 4,728,000 Other assets 911,000 Non-interest bearing liabilities (2,735,000 ) Interest bearing liabilities assumed (643,000 ) Trademark and trade name 217,000 Non-Compete Agreements 1,512,000 Backlog 3,000 Customer Relationships – Existing 831,000 Goodwill 2,552,000 Purchase price $ 7,376,000 The fair value of the assets acquired and liabilities assumed were measured using the cost and income approach, which are level 3 inputs. Supplemental unaudited pro forma information Included in the consolidated statement of operations for 2014 are revenues and operating loss of $32,011,000 and $1,690,000, respectively, of New West, Primetrix and the JV. Revenue and earnings for the year ended December 2013 represents historical information as if the acquisition had been consummated on January 1, 2013. Pro forma December 31, 2013 Contract revenue $ 35,490,000 Gross profit $ 7,586,000 Net (loss) $ (3,590,000 ) |
Subsequent Event
Subsequent Event | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
NOTE R - SUBSEQUENT EVENT | In August 2015, the Company and several of its stockholders and directors were notified of a claim by an investor and his company alleging breach of contract, fraudulent and negligent misrepresentation, conversion and related claims concerning an agreement to purchase certain shares of the Company’s Series C preferred stock. The plaintiffs are seeking damages in excess of $75,000, treble damages, and other relief. The lawsuit has just been filed and an investigation of the matter is not completed. At this time, the Company believes that the lawsuit does not have merit, and it will vigorously defend the matter. In July 2015, the amounts due to the creditor under the legal dispute recorded in Other accrued liabilities agreed to a forbearance on the payments due. Monthly payments of $17,000 for March through September were deferred. Beginning in October, the Company will be required to pay ½ of the monthly amount through May 2016. All deferred amounts will bear interest at 12% annual interest. The due date was extended until September 2017. In a transaction, dated September 18, 2015, but effective September 1, 2015, the Company sold an additional $500,000 of Senior Secured Convertible Notes to an investor. In connection with the sale of the Note, in lieu of Additional Shares of Series C preferred stock, the Company issued the investor 1,139,200 shares of the Company’s common stock and warrants to purchase 22,784,000 shares of the Company’s common stock at $0.10 per share before the fifth anniversary of the issuance of the Warrants. On September 18, 2015, the Company filed with the State of Nevada an amendment of its Certificate of Designation for its Series C preferred stock approved by its Board of Directors and the holders of the majority of the shares of Series C preferred stock. Until the first anniversary of the effectiveness of this Registration Statement on Form S-1, the holders of the Company’s convertible preferred stock will not directly or indirectly, convert, offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of the Company’s convertible preferred stock. | In March 2015, the Company issued a Promissory Note in the amount of $140,000 to a Director of the Company. The note accrues interest at prime plus 5% (8.25% at March 2015) and is due on earlier of: (i) June 30, 2015, or (ii) the closing of an equity or debt financing with gross proceeds to the Company of not less than $1,000,000. In May 2015, the holder converted the note in to 140,000 shares of our Series C preferred stock. In April 28, 2015 (“issue date”), the Company issued a Promissory Note in the amount of $705,000. The note includes an original issue discount of up to $200,000 with an effective interest rate of approximately 80% and is due October 28, 2015. If the note is paid within 90 days of the issue date, the amount due is $605,000. If the note is paid within 135 days of the issue date, the amount due is $655,000. After 135 days of the issue date, the amount due is $705,000. In conjunction with the issuance of the Promissory Note, the note holder received warrants to purchase 363,636 shares of common stock, exercisable for a period of 5 years from issue date, at an exercise price of $.41 per share and will allow for cashless exercise. On May 1st, the holder exercised the warrant in a cashless manner for 280,345 shares of restricted common stock. The Company and the holder of the EPA note entered into an agreement whereby the Company would prepay the EPA note and the Holder would cancel the related Additional shares for the initial value paid of up to $1,000,000. In April and May 2015, we repaid $359,000 of the EPA note. In April and May 2015, the Company sold 1,180,000 shares of its Series C preferred stock for $1.00 per share. On May 8, 2015, the Company and the Member agreed to a settlement on the litigation initiated in September 2014. Under the terms of the agreement, the Company has agreed to establish an ESOP for its employees before December 1, 2015. The ESOP will purchase from the Member that amount of Cybergy stock equal to a current market value of $2,565,000. The remainder of the Cybergy stock owned by the Member will be canceled. All other amounts owed by the Company to the Member will be discharged and the Put option will be cancelled. The Company is assessing the financial impact of the settlement. The Company currently has short term debt and accrued interest of approximately $4,309,000 and long term debt of $1,898,000 due to the Member. Upon settlement, these amounts and any additional accrued interest will be removed from the Company’s books and replaced with the debt of the ESOP of $2,565,000. Additionally, the Company currently has a derivative liability accrued of $179,226,000 related to the Put option held by the Member. Any remaining derivative liability will also be eliminated upon the settlement. |
Summary Of Business And Signi25
Summary Of Business And Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Summary Of Business And Significant Accounting Policies Policies | ||
Organization | Reverse merger transaction On October 3, 2014, Cybergy Holdings, Inc. (“Cybergy”, “the Company”), formerly Mount Knowledge Holdings, Inc. (“MKHD”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MK Merger Acquisition Sub, Inc., a wholly-owned subsidiary of MKHD (“Merger Sub”), Access Alternative Group S.A., and Cybergy Partners, Inc. (“Partners”), providing for the merger of Merger Sub with and into Partners (the “Merger”), with Partners surviving the Merger as a wholly-owned subsidiary of MKHD. Pursuant to the Merger Agreement, the shareholders of Partners and MKHD initially exchanged shares in the respective companies for 88% and 12% ownership, respectively, of the surviving company. The Merger of Partners and MKHD, a non-operating public shell corporation, resulted in the owners and management of Partners obtaining actual and effective voting and operating control of the combined company. The Merger was treated as a public shell reverse acquisition and therefore treated as a capital transaction in substance, rather than a business combination. The historical financial statements of MKHD before the Merger were replaced with the historical financial statements of Partners before the Merger. As a result of the Merger, Cybergy acquired the business of Partners, and has continued the existing business operations of Partners. All share amounts have been converted to post-merger and post reverse split equivalents. | |
History | Cybergy, a Nevada corporation, is a holding company for our wholly-owned subsidiary, Cybergy Partners, Inc. Cybergy Partners, Inc. (previously Civergy, Inc.) was formed in 2013 to facilitate the acquisitions of New West Technologies, LLC (“New West”) and Cybergy Labs, LLC (formerly Bion Enterprises, LLC) (“Labs”). Partners is an operational-focused firm, committed to building a premier, full spectrum, assistance and advisory services and products provider to the federal government, state governments, and private clients through a disciplined execution of an organic growth and accretive acquisition strategy. Effective January 1, 2014, Partners entered into an Equity Purchase Agreement (the “EPA”) with the Member of New West. Under the EPA, Partners purchased all the assets, liabilities, and equity of New West for a purchase price of approximately $7.4 million. Additionally, Partners and Labs entered into a Share Exchange Agreement effective January 1, 2014, whereby Labs transferred all assets, liabilities and equity to Partners in exchange for 4,851,258 shares of Series C preferred stock. New West was formed in the state of Colorado in January 1998 as Heritage Technologies, LLC and was reorganized as New West Technologies, LLC in the state of Colorado in September 2004. New West provides technical, management, and analytical solutions in the areas of advanced transportation technology; engineering systems; environmental analysis; policy, regulatory and outreach support; program planning and evaluation; renewable energy systems; systems analysis and deployment; and Tribal development. During 2013, NWBSS, LLC (NWBSS) was formed as a limited liability company in the state of Colorado and was a wholly-owned subsidiary of New West. NWBSS did not have any activity during 2013. NWBSS was spun out as a wholly-owned subsidiary of Partners in September 2014 and changed its name to Primetrix. Primetrix is a business services provider designed to give organizations the edge they need when facing the demands of a dynamic and complex government contracting environment. Primetrix offers the opportunity for small and medium-sized businesses to leverage efficiencies of scale in back office support, streamlining operations, ensuring compliance with federal government regulations and guidelines, and providing the knowledge they need to make the best decisions for the health of their brands. New West-Energetics Joint Venture, LLC, formerly EnergyWorks Joint Venture, LLC (the “JV”), was organized in the state of Maryland in 2006. The JV was created by its members to bid on a specific procurement with the U.S. Department of Energy for technical, engineering, analytical, and management support services and was approved to do so by the U.S. Small Business Administration. New West owns 51% of the JV. Formed in 2011, Labs is a Software-as-a-Service (SaaS) firm, focused on four primary areas: intellectual property protection, business intelligence, workflow management, and fighting fraud. Labs’ flagship product, SmartFile, is a document tracking software – monitoring human interaction with their digital documents. Labs specializes in innovative solutions to critical problems, has expertise in grant proposal writing – for R&D grant funding, and is a technology accelerator with experience in business development in “Tech to Market” programs for the U.S. Federal Government and the commercial sector. In 2014, Labs expanded its scope to including other technologies focused on critical infrastructure solutions. | |
