Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Envision Solar International, Inc. | |
Entity Central Index Key | 0001398805 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 5,140,546 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State County Code | NV | |
Entity File Number | 000-53204 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 5,292,229 | $ 244,024 |
Accounts Receivable, net | 1,069,827 | 1,290,702 |
Prepaid and other current assets | 205,028 | 256,071 |
Inventory, net | 1,695,919 | 1,130,966 |
Total Current Assets | 8,263,003 | 2,921,763 |
Property, Plant and Equipment, net | 530,650 | 133,235 |
Other Assets | ||
Patents, net | 170,782 | 131,625 |
Deposits | 56,869 | 105,541 |
Deferred Equity Offering Costs | 0 | 195,028 |
Total Other Assets | 227,651 | 432,194 |
Total Assets | 9,021,304 | 3,487,192 |
Current Liabilities | ||
Accounts Payable | 713,443 | 1,368,257 |
Accrued Expenses | 823,937 | 614,170 |
Sales Tax Payable | 133,402 | 191 |
Deferred Revenue | 86,677 | 835,785 |
Convertible note payable - related party, net of debt discount of $7,488 at September 30, 2019 | 212,929 | 0 |
Convertible Line of Credit | 0 | 960,000 |
Convertible notes payable, net of discount of $446,381 at December 31, 2018 | 0 | 1,104,235 |
Note payable, net of discount of $74,315 at December 31, 2018 | 0 | 788,185 |
Auto Loan - Current Portion | 11,014 | 10,520 |
Total Current Liabilities | 1,981,402 | 5,681,343 |
Long-term Liabilities | ||
Convertible note payable - related party, net of debt discount of $7,749 at December 31, 2018 | 0 | 177,251 |
Convertible notes payable - Long Term Portion | 0 | 100,000 |
Long-term portion of Auto Loan | 940 | 9,277 |
Total Long Term Liabilities | 940 | 286,528 |
Total Liabilities | 1,982,342 | 5,967,871 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Deficit | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, 0 outstanding as of September 30, 2019 and December 31, 2018, respectively. | 0 | 0 |
Common stock, $0.001 par value, 9,800,000 shares authorized, 5,140,546 and 2,906,630 shares issued or issuable and outstanding at September 30, 2019 and December 31, 2018, respectively. | 5,140 | 2,907 |
Additional Paid-in-Capital | 51,453,349 | 39,392,073 |
Accumulated Deficit | (44,419,527) | (41,875,659) |
Total Stockholders' Equity (Deficit) | 7,038,962 | (2,480,679) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 9,021,304 | $ 3,487,192 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock par value (in Dollars per share) | $ .001 | $ 0.001 |
Common Stock shares authorized | 9,800,000 | 9,800,000 |
Common Stock shares issued | 5,140,546 | 2,906,630 |
Common Stock shares outstanding | 5,140,546 | 2,906,630 |
Convertible Notes Payable [Member] | ||
Unamortized discount | $ 446,381 | |
Convertible Notes Payable [Member] | Related Party [Member] | ||
Unamortized discount | $ 7,488 | 7,749 |
Note Payable [Member] | ||
Unamortized discount | $ 74,315 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,785,724 | $ 938,218 | $ 4,615,669 | $ 4,658,685 |
Cost of Revenues | 1,444,887 | 894,068 | 4,266,389 | 4,561,501 |
Gross Profit | 340,836 | 44,150 | 349,279 | 97,184 |
Operating Expenses (including stock based compensation expense of $229,592 and $219,277 for the nine months ended September 30, 2019 and 2018, respectively) | 963,487 | 519,468 | 2,226,667 | 1,701,788 |
Loss From Operations | (622,651) | (475,318) | (1,877,388) | (1,604,604) |
Other Income (Expense) | ||||
Interest income | 21,739 | 818 | 45,768 | 2,240 |
Gain on sale of fixed asset | 0 | 16,260 | 0 | 16,260 |
Interest Expense | (7,182) | (148,316) | (709,148) | (806,330) |
Total Other Income (Expense) | 14,557 | (131,238) | (663,380) | (787,830) |
Loss Before Tax Expense | (608,094) | (606,556) | (2,540,768) | (2,392,434) |
Tax Expense | 2,269 | 0 | 3,100 | 0 |
Net Loss | $ (610,363) | $ (606,556) | $ (2,543,868) | $ (2,392,434) |
Net Loss Per Share - Basic and Diluted | $ (0.12) | $ (0.21) | $ (0.60) | $ (0.83) |
Weighted Average Shares Outstanding - Basic and Diluted | 5,114,296 | 2,897,880 | 4,220,398 | 2,887,371 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||
Stock based compensation | $ 229,592 | $ 219,277 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity Deficit (unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2017 | 2,836,713 | |||
Beginning balance, value at Dec. 31, 2017 | $ 2,837 | $ 37,924,780 | $ (38,276,879) | $ (349,262) |
Stock issued for cash, shares | 38,667 | |||
Stock issued for cash, value | $ 38 | 289,962 | 290,000 | |
Cash Offering Costs | (12,000) | (12,000) | ||
Stock issued for Director Services, shares | 18,750 | |||
Stock issued for Director Services, value | $ 19 | 140,606 | 140,625 | |
Value of Warrants and Benefical Conversion Features Related to Debt Instruments | 212,420 | 212,420 | ||
Stock Option Expense | 4,342 | 4,342 | ||
Net Loss | (1,011,607) | (1,011,607) | ||
Ending balance, shares at Mar. 31, 2018 | 2,894,130 | |||
Ending balance, value at Mar. 31, 2018 | $ 2,894 | 38,560,110 | (39,288,486) | (725,482) |
Beginning balance, shares at Dec. 31, 2017 | 2,836,713 | |||
Beginning balance, value at Dec. 31, 2017 | $ 2,837 | 37,924,780 | (38,276,879) | (349,262) |
Net Loss | (2,392,434) | |||
Ending balance, shares at Sep. 30, 2018 | 2,902,880 | |||
Ending balance, value at Sep. 30, 2018 | $ 2,903 | 38,780,891 | (40,669,313) | (1,885,519) |
Beginning balance, shares at Mar. 31, 2018 | 2,894,130 | |||
Beginning balance, value at Mar. 31, 2018 | $ 2,894 | 38,560,110 | (39,288,486) | (725,482) |
Stock issued for Director Services, shares | 3,750 | |||
Stock issued for Director Services, value | $ 4 | 28,121 | 28,125 | |
Recording of debt discount | 30,960 | 30,960 | ||
Stock Option Expense | 4,342 | 4,342 | ||
Net Loss | (774,271) | (774,271) | ||
Ending balance, shares at Jun. 30, 2018 | 2,897,880 | |||
Ending balance, value at Jun. 30, 2018 | $ 2,898 | 38,623,533 | (40,062,757) | (1,436,326) |
Stock issued for Director Services, shares | 5,000 | |||
Stock issued for Director Services, value | $ 5 | 37,495 | 37,500 | |
Recording of debt discount | 115,521 | 115,521 | ||
Stock Option Expense | 4,342 | 4,342 | ||
Net Loss | (606,556) | (606,556) | ||
Ending balance, shares at Sep. 30, 2018 | 2,902,880 | |||
Ending balance, value at Sep. 30, 2018 | $ 2,903 | 38,780,891 | (40,669,313) | (1,885,519) |
Beginning balance, shares at Dec. 31, 2018 | 2,906,630 | |||
Beginning balance, value at Dec. 31, 2018 | $ 2,907 | 39,392,073 | (41,875,659) | (2,480,679) |
Stock issued for Director Services, shares | 3,750 | |||
Stock issued for Director Services, value | $ 3 | 31,247 | 31,250 | |
Value of Warrants and Benefical Conversion Features Related to Debt Instruments | 3,967 | 3,967 | ||
Stock Option Expense | 2,301 | 2,301 | ||
Net Loss | (949,631) | (949,631) | ||
Ending balance, shares at Mar. 31, 2019 | 2,910,380 | |||
Ending balance, value at Mar. 31, 2019 | $ 2,910 | 39,429,588 | (42,825,290) | (3,392,792) |
Beginning balance, shares at Dec. 31, 2018 | 2,906,630 | |||
Beginning balance, value at Dec. 31, 2018 | $ 2,907 | 39,392,073 | (41,875,659) | (2,480,679) |
Net Loss | (2,543,868) | |||
Ending balance, shares at Sep. 30, 2019 | 5,140,546 | |||
Ending balance, value at Sep. 30, 2019 | $ 5,140 | 51,453,349 | (44,419,527) | 7,038,962 |
Beginning balance, shares at Mar. 31, 2019 | 2,910,380 | |||
Beginning balance, value at Mar. 31, 2019 | $ 2,910 | 39,429,588 | (42,825,290) | (3,392,792) |
Stock issued for cash, shares | 2,200,000 | |||
Stock issued for cash, value | $ 2,200 | 13,195,800 | 13,198,000 | |
Cash Offering Costs | (1,370,879) | (1,370,879) | ||
Stock issued for Director Services, shares | 3,750 | |||
Stock issued for Director Services, value | $ 4 | 31,246 | 31,250 | |
Warrants Issued for Cash | 3,000 | 3,000 | ||
Stock Option Expense | 1,531 | 1,531 | ||
Fractional Share Cash Payment, shares | (21) | |||
Fractional Share Cash Payment, value | (171) | (171) | ||
Fractional Shares Issued from Reverse Split | 187 | |||
Net Loss | (983,874) | (983,874) | ||
Ending balance, shares at Jun. 30, 2019 | 5,114,296 | |||
Ending balance, value at Jun. 30, 2019 | $ 5,114 | 51,290,115 | (43,809,164) | 7,486,065 |
Stock issued for Director Services, shares | 26,250 | |||
Stock issued for Director Services, value | $ 26 | 154,974 | 155,000 | |
Stock Option Expense | 8,260 | 8,260 | ||
Net Loss | (610,363) | (610,363) | ||
Ending balance, shares at Sep. 30, 2019 | 5,140,546 | |||
Ending balance, value at Sep. 30, 2019 | $ 5,140 | $ 51,453,349 | $ (44,419,527) | $ 7,038,962 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (2,543,868) | $ (2,392,434) |