Reverse merger transaction | On October 3, 2014, Cybergy Holdings, Inc. ("Cybergy", "the Company"), formerly Mount Knowledge Holdings, Inc. ("MKHD"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with MK Merger Acquisition Sub, Inc., a wholly-owned subsidiary of MKHD ("Merger Sub"), Access Alternative Group S.A., and Cybergy Partners, Inc. ("Partners"), providing for the merger of Merger Sub with and into Partners (the "Merger"), with Partners surviving the Merger as a wholly-owned subsidiary of MKHD. Pursuant to the Merger Agreement, the shareholders of Partners and MKHD initially exchanged shares in the respective companies for 88% and 12% ownership, respectively, of the surviving company. The Merger of Partners and MKHD, a nonoperating public shell corporation, resulted in the owners and management of Partners obtaining actual and effective voting and operating control of the combined company. The Merger was treated as a public shell reverse acquisition and therefore treated as a capital transaction in substance, rather than a business combination. The historical financial statements of MKHD before the Merger were replaced with the historical financial statements of Partners before the Merger. As a result of the Merger, Cybergy acquired the business of Partners, and has continued the existing business operations of Partners. | |
Principles of Consolidation and Basis of Presentation | The accompanying unaudited consolidated condensed financial statements of Cybergy Holdings, Inc. ("Cybergy", "Company", "we", "us" or "our") have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The information reflects all normal and recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position of the Company and its results of operations for the interim periods set forth herein. The consolidated condensed balance sheet as of December 31, 2014 presented herein has been derived from the audited balance sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. Certain information and footnote disclosures, which are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The information reflects all normal and recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position of the Company and its results of operations for the interim periods set forth herein. The accompanying consolidated condensed financial statements include the accounts of Cybergy, its wholly-owned subsidiaries; Partners, New West, Primetrix, Labs, and its 51% owned New West Energetics Joint Venture, LLC ("JV"). All intercompany accounts and transactions have been eliminated in consolidation. In 2015, the Company changed from a calendar period end date to a "4/4/5 weekly" quarterly close cycle. The Company's fiscal periods ended on July 3, 2015 and June 30, 2014. The results for the three and six months ended July 3, 2015 are not necessarily indicative of the results to be expected for the full year or any other period. | The accompanying consolidated financial statements of Cybergy Holdings, Inc. (“Cybergy”, “Company”, “we”, “us” or “our”) have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information reflects all normal and recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position of the Company and its results of operations for the interim periods set forth herein. The accompanying consolidated financial statements for 2014 include the accounts of Cybergy, its wholly-owned subsidiaries; Partners, New West, Primetrix, Labs, and its 51% owned New West-Energetics Joint Venture, LLC (“JV”). The accompanying consolidated financial statements for 2013 include the accounts of Partners from inception in June 2013 and Labs from the date the entities were under common control in June 2013 to December 2013. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Our fiscal periods are referred to herein as 2014 and 2013. |
Going Concern | In 2014 and 2015, the Company had negative cash flow from operations due to declining gross margin, increased personnel costs as well as increased costs related to the acquisition and merger. The decline in gross margin was due primarily to the delay on the transition from our JV contract to the follow-on MOTS contract with the Department of Energy. We expect to incur additional operating losses for the year ending December 31, 2015. These circumstances raise substantial doubt about our ability to continue as a going concern. The Company does not currently believe that its existing cash resources are sufficient to meet its anticipated needs for the year ending December 31, 2015. We need to obtain significant additional capital resources in order to develop products and fund operations and make scheduled debt payments. The accompanying unaudited consolidated condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a history of recurring losses and had negative working capital at July 3, 2015. There can be no assurance that the Company will be successful in reducing its negative operating cash flows, and that such cash flows will be sufficient to sustain the Company's operations through 2015. Nor can there be any assurance that the Company can raise additional capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated condensed financial statements were prepared assuming that the Company is a going concern. The consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management's plans in regard to these matters are focused on managing its cash flow, the proper timing of its capital expenditures, and raising additional capital or financing in the future. In April and May 2015, the Company raised net proceeds of $1,788,000 from the sale of Series C preferred stock and short term bridge loans as more fully discussed in the following notes. $500,000 was used to repay a portion of the EPA note. Management believes the Company will need additional capital in 2015 of approximately $3.0 to $3.5 million to further fund operations and market expansion of the SmartFile software. The Company intends to cover its future operating expenses through additional financing from existing and prospective investors, revenue from existing and new contracts, revenue from potential grants and collaborative marketing agreements, as well as revenue from the commercialization of products and services. However, we may not be successful in obtaining funding from new or existing collaborative agreements or the commercialization of our products and services. Further, actual revenue may be less than forecasted. Additionally, we have engaged a financial advisor to raise capital through the sale of stock, issuance of convertible debt or asset based loans, which has a track record of successfully raising capital for hundreds of development stage to midcap scale companies. | In 2014, the company had negative cash flow from operations due to declining gross margin, increased personnel costs as well as M&A costs related to the acquisition and merger. The decline in gross margin was due primarily to the delay on the transition from our JV contract to the follow-on MOTS contract with the Department of Energy. Operating cash flow in 2015 remains negative due to the continued delay in the transition to the follow-on contract. We expect to incur additional operating losses for the year ending December 2015. The Company does not currently believe that its existing cash resources are sufficient to meet its anticipated needs for the year ending December 2015. We need to obtain significant additional capital resources in order to develop products and fund operations and make scheduled debt payments. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a history of recurring losses and had negative working capital at December 2014. There can be no assurance that the Company will be successful in reducing its negative operating cash flows, and that such cash flows will be sufficient to sustain the CompanyÂ’s operations through 2015. Nor can there be any assurance that the Company can raise additional capital. These factors raise substantial doubt about the CompanyÂ’s ability to continue as a going concern. The consolidated financial statements were prepared assuming that the Company is a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. ManagementÂ’s plans in regard to these matters are focused on managing its cash flow, the proper timing of its capital expenditures, and raising additional capital or financing in the future. |
Use of Estimates | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include accruals for contract reserves, recoverability of goodwill and intangible assets and earnout obligations related to the acquisition of New West, warrant, conversion, and put valuations and income taxes. The valuation of the warrant, conversion, and put derivative liabilities using a Lattice model is based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. It is at least reasonably possible that the estimates used will change in the near term. | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include accruals for contract reserves, recoverability of goodwill and intangible assets and earn-out obligations related to the acquisition of New West, warrant, conversion, and put valuations and income taxes. The valuation of the warrant, conversion, and put derivative liabilities using a Lattice model is based upon interest rates, stock prices, maturity estimates, volatility and other factors. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. It is at least reasonably possible that the estimates used will change in the near term. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash and cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. | The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash and cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. |
Concentration of Credit Risk/Fair Value of Financial Instruments | Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash, cash equivalents and trade receivables. We believe that concentrations of credit risk with respect to trade receivables are limited as they are primarily from government agencies. | Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash, cash equivalents and trade receivables. We believe that concentrations of credit risk with respect to trade receivables are limited as they are primarily from government agencies. |
Credit Risk | The Company grants credit in the normal course of business to customers in the United States. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. Contracts with the federal government, either as a prime or subcontractor, accounted for approximately 97% and 93% of revenues for the six months ended July 3, 2015 and June 30, 2014, respectively and 99% and 93% of revenues for the three months ended July 3, 2015 and June 30, 2014, respectively. One customer accounted for 94% and 86% of total revenues for the six months ended July 3, 2015 and June 30, 2014 and 91% and 83% of revenues for the three months ended July 3, 2015 and June 30, 2014, respectively. At July 3, 2015 and December 31, 2014, the same customer accounted for 89% and 74% of total contract receivables, respectively. | The Company grants credit in the normal course of business to customers in the United States. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. Contracts with the federal government, either as a prime or subcontractor, accounted for approximately 94% of revenues and one customer accounted for 89% of total revenues during 2014. At December 2014 the same customer accounted for 74% of total contract receivables. |
Financial Instruments | The Company uses fair value measurements in areas that include, but are not limited to: the allocation of purchase price consideration to tangible and identifiable intangible assets and valuation of derivative liabilities. The carrying values of cash and cash equivalents, contract receivables, accounts payable, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of our bank debt approximates fair value due to the variable nature of the interest rates under our Credit Facility and current rates available to the Company for debt with similar terms and risk. Since the put option is embedded in an outstanding share, management chose the "fair value option" in which the entire instrument (the common stock and the put feature) is recorded at fair value. The conversion features embedded in, and warrants attached to, the convertible debentures and the put liability are valued at estimated fair value utilizing a Lattice model. The Company, using available market information and appropriate valuation methodologies, has estimated the fair value of its financial instruments. However, considerable judgment is required in interpreting data to develop the estimates of fair value. | The Company uses fair value measurements in areas that include, but are not limited to: the allocation of purchase price consideration to tangible and identifiable intangible assets and valuation of derivative liabilities. The carrying values of cash and cash equivalents, contract receivables, accounts payable, and other current assets and liabilities approximate their fair values because of the short-term nature of these instruments. The carrying value of our bank debt approximates fair value due to the variable nature of the interest rates under our Credit Facility and current rates available to the Company for debt with similar terms and risk. Since the put option is embedded in an outstanding share, management chose the “fair value option” in which the entire instrument (the common stock and the put feature) is recorded at fair value. The conversion features embedded in, and warrants attached to, the convertible debentures and the put liability are valued at estimated fair value utilizing a Lattice model. The Company, using available market information and appropriate valuation methodologies, has estimated the fair value of its financial instruments. However, considerable judgment is required in interpreting data to develop the estimates of fair value. |
Contract Receivables | Contract receivables are stated net of an allowance for doubtful accounts of $30,000 and $-0- at July 3, 2015 and December 31, 2014, respectively. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by evaluating customers' creditworthiness and actively pursuing past due accounts. Management of the Company reviews the collectability of customer receivables on an individual basis based on its historical collection experience with customers. Many of the Company's customers are governmental agencies and are, therefore, subject to the terms and conditions of the Prompt Payment Act, which, with certain exceptions, requires the U.S. government to pay the Company within 30 days from the date of submission of a properly prepared invoice. Government contract receivables arise from long-term U.S. government prime contracts and subcontracts. Unbilled contract receivables represent services provided but not yet billed. The amount reflects the actual amount anticipated to be billed. The Company evaluates unbilled amounts for collectability based on estimates of work in progress that may not be billed based on knowledge of individual balances. The Company does not accrue finance or interest charges on its receivables. Contract receivables determined to be uncollectible are expensed in the period such determination is made. Included in Contract receivables are retainage amounts of $67,000 and $73,000 at July 3, 2015 and December 31, 2014, respectively. | The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by evaluating customers' creditworthiness and actively pursuing past due accounts. Management of the Company reviews the collectability of customer receivables on an individual basis based on its historical collection experience with customers. Many of the Company's customers are governmental agencies and are, therefore, subject to the terms and conditions of the Prompt Payment Act, which, with certain exceptions, requires the U.S. government to pay the Company within 30 days from the date of submission of a properly prepared invoice. U.S. government contract receivables arise from long-term U.S. government prime contracts and subcontracts. Unbilled contract receivables represent services provided but not yet billed. The amount reflects the actual amount anticipated to be billed. The Company evaluates unbilled amounts for collectability based on estimates of work-in-progress that may not be billed based on knowledge of individual balances. The Company does not accrue finance or interest charges on its receivables. Contract receivables determined to be uncollectible are expensed in the period such determination is made. No allowance was considered necessary as of December 2014. |
Property and Equipment | Property and equipment are stated net of accumulated depreciation and amortization of $367,000 and $249,000 at July 3, 2015 and December 31, 2014, respectively. | Property and equipment are stated at cost. Equipment under capital leases is valued at the lower of fair market value or net present value of the minimum lease payments at inception of the lease. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets, ranging from three to seven years, and the related lease terms for leasehold improvements and equipment under capital leases. The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of properties sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any gains or losses are reflected in current operations. |
Long-Lived Assets | The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. There were no impairments during 2014 and 2013. | |
Goodwill | We review goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. | We review goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. We first evaluate qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances we determine that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the reporting unit shall estimate the fair value of the reporting unit and compare the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below. In assessing whether it is more likely than not that an indefinite-lived intangible asset is impaired, we assess relevant events and circumstances that could affect the significant inputs used to determine the fair value. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, a reporting unit shall recognize an impairment loss in an amount equal to that excess. The quantitative goodwill impairment test involves a two-step process. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. |
Intangibles | Intangibles are stated net of accumulated amortization of $1,169,000 and $790,000 at July 3, 2015 and December 31, 2014, respectively. | Intangible assets consist of the value of customer relationships, trademark and trade names, non-compete agreements and patents. We amortize intangible assets on a straight-line basis over their estimated useful lives unless their useful lives are determined to be indefinite. The amounts we record related to acquired intangibles are determined by us considering the results of independent valuations. Our intangibles are amortized over their estimated useful lives of 1 to 15 years with a weighted-average life of 6.3 years remaining as of December 2014. |