Adjustments to Reconcile Net loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization | 30,018 | 51,816 |
Common Stock Issued for Services | 217,500 | 206,250 |
Gain on Sale of Fixed Assets | 0 | (16,260) |
Compensation Expense Related to Grant of Stock Options | 12,092 | 13,026 |
Amortization of Debt Discount | 524,925 | 651,638 |
(Increase) decrease in: | ||
Accounts Receivable | 220,875 | (787,746) |
Prepaid Expenses and Other Current Assets | (490,264) | (315,285) |
Inventory | (3,670) | 1,609,828 |
Deposits | 48,672 | 51,047 |
Increase (decrease) in: | ||
Accounts Payable | (654,814) | 259,938 |
Accrued Expenses | (225,268) | 31,880 |
Convertible Note Payable Issued in Lieu of Salary - Related Party | 35,417 | 37,500 |
Sales Tax Payable | 133,211 | 46,579 |
Deferred Revenue | (749,108) | 143,088 |
NET CASH USED IN OPERATING ACTIVITIES | (3,444,282) | (409,135) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (9,977) | 0 |
Sale of equipment | 0 | 50,267 |
Funding of patent costs | (41,554) | (56,065) |
NET CASH USED IN INVESTING ACTIVITIES | (51,531) | (5,798) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Sale of Common Stock | 0 | 290,000 |
Payments of Offering Costs Related to Sale of Common Stock | 0 | (12,000) |
Borrowings (Repayments) on Convertible Line of Credit, Net | (960,000) | (626,220) |
Repayments of Convertible Notes Payable, Net | (1,650,616) | (9,000) |
Borrowings (Repayments) of Note Payable | (862,500) | 750,000 |
Repayments of Auto Loan | (7,843) | (8,185) |
Payments of loan offering costs | 0 | (5,000) |
Payments of Deferred Equity Offering Costs | (1,175,852) | (113,197) |
Fractional Share Payments | (171) | 0 |
Proceeds from Issuance of Common Stock and Warrants, Pursuant to Public Offering | 13,201,000 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 8,544,018 | 266,398 |
NET INCREASE (DECREASE) IN CASH | 5,048,205 | (148,535) |
CASH AT BEGINNING OF PERIOD | 244,024 | 403,475 |
CASH AT END OF PERIOD | 5,292,229 | 254,940 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 363,899 | |
Cash paid for income tax | 3,100 | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Recording of debt discount | 3,967 | |
Transfer of prepaid asset to inventory | 541,307 | |
Recording of right of use asset and corresponding liability | 872,897 | |
Depreciation capitalized into inventory | 19,976 | |
Reclassification of deferred equity offering costs to APIC | 195,027 | |
Recording of payment premium on note payable | $ 0 | $ 37,500 |
1. NATURE OF OPERATIONS, BASIS
1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Envision Solar International, Inc., a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our” or “Envision”) is a sustainable technology innovation company based in San Diego, California. Focusing on what we refer to as “Solar 3.0,” we invent, design, engineer, manufacture and sell solar powered products that enable vital and highly valuable services in locations where it is either too expensive or too impactful to connect to the utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. When competing with utilities or typical solar companies, we rely on our products’ ease of deployment, reliability, accessibility, and total cost of ownership, rather than producing the cheapest kilowatt hour with the help of subsidies. Envision’s products and proprietary technology solutions target three markets that are experiencing significant growth with annual global spending in the billions of dollars: · electric vehicle charging infrastructure; · out of home advertising platforms; and · energy security and disaster preparedness. The Company focuses on creating renewably energized, high-quality products for electric vehicle (“EV”) charging, outdoor media and branding, and energy security that are rapidly deployable and attractively designed. Basis of Presentation The interim unaudited condensed financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. In management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three and nine months ended September 30, 2019 and 2018, and our financial position as of September 30, 2019, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2018. The December 31, 2018 balance sheet is derived from those statements. Reverse Stock Split The Company completed a 1 for 50 reverse split of our common stock in April 2019, and all share and per share data in the accompanying unaudited financial statements and footnotes for all periods presented have been retroactively adjusted for this reverse stock split. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying unaudited condensed consolidated financial statements include the allowance for doubtful accounts receivable, valuation of inventory and cost allocations, depreciable lives of property and equipment, estimates of loss contingencies, estimates of the valuation of initial right of use assets and corresponding lease liabilities, valuation of beneficial conversion features in convertible debt, valuation of share-based expense, and the valuation allowance on deferred tax assets. Concentrations Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through September 30, 2019. As of September 30, 2019, $4,885,821 of the Company’s cash deposits were greater than the federally insured limits. Major Customers For the three months ended September 30, 2019, revenues from two customers accounted for 62% and 14% of total revenues, and for the nine months ended September 30, 2019, revenues from two customers accounted for 49% and 24% of total revenues, with no other single customer accounting for more than 10% of revenues. At September 30, 2019, accounts receivable from three customers accounted for 47%, 25% and 14% of total accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance. For the three months ended September 30, 2018, revenues from three customers accounted for 33%, 20% and 19% of total revenues, and for the nine months ended September 30, 2018, revenues from one customer accounted for 43%, with no other single customer accounting for more than 10% of revenues. At September 30, 2018, accounts receivable from three customers accounted for 42%, 25% and 13% of total accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance. Major Suppliers The Company currently has one source from which it procures its batteries for use in its products. To help mitigate the risk of supply or quality issues that could impact production, the Company has identified additional sources of supply and is qualifying them for use in the future to mitigate any supply risk. Cash and Cash Equivalents For the purposes of the unaudited condensed statements of cash flows, the Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at September 30, 2019 and December 31, 2018 respectively. Fair Value of Financial Instruments The Company’s financial instruments, including accounts receivable, accounts payable, accrued expenses, and short-term loans, are carried at historical cost basis. At September 30, 2019, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Accounts Receivable Accounts receivable are customer obligations due under normal trade terms. Management reviews accounts receivable on a periodic basis to determine if any receivables may become uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, dialogue with the customer, the financial profile of a customer, our historical write-off experience, net of recoveries, and economic conditions. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. Further, the Company may record a general reserve in its allowance for doubtful accounts to account for future changes that may negatively impact our overall collections. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Inventory Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with the manufacturing process. The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory counts. A reserve is established if this review process determines the net realizable value of such inventory may be below the carrying value. Patents The Company believes it will achieve future economic value benefits for its various patents and patent ideas. All administrative costs for obtaining patents are accumulated on the balance sheet as a Patent asset until such time as a patent is issued. The costs of these intangible assets are classified as a long-term asset and amortized on a straight line basis over the legal life of such asset, which is typically 20 years. In the event a patent is denied or abandoned, all accumulated administrative costs will be expensed in the period in which the patent was denied or abandoned. Patent amortization expense was $2,397 and $856 in the nine-month periods ended September 30, 2019 and 2018, respectively. Leases In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02: “Leases (Topic 842)” whereby lessees need to recognize almost all leases on their balance sheet as a right of use asset and a corresponding lease liability. The Company adopted this standard as of January 1, 2019 using the effective date method and applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected not to reassess the following: (i) whether any expired or existing contracts contain leases, and (ii) initial direct costs for any existing leases. For contracts entered into after the effective date, at the inception of a contract the Company will assess whether the contract is, or contains, a lease. The Company’s assessment will be based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected to not recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less. Monthly lease payments on our sole operating lease range from $48,672 to $50,619 through the term of the lease. We calculated the present value of the remaining lease payment stream using our effective borrowing rate of 10%. We have recorded a right-of-use asset amounting to $435,035 included in property, plant and equipment and corresponding liability included in accrued expenses amounting to $480,094 related to this lease at September 30, 2019. Revenue Recognition On January 1, 2018, Envision adopted the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes 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. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services. Revenues from inventoried product sales are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for such products within a 30-45 day period after delivery. Revenues from maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for the service in advance of the maintenance period. Extended maintenance or warranty services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance obligation. If the company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis. Revenues from professional services are recognized as services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed to hourly rates of service categories in line with expertise requirements. These services are billed to a customer as such services are provided and the customer will be obligated to make payments for such services typically within a 30-45 day period. The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs as cost of revenues. Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet. Sales tax is recorded on a net basis and excluded from revenue. The Company generally provides a standard one-year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated, and it will pass on the warranties from its vendors, if any, which generally covers this one-year period. In accordance with ASC 450-20-25, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At September 30, 2019, the Company has no product warranty accrual given the Company’s de minimis historical financial warranty expense. Cost of Revenues The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are included in inventory prior to a sale, as costs of revenues. The Company further includes shipping and handling fees billed to customers as revenues and shipping and handling costs as cost of revenues. Stock-Based Compensation The Company follows ASC 718, “Compensation – Stock Compensation.” ASC 718 requires companies to estimate and recognize the fair value of stock-based awards to employees and directors. The fair value of the portion of an award that is ultimately expected to vest is recognized as an expense over the shorter of the service periods or vesting periods using the straight-line attribution method. The Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718 and recognizes the fair value of such awards over the service period. The Company used the modified prospective method of adoption. There was no cumulative effect of adoption on January 1, 2019. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. Convertible notes payable that are convertible into 35,174 common shares, options to purchase 288,662 common shares and warrants to purchase 2,538,990 common shares were outstanding at September 30, 2019. These shares were not included in the computation of diluted loss per share for the three or nine months ended September 30, 2019 because the effects would have been anti-dilutive. These options, warrants and convertible debt embedded conversion options may dilute future earnings per share. Segments The Company follows ASC 280-10 "Disclosures about Segments of an Enterprise and Related Information." During 2019 and 2018, the Company only operated in one segment; therefore, segment information has not been presented. |
2. LIQUIDITY
2. LIQUIDITY | 9 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
LIQUIDITY | 2. LIQUIDITY As reflected in the accompanying unaudited condensed financial statements for the nine months ended September 30, 2019, the Company had a net loss and net cash used in operating activities of $2,543,868 and $3,444,282, respectively. Additionally, at September 30, 2019, the Company had an accumulated deficit of $44,419,527. The Company has incurred significant losses from operations since inception, and such losses are expected to continue. In April and May 2019, the Company received approximately $8.5 million of cash, net of offering costs and repayment of certain debt, under an equity offering which is more fully described in Note 11. The Company has $5.3 million in cash at September 30, 2019. With this financing, management believes it has sufficient cash to fund its liabilities and operations beyond the next twelve months from the issue date of this report. |
3. INVENTORY
3. INVENTORY | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 3. INVENTORY Inventory consists of the following: September 30, December 31, 2019 2018 Work in process $ 783,314 $ 443,701 Raw materials 924,029 698,689 Inventory allowance (11,424 ) (11,424 ) Total inventory $ 1,695,919 $ 1,130,966 |
4. ACCRUED EXPENSES
4. ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 4. ACCRUED EXPENSES The major components of accrued expenses are summarized as follows: September 30, December 31, 2019 2018 Lease liability $ 480,094 $ – Accrued vacation 169,061 196,888 Accrued salaries 100,141 – Accrued interest 43,389 239,838 Accrued rent – 66,349 Accrued loss contingency – 71,744 Other accrued expense 31,252 39,351 Total accrued expenses $ 823,937 $ 614,170 |
5. CONVERTIBLE LINE OF CREDIT
5. CONVERTIBLE LINE OF CREDIT | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LINE OF CREDIT | 5. CONVERTIBLE LINE OF CREDIT During the quarter ended June 30, 2019, the Company used proceeds from its public offering to pay off the entire balance of a Convertible Line of Credit, along with all accrued and unpaid interest. As of September 30, 2019, the following summarizes the convertible line of credit: On September 18, 2017, in addition to a convertible “Lender” note (See Note 7), the Company entered into a revolving secured convertible promissory note (the “Revolver”) with an unaffiliated lender (the “Lender”). Pursuant to the Revolver, the Company has the right to make borrowings from the Lender in amounts of up to 70% of the value of any specific purchase order (each a “PO”) received by the Company from a credit worthy customer (each a “Draw Down”), up to a maximum of $3,000,000, commencing on the date of the Revolver and terminating December 31, 2019. The Revolver bears simple interest at the floating rate per annum equal to the 12-month USD LIBOR index rate quoted from time to time in New York, New York by the Bloomberg Service plus 600 basis points (the “Interest Rate”). The Interest Rate will be adjusted on the first day of each calendar month during the term of this Note to reflect any changes in the 12 month LIBOR rate as quoted on that day, or if that day is not a business day, on the next business day thereafter. The principal and accrued unpaid interest with respect to each Draw Down is due and payable within five (5) business days of receipt from the Customer by the Company of a payment due under the applicable PO (with respect to each Draw Down, the “Maturity Date”). Each Draw Down is secured by a perfected recorded second priority security interest in all of the Company’s