Deferred Rent | The Company recognizes rental expense on a straight-line basis over the life of the agreement. Deferred rent is recognized as the difference between cash payments and rent expense, including any landlord incentives. | |
Derivative liabilities | The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency. The Company reviews the terms of convertible debt and equity instruments it issues to determine whether there are derivative instruments, including an embedded conversion or put options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where a host instrument contains more than one embedded derivative instrument, including a conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue freestanding warrants or put options that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative instruments are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as nonoperating income or expense. When the convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. The Company has determined that certain of the features (specifically, the embedded conversion feature, the mandatory conversion feature, the antidilution provisions, and default interest) embedded in its Convertible debentures were not considered "clearly and closely related" to the economic characteristics of the Convertible debenture, nor did they meet the definition of being indexed to the Company's own stock. The Company applies the applicable accounting provisions for the accounting of the valuation of these features and associated warrants. The liability is adjusted quarterly to the estimated fair value based upon then current market conditions. The Company records the change in the estimated fair value of the derivative liability in other income or expense. The derivative liability was valued using a combination of a Brownian Motion technique and a Binomial Lattice ("Lattice") model. A Lattice approach is a preferred valuation methodology relative to a closedform option pricing model (e.g., a Black-Scholes option pricing model) because (i) it embodies all of the assumptions that market participants would likely consider in negotiating the transfer of the Convertible debentures, (ii) it simulates the exercise of the Convertible debentures prior to the expiration date, and iii) it incorporates potential variability for inputs that are not static such as the occurrence of a mandatory conversion, an event of default or a dilutive issuance. The Lattice model utilizes interest rates, stock prices, contractually remaining term of the underlying financial instruments and volatility factors. We utilize historical volatility over a period generally commensurate with the remaining contractual term of the underlying financial instruments and use daily intervals for price observations. However, the Company does not have sufficient trading activity on which to base an estimate of future stock price volatility. Therefore, management determined that use of historical volatility of a comparable peer group over a term consistent with the remaining contractual terms of the Convertible debentures was the best indicator of the stock's future volatility. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. | The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency. The Company reviews the terms of convertible debt and equity instruments it issues to determine whether there are derivative instruments, including an embedded conversion or put options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where a host instrument contains more than one embedded derivative instrument, including a conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue freestanding warrants or put options that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative instruments are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. The Company has determined that certain of the features (specifically, the embedded conversion feature, the mandatory conversion feature, the anti-dilution provisions, and default interest) embedded in its Convertible debentures were not considered “clearly and closely related” to the economic characteristics of the Convertible debenture, nor did they meet the definition of being indexed to the Company’s own stock. The Company applies the applicable accounting provisions for the accounting of the valuation of these features and associated warrants. The liability is adjusted quarterly to the estimated fair value based upon then current market conditions. The Company records the change in the estimated fair value of the derivative liability in other expense. The derivative liability was valued using a combination of a Brownian Motion technique and a Binomial Lattice (“Lattice”) model. A Lattice approach is a preferred valuation methodology relative to a closed-form option pricing model (e.g., a Black-Scholes option pricing model) because (i) it embodies all of the assumptions that market participants would likely consider in negotiating the transfer of the Convertible debentures, (ii) it simulates the exercise of the Convertible debentures prior to the expiration date, and iii) it incorporates potential variability for inputs that are not static such as the occurrence of a mandatory conversion, an event of default or a dilutive issuance. The Lattice model utilizes interest rates, stock prices, contractually remaining term of the underlying financial instruments and volatility factors. We utilize historical volatility over a period generally commensurate with the remaining contractual term of the underlying financial instruments and use daily intervals for price observations. However, the Company does not have sufficient trading activity on which to base an estimate of future stock price volatility. Therefore, management determined that use of historical volatility of a comparable peer group over a term consistent with the remaining contractual terms of the Convertible debentures was the best indicator of the stock’s future volatility. The Company believes these estimates and assumptions are reliable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. |
Revenue Recognition | Substantially all of our work is performed for our customers on a contract basis based on time and materials. Revenues result from work performed on these contracts by our employees and our subcontractors and from costs for materials and other work related costs allowed under our contracts. Revenues for time and materials contracts are recorded on the basis of contract allowable labor hours worked multiplied by the contract defined billing rates, plus the direct costs and indirect cost burdens associated with materials and subcontract work used in performance on the contract. Generally, gross profit on time and materials contracts result from the difference between the cost of services performed and the contract defined billing rates for these services. Under certain contracts with the U.S. government and other governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. | Substantially all of our work is performed for our customers on a contract basis based on time and materials. Revenues result from work performed on these contracts by our employees and our subcontractors and from costs for materials and other work related costs allowed under our contracts. Revenues for time and materials contracts are recorded on the basis of contract allowable labor hours worked multiplied by the contract defined billing rates, plus the direct costs and indirect cost burdens associated with materials and subcontract work used in performance on the contract. Generally, gross profit on time and materials contracts result from the difference between the cost of services performed and the contract defined billing rates for these services. Under certain contracts with the U.S. government and other governmental entities, contract costs, including indirect costs, are subject to audit by and adjustment through negotiation with governmental representatives. Revenue is recorded in amounts expected to be realized on final settlement of any such audits. |
Share-Based Compensation | We account for share-based awards in accordance with the applicable accounting rules that require the measurement and recognition of compensation expense for all share-based payment awards based on estimated fair values. That cost is recognized over the requisite service period in which the employee is required to provide service in exchange for the award, which is usually the vesting period. | We account for share-based awards in accordance with the applicable accounting rules that require the measurement and recognition of compensation expense for all share-based payment awards based on estimated fair values. That cost is recognized over the requisite service period in which the employee is required to provide service in exchange for the award, which is usually the vesting period. |
Net Earnings (Loss) per Share of Common Stock | Basic earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. The computation of earnings (loss) per share is based on the weighted average number of shares outstanding during each of the periods based upon the exchange ratio of shares issued in the merger. The shareholders of Partners received Series C preferred stock in connection with the Merger, therefore the exchange ratio to common stock was zero. Through the merger date in 2014, there were no outstanding common shares. The following is a reconciliation of net earnings used in the calculation of basic and diluted earnings per share for the three and six months ended July 3, 2015: Three months ended Six months ended July 3, 2015 Net income attributable to Cybergy $ 308,843,000 $ 413,266,000 Effect of dilutive securities: Preferred stock - - Stock options 4,000 8,000 Convertible debentures (135,520,000 ) (178,587,000 ) Warrants (11,023,000 ) (14,585,000 ) Put option (164,217,000 ) (223,670,000 ) Diluted net (loss) attributable to Cybergy $ (1,913,000 ) $ (3,568,000 ) The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and six months ended July 3, 2015: Three months ended Six months ended July 3, 2015 Weighted-average number of common shares outstanding 20,658,149 20,580,104 Effect of dilutive securities: Preferred stock 524,069,398 523,930,466 Stock options 17,747,780 17,755,291 Convertible debentures 80,313,600 80,313,600 Warrants 6,431,811 6,462,297 Put option - - Dilutive potential common shares 649,220,738 649,041,758 The following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive: Three months ended Six months ended July 3, 2015 Stock options 4,648,883 4,648,883 Warrants 507,707 507,707 5,156,590 5,156,590 | Basic earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period adjusted to reflect potentially dilutive securities. The computation of earnings (loss) per share is based on the weighted average number of shares outstanding during each of the periods based upon the exchange ratio of shares issued in the merger. The shareholders of Partners received Series C preferred stock in connection with the Merger, therefore the exchange ratio to common stock was zero. In 2013 and through the merger date in 2014, there were no outstanding common shares. Potentially dilutive shares The holders of Series C preferred stock do not share in the earnings of Cybergy. The following outstanding securities were excluded from the calculation of earnings (loss) per share as the effect of the assumed exercise or conversion would be anti-dilutive: 2014 2013 Warrants 7,063,775 17,594,794 Convertible debentures 80,313,600 - Series C preferred stock 523,784,355 - Total 611,161,730 17,594,794 |
Income Taxes | The current provision for income taxes represents estimated amounts payable or refundable on tax returns filed or to be filed for the year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. When appropriate, we record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, we consider whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon management's judgments regarding future events and past operating results. The Company follows the guidance of Accounting Standards Codification ("ASC") Topic 740, Accounting for Uncertainty in Income Taxes. ASC Topic 740 prescribes a more-likely-than-not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. | The current provision for income taxes represents estimated amounts payable or refundable on tax returns filed or to be filed for the year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the consolidated balance sheets. Deferred tax assets are also recognized for net operating loss and tax credit carryovers. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. When appropriate, we record a valuation allowance against net deferred tax assets to offset future tax benefits that may not be realized. In determining whether a valuation allowance is appropriate, we consider whether it is more likely than not that all or some portion of our deferred tax assets will not be realized, based in part upon managementÂ’s judgments regarding future events and past operating results. The Company follows the guidance of Accounting Standards Codification ("ASC") Topic 740, Accounting for Uncertainty in Income Taxes Interest and penalties associated with tax positions are recorded in the period assessed as an adjustment to income tax expense. No interest or penalties have been assessed as of December 2014. |
Segment Information | The Company currently operates in one business segment providing engineering and analysis of clean energy, smart grid and environmental technologies. | |
Reclassifications | Certain reclassifications were made to the 2013 financial statements in order to conform to the presentation of the 2014 financial statements. The reclassifications did not have any effect on the previously reported net loss. | |
Recent Accounting Pronouncements | The Financial Accounting Standards Board (FASB) recently released ASU 2015-03 ; Interest—Imputation of Interest,Simplifying the Presentation of Debt Issuance Costs | In May 2014, the Financial Accounting Standards Board (“FASB”) amended the FASB Accounting Standards Codification and released Accounting Standards Update 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: · Identify the contract(s) with a customer. · Identify the performance obligations in the contract. · Determine the transaction price. · Allocate the transaction price to the performance obligations in the contract. · Recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 is effective for annual reporting periods beginning after September 15, 2016. We will assess the impact of ASU 2014-09 on our consolidated financial position and results of operations in 2015. In August 2014, FASB released Accounting Standards Update 2014-15, Presentation of Financial Statements—Going Concern, (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for annual reporting periods beginning after December 15, 2016. We will assess the impact of ASU 2014-15 on our consolidated financial position and results of operations in 2015. |
Summary Of Business And Signi26
Summary Of Business And Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Summary Of Business And Significant Accounting Policies Tables | ||
Earnings (loss) per share | The following is a reconciliation of net earnings used in the calculation of basic and diluted earnings per share for the three and six months ended July 3, 2015: Three months ended Six months ended July 3, 2015 Net income attributable to Cybergy $ 308,843,000 $ 413,266,000 Effect of dilutive securities: Preferred stock - - Stock options 4,000 8,000 Convertible debentures (135,520,000 ) (178,587,000 ) Warrants (11,023,000 ) (14,585,000 ) Put option (164,217,000 ) (223,670,000 ) Diluted net (loss) attributable to Cybergy $ (1,913,000 ) $ (3,568,000 ) The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and six months ended July 3, 2015: Three months ended Six months ended July 3, 2015 Weighted-average number of common shares outstanding 20,658,149 20,580,104 Effect of dilutive securities: Preferred stock 524,069,398 523,930,466 Stock options 17,747,780 17,755,291 Convertible debentures 80,313,600 80,313,600 Warrants 6,431,811 6,462,297 Put option - - Dilutive potential common shares 649,220,738 649,041,758 | |
Diluted net earnings per share | The following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive: Three months ended Six months ended July 3, 2015 Stock options 4,648,883 4,648,883 Warrants 507,707 507,707 5,156,590 5,156,590 | The holders of Series C preferred stock do not share in the earnings of Cybergy. The following outstanding securities were excluded from the calculation of earnings (loss) per share as the effect of the assumed exercise or conversion would be anti-dilutive: 2014 2013 Warrants 7,063,775 17,594,794 Convertible debentures 80,313,600 - Series C preferred stock 523,784,355 - Total 611,161,730 17,594,794 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Property And Equipment Tables | |
Summary of Property And Equipment | Property and equipment consist of the following as of December 31, 2014 and 2013: 2014 2013 Furniture, fixtures, and automobiles $ 263,000 $ - Software 65,000 - Computer equipment 311,000 3,000 Leasehold improvements 448,000 - 1,087,000 3,000 Less accumulated depreciation and amortization (249,000 ) (1,000 ) Property and equipment, net $ 838,000 $ 2,000 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Intangible Assets And Goodwill Tables | |
Summary of Intangible assets | Intangible assets, net, include customer relationships, trademark and trade names, and non-compete agreements acquired in acquisitions of New West and patents, and consisted of the following at December 31, 2014 and 2013: 2014 2013 Amortization Period Years Basis Accumulated Amortization Basis Accumulated Amortization Trademark and trade name 15 $ 217,000 $ (15,000 ) $ - $ - Non-compete agreements 2.3 1,512,000 (648,000 ) - - Customer backlog 1 3,000 (3,000 ) - - Customer relationships 10 831,000 (83,000 ) - - Patents 15 186,000 (41,000 ) 186,000 (29,000 ) $ 2,749,000 $ 186,000 Less accumulated amortization (790,000 ) (29,000 ) Total, net $ 1,959,000 $ 157,000 |
Amortization of identifiable intangible assets | Amortization of identifiable intangible assets for each of the next five years and thereafter through 2028 is as follows: 2015 $ 758,000 2016 326,000 2017 110,000 2018 110,000 2019 110,000 Thereafter 545,000 Total $ 1,959,000 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Other Accrued Liabilities Tables | |
Other Accrued Liabilities | The present value of the settlement amount was recorded at the settlement date and is payable in equal monthly installments of $17,000 over five years at an effective interest rate of 5.25% and consists of the following at December 31, 2014: 2014 Total due $ 334,000 Less current portion (187,000 ) Long-term, less current portion $ 147,000 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Long-term Debt Tables | |
Summary of long term debt | Long-term debt, net of discounts, consists of the following as of December 31, 2014 and 2013: 2014 2013 Amounts due to finance companies $ 80,000 $ - Promissory notes, net of $10,000 discount in 2013 31,000 489,000 Notes to related party - 80,000 Senior secured convertible debentures 2,216,000 - First notes due Member 1,613,000 - Promissory notes due Member 2,500,000 - Earn-out note due Member - 2015 821,000 - Earn-out note due Member - 2016 700,000 - Total Long-term debt 7,961,000 569,000 Less current portion (4,789,000 ) (569,000 ) Long-term debt, less current portion $ 3,172,000 $ - |
Senior secured convertible debentures | Senior secured convertible debentures outstanding consists of the following at December 31, 2014: Issue Date Due Date Face Amount Discount Net Remaining amortization period (months) January 1, 2014 June 30, 2015 $ 1,000,000 $ 68,000 $ 932,000 6 September 30, 2014 March 31, 2016 750,000 264,000 486,000 15 October 3, 2014 October 3, 2016 1,050,000 369,000 681,000 15 October 24, 2014 October 24, 2016 725,000 608,000 117,000 16 $ 3,525,000 $ 1,309,000 $ 2,216,000 |