assets. The Lender will have the right at any time until the Maturity Date of a Draw Down, provided the Lender gives the Company written notice of the Lender’s election to convert prior to any prepayment of such Draw Down by the Company with respect to converting that portion of such Draw Down covered by the prepayment, to convert all or any portion of the outstanding principal and accrued unpaid interest (the “Conversion Amount”), into such number of the Company’s common stock as is determined by dividing the Conversion Amount by the greater of (i) seven dollars and fifty cents ($7.50) or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that is quoted on a public securities trading market (if more than one, the one with the then highest trading volume), during the five (5) consecutive trading days immediately prior to the date of the Lender’s written notice of the Lender’s election to convert. As additional consideration for any Draw Downs made by the Company, the Company agreed to issue to the Lender common stock purchase warrants exercisable for a period of three years from the date of issuance with an exercise price equal to the greater of (i) $7.50 per share or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that is quoted on a public securities trading market (if more than one, the one with the then highest trading volume), during the five (5) consecutive trading days immediately prior to the date of the applicable Draw Down. The number of warrants issuable to the Lender will equal 25% of the increase over the highest dollar amount previously drawn down by the Company on the Revolver divided by the greater of (i) seven dollars and fifty cents ($7.50) or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that is quoted on a public securities trading market (if more than one, the one with the then highest trading volume), during the five (5) consecutive trading days immediately prior to the date of the applicable Draw Down which causes the increase over the previous highest amount borrowed. The Company received funds for an initial Draw Down on September 26, 2017 in the amount of $850,000. As a result of this Draw Down, the Company issued warrants to purchase up to 28,333 shares of common stock at an exercise price equal to $7.50 with a three-year term and having a value of $122,992 using the Black-Scholes valuation methodology. As a result of this transaction and including the relative fair value of the issued warrants, the Company recorded $243,223 of value of beneficial conversion features and warrants, which was recorded as debt discount on the accompanying balance sheet and was amortized to interest expense over the term of the Draw Down. This Draw Down was paid back to the Lender during the three-month period ended March 31, 2018. The Company received funds for a second Draw Down on October 24, 2017 in the amount of $300,000. As a result of this Draw Down, the Company issued warrants to purchase up to 10,000 shares of common stock at an exercise price equal to $7.50 with a three year term and having a value of $56,620 using the Black-Scholes valuation methodology. As a result of this transaction and including the relative fair value of the issued warrants, the Company recorded $175,261 of value of beneficial conversion features and warrants, which was recorded as debt discount on the accompanying balance sheet and was amortized to interest expense over the term of the Draw Down. This Draw Down was paid back to the Lender during the three-month period ended March 31, 2018. The Company received funds for a third Draw Down on February 20, 2018 in the amount of $290,000. As a result of this Draw Down, the Company issued warrants to purchase up to 8,156 shares of common stock at an exercise price equal to $7.50 with a three year term and having a fair value of $61,282 using the Black-Scholes valuation methodology (See Note 12). As a result of this transaction, the Company recorded $212,420 of debt discount consisting of the relative fair value of warrants of $50,591 and a beneficial conversion feature value of $161,829 which was amortized to interest expense over the term of the Draw Down. This drawn down was paid back to the Lender during the three-month period ended June 30, 2018. During the year ended December 31, 2018, the Company received other funds on Draw Downs totaling $1,513,013 and paid back Draw Downs amounting to $553,013. No warrants were issued on these Draw Downs. As of December 31, 2018, the convertible line of credit had a principal balance outstanding amounting to $960,000 with accrued interest amounting to $12,909 which is included in accrued expenses. During the three months ended March 31, 2019 the Company received other funds on Draw Downs totaling $158,442. No warrants were issued on these Draw Downs. As of March 31, 2019, the convertible line of credit had a balance amounting to $1,118,442 with accrued interest amounting to $34,705 which is included in accrued expenses. During the three months ended June 30, 2019, the Company paid back the full Draw Down balance of $1,118,442, and unpaid interest of $44,599, of which $9,893 was expensed in the quarter. |
6. CONVERTIBLE NOTE PAYABLE - R
6. CONVERTIBLE NOTE PAYABLE - RELATED PARTY | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE - RELATED PARTY | 6. CONVERTIBLE NOTE PAYABLE - RELATED PARTY On October 18, 2016, the Company entered into a five-year employment agreement, effective as of January 1, 2016, with Mr. Desmond Wheatley, the Chief Executive Officer, President, and Chairman of the Company (the “Agreement”). Pursuant to the Agreement, Mr. Wheatley receives an annual deferred salary of $50,000 which Mr. Wheatley defers until such time as Mr. Wheatley and the Board of Directors agreed that payment of the deferred salary and/or cessation of the deferral was appropriate. In August 2018, the Agreement was amended to provide that his salary shall defer until the earliest to occur of the following: (i) a permissible event specified in Section 409A of the Code, (ii) December 31, 2020, (iii) a change of control as defined in the Agreement, or (iv) a sale of all or substantially all of the assets of the Company. All deferred amounts are evidenced by an unsecured convertible promissory note payable by the Company to Mr. Wheatley bearing simple interest at the rate of 10% per annum, accruing until paid, convertible into shares of the Company’s common stock at $7.50 per share at any time in whole or in part at Mr. Wheatley’s discretion. As the conversion price was equivalent to the fair value of the common stock at various salary deferral dates prior to June 30, 2018, there was no beneficial conversion feature to this note through such date. Subsequent to June 30, 2018 through December 31, 2018 and based on the average daily closing price of our common stock, the Company recorded $8,672 of debt discount for the beneficial conversion feature value which is being amortized to interest expense over the term of the note. For the three months ended March 31, 2019 and based on the average daily closing price of our common stock, the Company recorded $3,967 of debt discount for the beneficial conversion feature value which is also being amortized to interest expense over the term of the note. There was no beneficial conversion value and therefore, no debt discount was recorded for the three months ended June 30 or September 30, 2019. Additionally, on March 29, 2017 the Board of Directors granted Mr. Wheatley a $35,000 bonus for which Mr. Wheatley agreed to defer such bonus under the same terms of his salary deferral. The balance of the note as of September 30, 2019 is $212,929, net of debt discount amounting to $7,488, with accrued and unpaid interest amounting to $43,389 which is included in accrued expenses (See Note 4). On September 17, 2019, the Board of Directors adopted a resolution to pay off the convertible promissory note issued to Mr. Wheatley for his deferred compensation in the near future (subject to a recommendation on timing from Mr. Wheatley), and no additional salary will be deferred after September 15, 2019. As a result, this note is presented as a short-term liability on the accompanying balance sheet. |
7. CONVERTIBLE NOTES PAYABLE
7. CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 7. CONVERTIBLE NOTES PAYABLE During the quarter ended June 30, 2019, the Company used proceeds from its public offering to pay off the entire balances of all outstanding convertible notes payable, except for Mr. Wheatley’s convertible note as discussed in Note 6, totaling $1,650,616 in principle, and $192,191 of accrued and unpaid interest. As of September 30, 2019, the following summarizes those convertible notes payable: Pegasus Note On December 19, 2009, the Company entered into a convertible promissory note for $100,000 to a new landlord in lieu of paying rent for one year for new office space. The interest was 10% per annum with the note principal and interest originally due December 18, 2010. If the Company receives greater than $1,000,000 of proceeds from debt or equity financing, 25% of the amount in excess of $1,000,000 would be used to pay down the note. This note was subordinate to all existing senior indebtedness of the Company. This note was convertible at $16.50 per share and had no beneficial conversion feature at the note date. Through a series of amendments, the term of the note was extended until December 31, 2016, and the lender waived, through December 31, 2015, the requirement to pay down the note with financing proceeds received by the Company. Effective June 13, 2018, the Company entered into a further amendment to extend the maturity date of this note to December 31, 2019, and the lender waived the past requirements to pay the note with financing proceeds received by the Company. There were no additional fees or discounts associated with this amendment. This modification was treated as an extinguishment as the change in fair value of the embedded conversion option just before and just after the modification was more than 10% of the carrying amount of the note. The market price of the Company’s stock was below the conversion price at the time of the modification, therefore no beneficial conversion feature needed to be recorded. As of March 31, 2019, the note had a balance of $100,000 with accrued and unpaid interest amounting to $92,603. During the quarter ended June 30, 2019, the Company repaid the $100,000 note, and unpaid interest of $93,096, of which $493 was expensed in that quarter. Evey Note Prior to fiscal 2011, the Company was advanced monies by John Evey, our former director, and executed a 10% convertible promissory note with compounding interest which was convertible into shares of common stock at $16.50 per share. There was no beneficial conversion feature at the note date and this note was subordinate to the then existing notes. Through a series of amendments from the original due date, the conversion price of the convertible note was reduced to $10.00 and the maturity date was extended to December 31, 2017. Effective June 27, 2018, the Company entered into a further extension agreement to extend the maturity date of this note to July 1, 2019. There were no additional fees or discounts associated with this extension. This modification was treated as an extinguishment as the change in fair value of the embedded conversion option just before and just after the modification was more than 10% of the carrying amount of the note. The Company recorded debt discount amounting to $30,960 for the value of the beneficial conversion feature and is amortizing this to interest expense over the remaining term of the loan. As of March 31, 2019, this note had a balance, net of $7,740 of discount, amounting to $42,876 with accrued interest amounting to $76,440 which is included in accrued expenses. The note continued to bear interest at a rate of 10% . During the quarter ended June 30, 2019, the Company repaid the note balance of $50,616, and unpaid interest of $77,066, of which $627 was expensed in that quarter. In addition, the Company paid $80,000 to Mr. Evey during the quarter ended June 30, 2019 for consulting services. “Lender” Note On September 18, 2017, in addition to entering into a revolving convertible line of credit (See Note 5), the Company also entered into a $1,500,000 secured convertible promissory note with the same unaffiliated lender (the “Lender”). The Note bears simple interest at the floating rate per annum equal to the 12 month USD LIBOR index rate quoted from time to time in New York, New York by the Bloomberg Service plus 400 basis points (the “Interest Rate”). The Interest Rate will be adjusted on the first day of each calendar month during the term of the Note to reflect any changes in the 12 month LIBOR rate as quoted at on that day, or if that day is not a business day, on the next business day thereafter. Interest will only accrue on outstanding principal. Accrued unpaid interest was payable monthly on the first calendar day of each month for interest accrued during the previous month, with all outstanding principal and accrued unpaid interest originally payable in full on or before September 17, 2018 to the extent not converted into shares of the Company’s common stock. This note was initially amended to be payable in full by December 1, 2018 but the Company did not make the December 1, 2018 principal payment. In March 2019, and effective as of December 1, 2018, the Company entered into second amendment to extend the term of the note to be payable in full by (i) June 30, 2019 or (ii) the closing of the public offering by the Company. This modification was treated as a debt extinguishment as the change in fair value of the embedded conversion option just before and just after the modification was more than 10% of the carrying amount of the note. The Company recorded debt discount amounting to $472,718 for the value of the beneficial conversion feature and is amortizing this to interest expense over the remaining term of the note. Additionally, the Company paid $30,000 of lender fees which were also recorded as debt discount and are also being amortized to interest expense over the term of the note. The Note is secured by a perfected recorded first priority security interest in all of the Company’s assets, as set forth in a certain Security Agreement by and between the Company and the Lender, dated September 18, 2017. At any time until the maturity date, and provided Lender gives the Company written notice of Lender’s election to convert prior to any prepayment of this Note by the Company with respect to converting that portion of this Note covered by the prepayment, the Lender has the right to convert all or any portion of the outstanding principal and accrued interest (the “Conversion Amount”), into such number of shares of the Company’s common stock as is determined by dividing the Conversion Amount by the greater of (i) seven dollars and fifty cents ($7.50) or (ii) 75% of the Volume Weighted Average Price of the Company’s common stock that is quoted on a public securities trading market (if more than one, the one with the then highest trading volume), during the five (5) consecutive trading days immediately prior to the date of the Lender’s written notice of its election to convert. As additional consideration for the loan evidenced by the Note, the Company agreed to issue to the Lender common stock purchase warrants exercisable for a period of three years from the date of issuance with an exercise price equal to $7.50 per share. The number of warrants issuable to the Lender is equal to 25% of the loan Amount divided by seven dollars and fifty cents ($7.50). As of September 18, 2017, the Company issued warrants to purchase up to 50,000 shares of common stock under this provision with a $7.50 exercise price having a fair value of $187,142 using the Black-Scholes valuation methodology. As a result of this transaction, the Company recorded $232,767 of debt discount consisting of the relative fair value of the warrants of $166,384 and a beneficial conversion feature of $66,384, which was amortized to interest expense over the original term of the note. During any time when the Note is outstanding, or when the Lender holds any Company stock, or any warrants to acquire Company stock where the combination of both could result in the Lender owning stock with a current value of one million dollars or greater, in the Company, the Lender will have certain review and consulting rights as described in the Note. As of March 31, 2019, the convertible note had a balance, net of discount of $215,450, amounting to $1,284,550 with accrued interest amounting to $16,774. During the quarter ended June 30, 2019, the Company repaid the note balance of $1,500,000, unpaid interest of $22,029, of which $5,255 of interest was expensed in that quarter. |
8. NOTE PAYABLE
8. NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