Future maturities of long-term debt | Future maturities of long-term debt for each of the next four years are as follows: Long-term debt, excluding Acquisition Notes Acquisition Notes (1) Total 2015 $ 1,057,000 $ 3,800,000 $ 4,857,000 2016 2,552,000 1,834,000 4,386,000 2017 17,000 - 17,000 2018 10,000 - 10,000 Total maturities 3,636,000 5,634,000 9,270,000 Less discount (1,309,000 ) - (1,309,000 ) Total long-term debt $ 2,327,000 $ 5,634,000 $ 7,961,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Derivative Liabilities Tables | ||
Summary of Derivative Liabilities | Derivative liabilities consisted of the following at: July 3, 2015 December 31, 2014 Related to senior secured convertible notes, short term $ 10,401,000 $ 53,834,000 Related to warrants, short term - - Total short-term 10,401,000 53,834,000 Related to put option 15,009,000 238,679,000 Related to senior secured convertible notes, long term - 135,872,000 Related to warrants 1,047,000 15,633,000 Total long-term 16,056,000 390,184,000 Total derivative liability $ 26,457,000 $ 444,018,000 The following assumptions were utilized: July 3, 2015 December 31, 2014 Average expected volatility - debt 23.09% to 38.77% 30.19 % to 34.76% Average expected volatility - warrants 37.06% to 37.07% 37.92% to 38.05% Average expected volatility - put option 37.32% 35.47% Remaining expected term of the underlying securities - notes 10 days to 9.8 months 6 to 15.8 months Remaining expected term of the underlying securities - warrants 4.2 years 4.8 years Remaining expected term of the put option 2.5 years 3.0 years Average risk free rate - debt 0.02% to 0.22% 0.12% to 0.38% Average risk free rate - warrants 1.57% 1.63% Average risk free rate - put option 2.63% 2.47 % Expected dividend rate -0-% -0-% Closing price per share of common stock $ 0.18 $ 2.40 Exercise price of warrants per share of common stock $ 0.0218 $ 0.0218 | The Company utilizes historical volatility over a period generally commensurate with the remaining contractual term of the underlying financial instruments and uses daily intervals for price observations. Derivative liabilities consisted of the following at December 31, 2014: Related to EPA notes, short term $ (53,834,000 ) Related to put option (238,679,000 ) Related to Follow-on notes (135,872,000 ) Related to Warrants (15,633,000 ) Total long-term (390,184,000 ) Total derivative liability $ (444,018,000 ) At December 31, 2014, the following assumptions were utilized: Average expected volatility - debt 30.19% to 34.76 % Average expected volatility - warrants 37.92% to 38.05 % Average expected volatility – put option 35.47 % Remaining expected term of the underlying securities - notes 15.8 months Remaining expected term of the underlying securities - warrants 4.8 years Remaining expected tern of the put option 3.0 years Average risk free interest rate – debt 0.12% to 0.38 % Average risk free interest rate – warrants 1.63 % Average risk free interest rate – put option 2.47 % Expected dividend rate - Closing price per share of common stock $ 2.40 Exercise price of warrants per share of common stock $ .0218 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Taxes Tables | |
Income tax rate | Income tax expense attributable to income from operations for 2014 differed from the amount computed by applying the U.S. federal income tax rate of 34% to pretax loss from operations primarily as a result of state tax credit, and fair value of derivative liabilities. % Tax credit computed at the federal statutory rate (34.0 ) State tax credit, net of federal tax benefit (5.3 ) Fair value of derivative liabilities 36.4 Other 3.4 Effective rate (0.5 ) |
Components of income tax expense (benefit) | The components of income tax expense (benefit) reflected in the Consolidated Statements of Operations are as follows for the years ended December 31, 2014 and period ended 2013: Deferred: Federal $ (897,000 ) $ - State and local (140,000 ) - Total income tax benefit $ (1,037,000 ) $ - |
Deferred tax assets and liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below as of December 31, 2014 and 2013: 2014 2013 Deferred Tax: Current: Vacation accrual $ 87,000 $ - Earn out adjustment 80,000 - Change in entity tax status (79,000 ) - Debt discount (27,000 ) - Valuation allowance (61,000 ) - Net current deferred asset - - Long term: Deferred rent 94,000 - Accrued compensation 95,000 - Earn out adjustment 35,000 - Non-qualified stock options 9,000 - Net operating loss carryforward 5,875,000 211,000 Debt discount (488,000 ) - Change in entity tax status (159,000 ) - Intangible assets (713,000 ) - Property and equipment (193,000 ) - Valuation allowance (4,555,000 ) (211,000 ) Net long term deferred liability - - Net deferred tax $ - $ - |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Commitments And Contingencies Tables | |
Future minimum lease payments | Future minimum lease payments under these leases for each of the next five years and thereafter are as follows: 2015 $ 753,000 2016 720,000 2017 569,000 2018 436,000 2019 449,000 Thereafter 151,000 Total $ 3,078,000 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Stockholders Equity Tables | ||
Summary of Stockholders Equity | The following table reflects our outstanding securities, assuming conversion of the debentures, exercise of warrants and issued stock options, reflected in common shares, as if outstanding at December 31, 2014: Common shares of Cybergy issued 20,520,229 Shares issuable upon conversion of convertible debentures 80,313,600 Series C preferred stock: Additional shares issued with convertible debentures 82,873,600 Shares issued to Partners common stock shareholders 368,910,305 Shares issued to MKHD Series A preferred shareholders 48,434,471 Shares issued to consultants 23,565,940 Warrants 7,063,775 Unvested stock option grants 17,779,862 Total 649,461,782 | |
Summary of option activity | A summary of option activity at July 3, 2015, and changes during the six months then ended is presented below. Range of Exercise Price Stock Options Wgt. Avg. Exercise Price Wgt. Avg. Remaining Contractual Life (years) Wgt. Avg. Grant Date Fair Value Aggregate Intrinsic Value As of December 31, 2014 Outstanding $ 0.00008 17,779,862 $ 0.00008 9.25 $ 0.0045 $ 42,670,000 Vested and exercisable $ 0.00008 4,151,867 $ 0.00008 9.24 $ 0.0045 $ 9,964,000 Nonvested $ 0.00008 13,627,995 $ 0.00008 9.25 $ 0.0045 $ 32,706,000 Period Activity Issued 4,648,582 $ 0.39 $ 0.19 Exercised - - - Vested 2,437,758 $ 0.00008 $ 0.0045 Forfeited - - - Expired - - - As of July 3, 2015 Outstanding $ 0.00008 $ 2.40 22,428,444 $ 0.081 9.00 $ 0.0437 $ 3,199,000 Vested and exercisable $ 0.00008 6,589,625 $ 0.00008 8.75 $ 0.0045 $ 1,186,000 Nonvested $ 0.00008 $ 2.40 15,838,819 $ 0.115 9.11 $ 0.0600 $ 2,013,000 Assumptions: 2015 Expected Volatility 43.01% to 50.14 % Weighted-Average Volatility 43.74 % Expected Dividends -0- % Expected Term (years) 6.5 Risk-Free Rate 1.63%to1.96 % Total intrinsic value of options exercised $ - Total fair value of shares vested $ 1,186,000 Unrecognized compensation cost related to nonvested awards $ 870,000 Weighted-average period over which nonvested awards are expected to be recognized 2.8years | A summary of option activity at December 31, 2014, and changes during the year then ended is presented below. Exercise Price Stock Options Wgt. Avg. Exercise Price Wgt. Avg. Remaining Contractual Life (years) Wgt. Avg. Grant Date Fair Value Aggregate Intrinsic Value 2014 Activity Issued 23,237,528 $ 0.00008 - $ 0.0045 - Exercised - - - - - Forfeited 5,457,666 $ 0.00008 - $ 0.0045 - Expired - - - - - As of December 2014 Outstanding $ 0.00008 17,779,862 $ 0.00008 9.25 $ 0.0045 $ 42,670,000 Vested and exercisable $ 0.00008 4,151,867 $ 0.00008 9.24 $ 0.0045 $ 9,964,000 Nonvested $ 0.00008 13,627,995 $ 0.00008 9.25 $ 0.0045 $ 32,706,000 Assumptions: 2014 Expected Volatility 35.89 % Weighted-Average Volatility 35.89 % Expected Dividends $ - Expected Term (years) 6.5 Risk-Free Rate 0.75% to 0.79 % Total intrinsic value of options exercised $ - Total fair value of shares vested $ 9,964,000 Unrecognized compensation cost related to non-vested awards $ 59,000 Weighted-average period over which non-vested awards are expected to be recognized 2.25 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Fair Value Measurements Tables | ||
Summarizes the financial assets and liabilities measured at fair value on a recurring basis | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of July 3, 2015 and December 31, 2014 and the level they fall within the fair value hierarchy: Amounts Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy July 3, 2015 December 31, 2014 Derivative liability - note, redeemable common stock, and warrant bifurcation Derivative liability – current and long-term Level 3 $ 11,448,000 $ 205,339,000 Put option derivative liability Derivative liability – long-term Level 3 $ 15,009,000 $ 238,679,000 | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 2014 and the level they fall within the fair value hierarchy: Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy Amount Derivative liability - note, redeemable common stock, and warrant bifurcation Derivative liability – current and long-term Level 3 $ 205,339,000 Put option derivative liability Derivative liability – long-term Level 3 $ 238,679,000 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Acquisition Tables | |
Estimated Fair Value of Acquisition | The allocation of the purchase price recorded was determined by us considering the results of an independent valuation. Asset category Estimated Fair Value Current assets $ 4,728,000 Other assets 911,000 Non-interest bearing liabilities (2,735,000 ) Interest bearing liabilities assumed (643,000 ) Trademark and trade name 217,000 Non-Compete Agreements 1,512,000 Backlog 3,000 Customer Relationships – Existing 831,000 Goodwill 2,552,000 Purchase price $ 7,376,000 |
Revenue and earnings | Revenue and earnings for the year ended December 2013 represents historical information as if the acquisition had been consummated on January 1, 2013. Pro forma December 31, 2013 Contract revenue $ 35,490,000 Gross profit $ 7,586,000 Net (loss) $ (3,590,000 ) |
Summary Of Business And Signi37
Summary Of Business And Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jul. 03, 2015 | Jun. 30, 2014 | Jul. 03, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Summary Of Business And Significant Accounting Policies Details | ||||||
Net income (loss) attributable to Cybergy | $ 308,843,000 | $ (726,000) | $ 413,266,000 | $ (1,227,000) | $ (590,000) | $ (220,966,000) |
Effect of dilutive securities: | ||||||
Preferred stock | ||||||
Stock options | $ 4,000 | $ 8,000 | ||||
Convertible debentures | (135,520,000) | (178,587,000) | ||||
Warrants | (11,023,000) | (14,585,000) | ||||
Put option | (164,217,000) | (223,670,000) | ||||
Diluted net income (loss) attributable to Cybergy | $ (1,913,000) | $ (3,568,000) | ||||
Weighted average number of basic and diluted common shares outstanding | 20,658,149 | 20,580,104 | 4,982,193 | |||
Effect of dilutive securities: | ||||||
Preferred stock | 524,069,398 | 523,930,466 | ||||
Stock options | 17,747,780 | 17,755,291 | ||||
Convertible debentures | 80,313,600 | 80,313,600 | ||||
Warrants | 6,431,811 | 6,462,297 | ||||
Put option | ||||||
Dilutive potential common shares | 649,220,738 | 649,041,758 |
Summary Of Business And Signi38
Summary Of Business And Significant Accounting Policies (Details 1) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jul. 03, 2015 | Jul. 03, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Business And Significant Accounting Policies Details 1 | ||||
Stock options | 4,648,883 | 4,648,883 | ||
Warrants | 507,707 | 507,707 | 7,063,775 | 17,594,794 |
Convertible debentures | 80,313,600 | |||
Preferred stock series C | 523,784,355 | |||
Total securities | 5,156,590 | 5,156,590 | 611,161,730 | 17,594,794 |
Summary Of Business And Signi39
Summary Of Business And Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 03, 2015 | Jun. 30, 2014 | Jul. 03, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounted revenues | 99.00% | 93.00% | 97.00% | 93.00% | ||
Customer accounted total revenue | 91.00% | 83.00% | 94.00% | 86.00% | ||
Allowance for doubtful accounts in contract receivables | $ 30,000 | $ 30,000 | $ 0 | |||
Customer accounted receivables | 74.00% | 74.00% | 74.00% | |||
Concentration of Contract receivables | $ 67,000 | $ 67,000 | $ 73,000 | |||
Accumulated depreciation and amortization | 367,000 | 367,000 | 249,000 | $ 1,000 | ||
Accumulated amortization | $ 1,169,000 | $ 1,169,000 | $ 790,000 | |||
Estimated useful lives | 1 to 15 years | |||||
Weighted - average life | 6 years 3 months 18 days | |||||
Customer [Member] | ||||||
Accounted revenues | 89.00% | |||||
Customer accounted total revenue | 74.00% | |||||
Federal Government [Member] | ||||||
Accounted revenues | 94.00% |
Contract Receivables (Details N
Contract Receivables (Details Narrative) - USD ($) | Jul. 03, 2015 | Dec. 31, 2014 |
Contract Receivables Details Narrative | ||
Contract receivables | $ 67,000 | $ 73,000 |
Property And Equipment (Details
Property And Equipment (Details) - USD ($) | Jul. 03, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Property and equipment, gross | $ 1,087,000 | $ 3,000 | |
Less accumulated depreciation and amortization | $ (367,000) | (249,000) | (1,000) |
Property and equipment, net | $ 772,000 | 838,000 | $ 2,000 |
Furniture, fixtures, and automobiles [Member] | |||
Property and equipment, gross | 263,000 | ||
Software [Member] | |||
Property and equipment, gross | 65,000 | ||
Computer equipment [Member] | |||
Property and equipment, gross | 311,000 | $ 3,000 | |
Leasehold Improvements [Member] | |||
Property and equipment, gross | $ 448,000 |
Intangible Assets And Goodwil (
Intangible Assets And Goodwil (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Intangible Assets Gross | $ 2,749,000 | $ 186,000 |
Less accumulated amortization | (790,000) | (29,000) |
Intangible Assets Net | $ 1,959,000 | $ 157,000 |
Trademarks and Trade Names [Member] | ||
Amortization Period Years | 15 years | |
Intangible Assets Gross | $ 217,000 | |
Less accumulated amortization | $ (15,000) | |
Noncompete Agreements [Member] | ||
Amortization Period Years | 2 years 3 months 18 days | |
Intangible Assets Gross | $ 1,512,000 | |
Less accumulated amortization | $ (648,000) | |
Customer [Member] | ||
Amortization Period Years | 1 year | |
Intangible Assets Gross | $ 3,000 | |
Less accumulated amortization | $ (3,000) | |
Customer Relationships [Member] | ||
Amortization Period Years | 10 years | |
Intangible Assets Gross | $ 831,000 | |
Less accumulated amortization | $ (83,000) | |
Patents [Member] | ||
Amortization Period Years | 15 years | |
Intangible Assets Gross | $ 186,000 | $ 186,000 |
Less accumulated amortization | $ (41,000) | $ (29,000) |
Intangible Assets And Goodwil43
Intangible Assets And Goodwil (Details 1) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Notes to Financial Statements | ||
2,015 | $ 758,000 | |
2,016 | 326,000 | |
2,017 | 110,000 | |
2,018 | 110,000 | |
2,019 | 110,000 | |
Thereafter | 545,000 | |
Total | $ 1,959,000 | $ 157,000 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) | Jul. 03, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Other Accrued Liabilities Details | |||
Total due | $ 334,000 | ||
Less current portion | $ (254,000) | (187,000) | |
Long-term, less current portion | $ 147,000 |
Line Of Credit (Details Narrati
Line Of Credit (Details Narrative) | Jul. 03, 2015 | Dec. 31, 2014 |
Line Of Credit Details Narrative | ||
Accured interest for line of credit | 6.25% | 6.25% |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Total Long-term debt | $ 7,961,000 | $ 569,000 |
Less current portion | (4,789,000) | $ (569,000) |
Long-term debt, less current portion | 3,172,000 | |
Amounts Due To Finance Companies [Member] | ||
Total Long-term debt | 80,000 | |
Promissory Notes [Member] | ||
Total Long-term debt | $ 31,000 | $ 489,000 |
Notes To Related Party [Member] | ||
Total Long-term debt | $ 80,000 | |
Senior Secured Convertible Debentures [Member] | ||
Total Long-term debt | $ 2,216,000 | |
First Notes Due Member [Member] | ||
Total Long-term debt | 1,613,000 | |
Promissory Notes Due Member [Member] | ||
Total Long-term debt | 2,500,000 | |
Earn-out Note Due Member - 2015 [Member] | ||
Total Long-term debt | 821,000 | |
Earn-out Note Due Member - 2016 [Member] | ||
Total Long-term debt | $ 700,000 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) - Dec. 31, 2014 - USD ($) | Total |
Convertible Debentures Face Amount | $ 3,525,000 |
Convertible Debentures Discount | 1,309,000 |
Convertible Debentures Net | $ 2,216,000 |
Issue Date January 1, 2014 [Member] | |
Convertible Debentures Due Date | Jun. 30, 2015 |
Convertible Debentures Face Amount | $ 1,000,000 |
Convertible Debentures Discount | 68,000 |
Convertible Debentures Net | $ 932,000 |
Remaining amortization period (months) | 6 months |
Issue Date September 30, 2014 [Member] | |
Convertible Debentures Due Date | Mar. 31, 2016 |
Convertible Debentures Face Amount | $ 750,000 |
Convertible Debentures Discount | 264,000 |
Convertible Debentures Net | $ 486,000 |
Remaining amortization period (months) | 15 months |
Issue Date October 3, 2014 [Member] | |
Convertible Debentures Due Date | Oct. 3, 2016 |
Convertible Debentures Face Amount | $ 1,050,000 |
Convertible Debentures Discount | 369,000 |
Convertible Debentures Net | $ 681,000 |
Remaining amortization period (months) | 15 months |
Issue Date October 24, 2014 [Member] | |
Convertible Debentures Due Date | Oct. 24, 2016 |
Convertible Debentures Face Amount | $ 725,000 |
Convertible Debentures Discount | 608,000 |
Convertible Debentures Net | $ 117,000 |
Remaining amortization period (months) | 16 months |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Total long-term debt | $ 3,172,000 | |
Future Maturities Longterm Debt Excluding Acquisition Notes [Member] | ||
2,015 | 1,057,000 | |
2,016 | 2,552,000 | |
2,017 | 17,000 | |
2,018 | 10,000 | |
Total maturities | 3,636,000 | |
Less discount | (1,309,000) | |
Total long-term debt | 2,327,000 | |
Acquisition Notes [Member] | ||
2,015 | 3,800,000 | |
2,016 | $ 1,834,000 | |
2,017 | ||
2,018 | ||
Total maturities | $ 5,634,000 | |
Less discount | ||
Total long-term debt | $ 5,634,000 | |
Total [Member] | ||
2,015 | 4,857,000 | |
2,016 | 4,386,000 | |
2,017 | 17,000 | |
2,018 | 10,000 | |
Total maturities | 9,270,000 | |
Less discount | (1,309,000) | |
Total long-term debt | $ 7,961,000 |
Long-Term Debt (Detalis Narrati
Long-Term Debt (Detalis Narrative) - USD ($) | Jul. 03, 2015 | Dec. 31, 2014 |
Long-term Debt Detalis Narrative | ||
Senior secured convertible debentures outstanding | $ 3,025,000 | $ 3,525,000 |
Debt discount | 1,033,000 | 1,309,000 |
Other accrued liabilities | $ 176,000 | 71,000 |
Carrying amount of equity component | $ 1,291,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Jul. 03, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Total short-term | $ 10,401,000 | $ 53,834,000 | |
Total long-term | 16,056,000 | 390,184,000 | |
Total derivative liability | 26,457,000 | 444,018,000 | |
Related to senior secured convertible notes [Member] | |||
Total short-term | $ 10,401,000 | 53,834,000 | |
Total long-term | $ 135,872,000 | ||
Related to warrants [Member] | |||
Total short-term | |||
Total long-term | $ 1,047,000 | $ 15,633,000 | |
Related to put option [Member] | |||
Total long-term | $ 15,009,000 | $ 238,679,000 |
Derivative Liabilities (Detai51
Derivative Liabilities (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Average expected volatility | 35.89% | |
Remaining expected term | 6 years 6 months | 6 years 6 months |
Expected dividend rate | $ 0 | $ 0 |
Closing price per share of common stock | 0.18 | 2.40 |
Exercise price of warrants per share of common stock | $ 0.0218 | $ 0.0218 |
Minimum [Member] | ||
Average expected volatility | 43.01% | |
Average risk free interest rate | 1.63% | 0.79% |
Maximum [Member] | ||
Average expected volatility | 50.14% | |
Average risk free interest rate | 1.96% | 0.75% |
Debt [Member] | Minimum [Member] | ||
Average expected volatility | 23.09% | 30.19% |
Remaining expected term | 10 days | 6 months |
Average risk free interest rate | 0.02% | 0.12% |
Debt [Member] | Maximum [Member] | ||
Average expected volatility | 38.77% | 34.76% |