NOTE PAYABLE | 8. NOTE PAYABLE During the quarter ended June 30, 2019, the Company used proceeds from its public offering to pay off the entire balance of this Notes Payable, along with all accrued and unpaid interest. As of September 30, 2019, the following summarizes this note payable: On August 27, 2018, the Company entered into an unsecured promissory note (the “Note”) in the amount of $750,000 (the “Principal Amount”) with Gemini Special Opportunities Fund, LP (“Gemini”). The Note bears simple interest at an annual rate of 10% and is subject to a Securities Purchase Agreement, dated August 27, 2018. This Note was due and payable on February 28, 2019 (the “Maturity Date”). Effective February 28, 2019, a forbearance agreement was granted by Gemini lender for any defaults, confirmed in writing, until Gemini and the Company complete an amendment extending the maturity date of the note, or the note is repaid by the Company. If the Company repays the Note after November 28, 2018, the Company shall pay 115% of the Principal Amount plus accrued interest. During the year ending December 31, 2018, the Company recorded an increase in the Note Payable balance of $112,500 with offsetting debt discount related to this repayment premium which is being amortized to interest expense over the term of the note. Additionally, the Company paid $5,000 of lender fees which were also recorded as debt discount and are also being amortized to interest expense over the term of the note. As additional consideration for the loan evidenced by the Note, the Company issued to Gemini warrants to purchase up to 18,000 shares of common stock for a period of five years from the date of issuance with an exercise price equal to $12.50 per share. These warrants had a fair value of $115,521 using the Black-Sholes valuation methodology. As a result of this transaction, the Company recorded $100,102 of debt discount consisting of the relative fair value of the warrants which is being amortized to interest expense over the term of the note. As of March 31, 2019, this note had a balance amounting to $862,500 with accrued interest amounting to $44,589. During the quarter ended June 30, 2019, the Company repaid the note balance of $862,500, and unpaid interest of $47,466, of which $2,877 was expensed in that quarter. In addition, the Company paid $75,000 for an extension fee, which was recorded as interest expense in that quarter. |
9. AUTO LOAN
9. AUTO LOAN | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
AUTO LOAN | 9. AUTO LOAN In October 2015, the Company purchased a new vehicle and financed the purchase through a dealer auto loan. The loan has a term of 60 months, requires minimum monthly payments of approximately $950, and bears interest at a rate of 5.99 percent. As of September 30, 2019, the loan has a short-term portion of $11,014 and a long-term portion of $940. |
10. COMMITMENTS AND CONTINGENCI
10. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Legal Matters: From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of September 30, 2019, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations. Leases: In August 2016, the Company entered into a sublease for its current corporate headquarters and manufacturing facility. The sublease expires in August 2020 which is the same term of the master lease for which the Company is the subtenant. Monthly lease payments range from $48,672 per month currently increasing to $50,619 per month for the final year of the lease. In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02: “Leases (Topic 842)” whereby lessees need to recognize almost all leases on their balance sheet as a right of use asset and a corresponding lease liability. The Company adopted this standard as of January 1, 2019 using the effective date method. We calculated the present value of the remaining lease payment stream using our incremental effective borrowing rate of 10%. We initially recorded a right to use asset and corresponding lease liability amounting to $872,897 on January 1, 2019. The right to use asset and the corresponding lease liability are being equally amortized on a straight-line basis over the remaining term of the lease. The right to use asset has been further reduced by our deferred rent amounting to $45,059 as of September 30, 2019. As of September 30, 2019, we have a right-of-use asset amounting to $435,035 recorded in Property Plant and Equipment, and corresponding liability in Accrued Expenses amounting to $480,094 related to this lease (See Note 4). Other Commitments: The Company enters into various contracts or agreements in the normal course of business whereby such contracts or agreements may contain commitments. Since inception, the Company entered into agreements to act as a reseller for certain vendors; joint development contracts with third parties; referral agreements where the Company would pay a referral fee to the referrer for business generated; sales agent agreements whereby sales agents would receive a fee equal to a percentage of revenues generated by the agent; business development agreements and strategic alliance agreements where both parties agree to cooperate and provide business opportunities to each other and in some instances, provide for a right of first refusal with respect to certain projects of the other parties; agreements with vendors where the vendor may provide marketing, investor relations, public relations, technical consulting or subcontractor services, vendor arrangements with non-binding minimum purchasing provisions, and financial advisory agreements where the financial advisor would receive a fee and/or commission for raising capital for the Company. All expenses and liabilities relating to such contracts were recorded in accordance with generally accepted accounting principles during the periods. Although such agreements increase the risk of legal actions against the Company for potential non-compliance, there were no financial exposures that were not accounted for in our financial statements. |
11. COMMON STOCK
11. COMMON STOCK | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
COMMON STOCK | 11. COMMON STOCK Stock Issued in Cash Sales During the three months ended June 30, 2019, the Company closed an underwritten public offering with Maxim Group LLC (“Maxim”), as representative for the several underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 2,000,000 units with each unit consisting of one (1) share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and a warrant to purchase one (1) share of Common Stock at an exercise price equal to $6.30 per share (the “Warrants”). In addition, the Company granted the Underwriters a 45-day option to purchase up to 300,000 additional shares of Common Stock, or Warrants, or any combination thereof, at the public offering price to cover over-allotments, if any. The Common Stock and the Warrants were offered and sold to the public (the “Offering”) pursuant to the Company’s registration statement on Form S-1 (File Nos. 333-226040), filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 2, 2018, as amended, which became effective on April 15, 2019, and a related registration statement filed pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The offering price to the public was $6.00 per unit and the Underwriters purchased 2,000,000 units. In addition, the Underwriters purchased 300,000 Warrants for $3,000 upon the exercise of the Underwriters’ over-allotment option. The Company received gross proceeds of approximately $12,003,000, before deducting underwriting discounts and commissions and estimated offering expenses. In addition, on May 15, 2019, the Company sold 200,000 shares of common stock in accordance with the terms of the Underwriting Agreement in connection with the partial exercise of the over-allotment option granted to the Underwriters (the “Over-allotment). The Company received gross proceeds of approximately $1,198,000, before deductions from the Over-allotment. The total expenses of the offering were approximately $1,371,000. In addition, the underwriters were issued 110,000 warrants as a fee based on 5% of total shares sold. Reverse Stock Split In April 2019, the Company effected a one-for-fifty reverse split of its issued and outstanding common stock (the “Reverse Stock Split”) and reduced the number of authorized shares of common stock from 490,000,000 to 9,800,000. No fractional shares were issued as a result of the Reverse Stock Split. Fractional shares were rounded up or down to the nearest whole share, after aggregating all fractional shares held by a stockholder, resulting in the issuance of 187 round-up shares. Any stockholder holding less than 24 shares of Common Stock on a pre-reverse stock basis were paid in cash for such fractional share of Common Stock, which totaled $171. All share and per share data in the accompanying unaudited financial statements and footnotes for all periods presented have been retroactively adjusted for this Reverse Stock Split. Director Compensation During the nine months ended September 30, 2019, the Company issued a total of 25,000 shares of common stock to two directors that vested from restricted stock grants dated January 1, 2017, whereby each director was granted 15,000 shares that vest on a pro rata basis over a three year period (which represents 7,500 of these shares) and 15,000 shares that vest based on performance criteria (which represents 17,500 of these shares). The pro rata shares have a per share fair value of $7.50, or $56,250 (based on the market price at the time of the agreement) and the performance shares have a per share fair value of $5.50, or $96,250 (based on the market price on September 17, 2019, which is the date of grant based on when the performance criteria was defined). Additionally, during the nine months ended September 30, 2019, the Company issued 8,750 shares of common stock to one director that vested from restricted stock grants dated August 21, 2018, whereby the director was granted 15,000 shares that vest on a pro rata basis over a three year period (which represents 3,750 of these shares) and 15,000 shares that vest based on performance criteria (which represents 5,000 of these shares). The pro rata shares have a per share fair value of $10.00, or $37,500 (based on the market price at the time of the agreement) and the performance shares have a per share fair value of $5.50, or $27,500 (based on the market price on September 17, 2019, which is the date of grant based on when the performance criteria was defined). As of September 30, 2019, there were 25,000 unvested and unissued shares of common stock representing $118,750 of unrecognized restricted stock grant expense related to these Restricted Stock Grant Agreements. On September 17, 2019, the Board of Directors (the “Board”), upon the recommendation of its Compensation Committee, and based on input from a third party, nationally recognized compensation consultant, approved the following directors’ compensation for non-employee directors of the Company: (1) a quarterly cash retainer of $2,500 to be paid retroactively as of April 1, 2019; (2) an annual grant of 12,500 shares of restricted stock to be issued under the Company’s 2011 Stock Incentive Plan (the “Plan”) annually on October 1 and which shall vest quarterly in four (4) equal installments; (3) a payment of $1,000 for attendance in person (or $500 for attendance telephonically) for regularly scheduled board meetings; and (4) to the independent lead director, who is currently Robert C. Schweitzer, an additional annual grant of 5,000 shares of restricted stock to be issued under the Plan annually on October 1 and which shall vest quarterly in four (4) equal installments. As a result of the above changes to the non-employee directors’ compensation, all unvested shares of restricted stock held by non-employee directors as of October 1, 2019 were cancelled. As a result of these changes, each director was paid $6,000 for retroactive and current board and meeting fees in the quarter ended September 30, 2019. |
12. STOCK OPTIONS AND WARRANTS
12. STOCK OPTIONS AND WARRANTS | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND WARRANTS | 12. STOCK OPTIONS AND WARRANTS Stock Options In the nine months ended September 30, 2019, an option was granted on July 23, 2019 to the Company’s Chief Financial Officer to purchase up to 49,104 shares of the Company’s common stock. These options will vest over 4 years and have an exercise price of $5.78 per share. The Company estimated the fair value of these options at $210,489 utilizing the Black-Scholes pricing model. The assumptions used in the valuation of these options include volatility of 82.26% based on historical volatility, expected dividends of 0.0%, a discount rate of 1.92% and expected term of 7.0 years based on the simplified method. During the nine months ended September 30, 2019 and 2018, the Company recorded non-cash stock-based compensation of $12,092 and $13,026, respectively. As of September 30, 2019, there is $201,719 of unrecognized stock option-based compensation expense that will be recognized over the next four years. The number of options to purchase capital stock that were outstanding at September 30, 2019 was 288,662. During the nine months ended September 30, 2019, 29,650 options were forfeited due to terminations and 27,198 expired. Warrants As part of the Company’s public offering (see Note 11), the Company issued 2,300,000 warrants during the three months ended June 30, 2019 to the Underwriters. These warrants are exercisable for five years at an exercise price of $6.30 per share. In April 2019, pursuant to the Underwriting Agreement, the Company issued as a fee to the Underwriters warrants to purchase up to a total of 110,000 shares of common stock (5% of the shares of common stock sold). The warrants are exercisable at $6.60 per share and have a term of five years. There was no financial statement accounting effect for the issuance of these warrants. During the nine months ended September 30, 2019, 5,370 warrants expired. Total warrants outstanding at September 30, 2019 is shown in the table below: Number of Warrants Outstanding December 31, 2018 134,359 Public Offering 2,300,000 Underwriter Warrants 100,001 Over-Allotment Warrants for Underwriters 10,000 Expired (5,370 ) Outstanding September 30, 2019 2,538,990 |
13. REVENUES
13. REVENUES | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | 13. REVENUES For each of the identified periods, revenues can be categorized into the following: For the nine months ended September 30, 2019 2018 Product Sales $ 4,607,237 $ 4,642,428 Maintenance Fees 8,432 5,682 Professional Services – 10,575 Total Revenues $ 4,615,669 $ 4,658,685 At September 30, 2019 and December 31, 2018, deferred revenue was $86,677 and $835,785 respectively. The September 30, 2019 balance includes an initial deposit to plan and manufacture two Solar Tree® units, in addition to deposits for multi-year maintenance plans for previously sold products. As of September 30, 2019, deferred revenue associated with product deposits are $26,304 and the delivery of such products are expected within the next six months, while deferred maintenance fees amounted to $60,373 and pertain to services to be provided through the third quarter of 2024. At December 31, 2018, the Company accrued expected contract losses of $71,744 on an order for a customer that was expected to ship in 2019 (see Note 4). As the units were delivered, the loss accrual was proportionally reduced. In the three and nine months ended September 30, 2019, $30,611 and $71,744 was released from the accrual to reduce cost of revenues. |
14. SUBSEQUENT EVENTS
14. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS On September 17, 2019, the Board, upon the recommendation of its Compensation Committee, granted two directors annual grants of 12,500 shares each, and the lead director was issued an annual grant of 17,500 shares, which vest quarterly in four (4) equal installments. The grant date was determined to be September 17, 2019 as that was when a mutual understanding of the key terms and conditions of the grants was reached. On the grant date, these shares had a per share fair value of $5.50 based on the quoted trading price, or $233,750. In addition, the Board approved two grants of restricted stock of the Company to Mr. Wheatley under the 2011 Stock Incentive Plan (the “Plan”). The total number of shares granted was determined based on an award of $150,000 divided by the per share quoted trading price on October 1, 2019. On the grant date, the shares had a per share fair value of $5.97 and 25,124 shares were granted. On October 1, 2019, 8,374 of these shares vested generating an expense of $50,000 on October 1, 2019. |
1. NATURE OF OPERATIONS, BASI_2