Remaining expected term | 9 months 24 days | 15 months 24 days |
Average risk free interest rate | 0.22% | 0.38% |
Warrants [Member] | ||
Remaining expected term | 4 years 2 months 12 days | 4 years 9 months 18 days |
Average risk free interest rate | 1.57% | 1.63% |
Warrants [Member] | Minimum [Member] | ||
Average expected volatility | 37.06% | 37.92% |
Warrants [Member] | Maximum [Member] | ||
Average expected volatility | 37.07% | 38.05% |
Put Option [Member] | ||
Average expected volatility | 37.32% | 35.47% |
Remaining expected term | 2 years 6 months | 3 years |
Average risk free interest rate | 2.63% | 2.47% |
Notes [Member] | ||
Remaining expected term | 15 months 24 days |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Income Taxes Details | |
Tax credit computed at the federal statutory rate | (34.00%) |
State tax credit, net of federal tax benefit | (5.30%) |
Fair value of derivative liabilities | 36.40% |
Other | 2.50% |
Effective rate | (0.50%) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jul. 03, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred: | |||||
Federal | $ (897,000) | ||||
State and local | (140,000) | ||||
Total income tax benefit | $ (895,000) | $ (1,037,000) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Tax: Current: | ||
Vacation accrual | $ 87,000 | |
Earn out adjustment | 80,000 | |
Change in entity tax status | (79,000) | |
Debt discount | (27,000) | |
Valuation allowance | $ (61,000) | |
Net current deferred asset | ||
Deferred Tax: Long term: | ||
Deferred rent | $ 94,000 | |
Accrued compensation | 95,000 | |
Earn out adjustment | 35,000 | |
Non-qualified stock options | 9,000 | |
Net operating loss carryforward | 5,875,000 | $ 211,000 |
Debt discount | (488,000) | |
Change in entity tax status | (159,000) | |
Intangible assets | (713,000) | |
Property and equipment | (193,000) | |
Valuation allowance | $ (4,555,000) | $ (211,000) |
Net long term deferred liability | ||
Net deferred tax |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Income Taxes Details Narrative | ||
Valuation allowance | $ 6,921,000 | $ 4,616,000 |
Net operating loss carry forwards | $ (17,600,000) | $ 14,942,000 |
Expiration of net operating loss carry forwards | 2033 and 2035 | 2033 and 2034 |
Commitments And Contingencies56
Commitments And Contingencies (Details) | Dec. 31, 2014USD ($) |
Commitments And Contingencies Details | |
2,015 | $ 753,000 |
2,016 | 720,000 |
2,017 | 569,000 |
2,018 | 436,000 |
2,019 | 449,000 |
Thereafter | 151,000 |
Total | $ 3,078,000 |
Commitments And Contingencies57
Commitments And Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies Details Narrative | ||
Rent expense | $ 758,000 | $ 0 |
Stockholders Equity (Details)
Stockholders Equity (Details) | Dec. 31, 2014shares |
Stockholders Equity Details | |
Common shares of Cybergy issued | 20,520,229 |
Shares issuable upon conversion of convertible debentures | 80,313,600 |
Series C preferred stock: Additional shares issued with convertible debentures | 82,873,600 |
Series C preferred stock: Shares issued to Partners common stock shareholders | 368,910,305 |
Series C preferred stock: Shares issued to MKHD Series A preferred shareholders | 48,434,471 |
Series C preferred stock: Shares issued to consultants | 23,565,940 |
Series C preferred stock: Warrants | 7,063,775 |
Series C preferred stock: Unvested stock option grants | 17,779,862 |
Total | 649,461,782 |
Stockholders Equity (Details 1)
Stockholders Equity (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Exercise Price Share Per Share | ||
Stock option issued and exercisable, Beginning Balance | $ 0.00008 | |
Vested and exercisable | 0.00008 | |
Nonvested | $ 0.00008 | |
Stock option issued and exercisable, Ending Balance | $ 0.00008 | |
Vested and exercisable | 0.00008 | |
Nonvested | $ 0.00008 | |
Number of Stock Options | ||
Outstanding at beginning of year | 17,779,862 | |
Vested and exercisable at beginning of year | 4,151,867 | |
Nonvested at beginning of year | 13,627,995 | |
Issued | 4,648,582 | 23,237,528 |
Exercised | ||
Vested | 2,437,758 | |
Forfeited | 5,457,666 | |
Expired | ||
Outstanding at end of year | 22,428,444 | 17,779,862 |
Vested and exercisable at end of year | 6,589,625 | 4,151,867 |
Nonvested at end of year | 15,838,819 | 13,627,995 |
Weighted Average Exercise Price | ||
Outstanding at beginning of year | $ 0.00008 | |
Vested and exercisable at beginning of year | 0.00008 | |
Nonvested at beginning of year | 0.00008 | |
Issued | $ 0.39 | $ 0.00008 |
Exercised | ||
Vested | $ 0.00008 | |
Forfeited | $ 0.00008 | |
Cancelled | ||
Outstanding at end of year | $ 0.081 | $ 0.00008 |
Vested and exercisable at end of year | 0.00008 | 0.00008 |
Nonvested at end of year | $ 0.115 | $ 0.00008 |
Weighted Average Remaining Contractual Life | ||
Outstanding | 9 years 3 months | |
Vested and exercisable | 9 years 2 months 27 days | |
Nonvested | 9 years 3 months | |
Outstanding | 9 years | 9 years 3 months |
Vested and exercisable | 8 years 9 months | 9 years 2 months 27 days |
Nonvested | 9 years 1 month 10 days | 9 years 3 months |
Wgt. Avg. Grant Date Fair Value | ||
Wgt. Avg. Grant Date Fair Value Outstanding at beginning of year | $ 0.0045 | |
Vested and exercisable at beginning of year | 0.0045 | |
Nonvested at beginning of year | 0.0045 | |
Issued | $ 0.19 | $ 0.0045 |
Exercised | ||
Vested | $ 0.0045 | |
Forfeited | $ 0.0045 | |
Expired | ||
Wgt. Avg. Grant Date Fair Value Outstanding at end of year | $ 0.0437 | $ 0.0045 |
Vested and exercisable at beginning of year | 0.0045 | 0.0045 |
Nonvested at beginning of year | $ 0.06 | $ 0.0045 |
Aggregate Intrinsic Value | ||
Aggregate Instrinsic Value, Outstanding | $ 42,670,000 | |
Aggregate Instrinsic Value, Vested and exercisable | 9,964,000 | |
Nonvested | 32,706,000 | |
Aggregate Instrinsic Value, Outstanding | 3,199,000 | $ 42,670,000 |
Aggregate Instrinsic Value, Vested and exercisable | 1,186,000 | 9,964,000 |
Nonvested | $ 2,013,000 | $ 32,706,000 |
Minimum [Member] | ||
Exercise Price Share Per Share | ||
Stock option issued and exercisable, Ending Balance | $ 0.00008 | |
Vested and exercisable | ||
Nonvested | $ 0.00008 | |
Maximum [Member] | ||
Exercise Price Share Per Share | ||
Stock option issued and exercisable, Ending Balance | 2.40 | |
Vested and exercisable | 0.00008 | |
Nonvested | $ 2.40 |
Stockholders Equity (Details 2)
Stockholders Equity (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended |
Jul. 03, 2015 | Dec. 31, 2014 | |
Expected Volatility | 35.89% | |
Weighted-Average Volatility | 43.74% | 35.89% |
Expected dividends | ||
Expected Term (years) | 6 years 6 months | 6 years 6 months |
Total intrinsic value of options exercised | ||
Total fair value of shares vested | 1,186,000 | 9,964,000 |
Unrecognized compensation cost related to non-vested awards | $ 870,000 | $ 59,000 |
Weighted-average period over which non-vested awards are expected to be recognized | 2 years 10 months 24 days | 2 years 3 months |
Minimum [Member] | ||
Expected Volatility | 43.01% | |
Risk-free rate | 1.63% | 0.79% |
Maximum [Member] | ||
Expected Volatility | 50.14% | |
Risk-free rate | 1.96% | 0.75% |
Stockholders Equity (Details Na
Stockholders Equity (Details Narraitive) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jul. 03, 2015 | Jun. 30, 2014 | Jul. 03, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||
Common stock, shares issued | 20,750,603 | 20,750,603 | 1,666,000 | 20,520,229 | ||
Common stock, shares outstanding | 20,750,603 | 20,750,603 | 1,666,000 | 20,470,229 | ||
Series C Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series C Preferred stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||
Series C Preferred stock, shares issued | 53,733,436 | 53,733,436 | 0 | 52,378,436 | ||
Series C Preferred stock, shares outstanding | 53,733,436 | 53,733,436 | 0 | 52,378,436 | ||
Series B Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | ||
Series B Preferred stock, shares authorized | 1,000 | 1,000 | 0 | 1,000 | ||
Series B Preferred stock, shares issued | 1,000 | 1,000 | 0 | 1,000 | ||
Series B Preferred stock, shares outstanding | 1,000 | 1,000 | 0 | 1,000 | ||
Share-based compensation | $ 49,000 | $ 8,000 | $ 62,000 | $ 9,000 | $ 23,000 | |
Derivative liability | $ 26,457,000 | $ 26,457,000 | 444,018,000 | |||
Warrants [Member] | ||||||
Derivative liability | 15,630,000 | |||||
Put/Call Agreement with Member of New West [Member] | ||||||
Derivative liability | $ 238,679,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2015 | Jun. 30, 2014 | Jul. 03, 2015 | Jun. 30, 2014 | |
Employee Benefit Plan Details Narrative | ||||
Employee benefit plan expense | $ 46,000 | $ 80,000 | $ 93,000 | $ 150,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | Jul. 03, 2015 | Jun. 03, 2015 | Dec. 31, 2014 |
Derivative liability - note, redeemable common stock, and warrant bifurcation [Member] | |||
Derivative liability | $ 11,448,000 | $ 205,339,000 | |
Put option derivative liability [Member] | |||
Derivative liability | $ 15,009,000 | $ 238,679,000 |
Acquisition (Details)
Acquisition (Details) | Dec. 31, 2014USD ($) |
Estimated fair value purchase price | $ 7,376,000 |
Current Assets [Member] | |
Estimated fair value purchase price | 4,728,000 |
Other Assets [Member] | |
Estimated fair value purchase price | 911,000 |
Non-interest bearing liabilities [Member] | |
Estimated fair value purchase price | (2,735,000) |
Interest bearing liabilities assumed [Member] | |
Estimated fair value purchase price | (643,000) |
Trademark and trade name [Member] | |
Estimated fair value purchase price | 217,000 |
Noncompete Agreements [Member] | |
Estimated fair value purchase price | 1,512,000 |
Backlog [Member] | |
Estimated fair value purchase price | 3,000 |
Customer Relationships Existing [Member] | |
Estimated fair value purchase price | 831,000 |
Goodwill [Member] | |
Estimated fair value purchase price | $ 2,552,000 |
Acquisition (Details 1)
Acquisition (Details 1) | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Acquisition Details 1 | |
Contract revenue | $ 35,490,000 |
Gross profit | 7,586,000 |
Net (loss) | $ (3,590,000) |