1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Envision Solar International, Inc., a Nevada corporation (hereinafter the “Company,” “us,” “we,” “our” or “Envision”) is a sustainable technology innovation company based in San Diego, California. Focusing on what we refer to as “Solar 3.0,” we invent, design, engineer, manufacture and sell solar powered products that enable vital and highly valuable services in locations where it is either too expensive or too impactful to connect to the utility grid, or where the requirements for electrical power are so important that grid failures, like blackouts, are intolerable. When competing with utilities or typical solar companies, we rely on our products’ ease of deployment, reliability, accessibility, and total cost of ownership, rather than producing the cheapest kilowatt hour with the help of subsidies. Envision’s products and proprietary technology solutions target three markets that are experiencing significant growth with annual global spending in the billions of dollars: · electric vehicle charging infrastructure; · out of home advertising platforms; and · energy security and disaster preparedness. The Company focuses on creating renewably energized, high-quality products for electric vehicle (“EV”) charging, outdoor media and branding, and energy security that are rapidly deployable and attractively designed. |
Basis of Presentation | Basis of Presentation The interim unaudited condensed financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. In management’s opinion, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly our results of operations and cash flows for the three and nine months ended September 30, 2019 and 2018, and our financial position as of September 30, 2019, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2018. The December 31, 2018 balance sheet is derived from those statements. |
Reverse Stock Split | Reverse Stock Split The Company completed a 1 for 50 reverse split of our common stock in April 2019, and all share and per share data in the accompanying unaudited financial statements and footnotes for all periods presented have been retroactively adjusted for this reverse stock split. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying unaudited condensed consolidated financial statements include the allowance for doubtful accounts receivable, valuation of inventory and cost allocations, depreciable lives of property and equipment, estimates of loss contingencies, estimates of the valuation of initial right of use assets and corresponding lease liabilities, valuation of beneficial conversion features in convertible debt, valuation of share-based expense, and the valuation allowance on deferred tax assets. |
Concentrations | Concentrations Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts from inception through September 30, 2019. As of September 30, 2019, $4,885,821 of the Company’s cash deposits were greater than the federally insured limits. Major Customers For the three months ended September 30, 2019, revenues from two customers accounted for 62% and 14% of total revenues, and for the nine months ended September 30, 2019, revenues from two customers accounted for 49% and 24% of total revenues, with no other single customer accounting for more than 10% of revenues. At September 30, 2019, accounts receivable from three customers accounted for 47%, 25% and 14% of total accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance. For the three months ended September 30, 2018, revenues from three customers accounted for 33%, 20% and 19% of total revenues, and for the nine months ended September 30, 2018, revenues from one customer accounted for 43%, with no other single customer accounting for more than 10% of revenues. At September 30, 2018, accounts receivable from three customers accounted for 42%, 25% and 13% of total accounts receivable, with no other single customer accounting for more than 10% of the accounts receivable balance. Major Suppliers The Company currently has one source from which it procures its batteries for use in its products. To help mitigate the risk of supply or quality issues that could impact production, the Company has identified additional sources of supply and is qualifying them for use in the future to mitigate any supply risk. |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purposes of the unaudited condensed statements of cash flows, the Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at September 30, 2019 and December 31, 2018 respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments, including accounts receivable, accounts payable, accrued expenses, and short-term loans, are carried at historical cost basis. At September 30, 2019, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. |
Accounts Receivable | Accounts Receivable Accounts receivable are customer obligations due under normal trade terms. Management reviews accounts receivable on a periodic basis to determine if any receivables may become uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, dialogue with the customer, the financial profile of a customer, our historical write-off experience, net of recoveries, and economic conditions. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. Further, the Company may record a general reserve in its allowance for doubtful accounts to account for future changes that may negatively impact our overall collections. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. |
Inventory | Inventory Inventory is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with the manufacturing process. The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory counts. A reserve is established if this review process determines the net realizable value of such inventory may be below the carrying value. |
Patents | Patents The Company believes it will achieve future economic value benefits for its various patents and patent ideas. All administrative costs for obtaining patents are accumulated on the balance sheet as a Patent asset until such time as a patent is issued. The costs of these intangible assets are classified as a long-term asset and amortized on a straight line basis over the legal life of such asset, which is typically 20 years. In the event a patent is denied or abandoned, all accumulated administrative costs will be expensed in the period in which the patent was denied or abandoned. Patent amortization expense was $2,397 and $856 in the nine-month periods ended September 30, 2019 and 2018, respectively. |
Leases | Leases In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02: “Leases (Topic 842)” whereby lessees need to recognize almost all leases on their balance sheet as a right of use asset and a corresponding lease liability. The Company adopted this standard as of January 1, 2019 using the effective date method and applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected not to reassess the following: (i) whether any expired or existing contracts contain leases, and (ii) initial direct costs for any existing leases. For contracts entered into after the effective date, at the inception of a contract the Company will assess whether the contract is, or contains, a lease. The Company’s assessment will be based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected to not recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less. Monthly lease payments on our sole operating lease range from $48,672 to $50,619 through the term of the lease. We calculated the present value of the remaining lease payment stream using our effective borrowing rate of 10%. We have recorded a right-of-use asset amounting to $435,035 included in property, plant and equipment and corresponding liability included in accrued expenses amounting to $480,094 related to this lease at September 30, 2019. |
Revenue Recognition | Revenue Recognition On January 1, 2018, Envision adopted the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes 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. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. Revenues are primarily derived from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products and revenues from sales of professional services. Revenues from inventoried product sales are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for such products within a 30-45 day period after delivery. Revenues from maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term. Revenue values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated to make payment for the service in advance of the maintenance period. Extended maintenance or warranty services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance obligation. If the company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis. Revenues from professional services are recognized as services are performed. Revenue values are based upon fixed fee arrangements or hourly fee-based arrangements with agreed to hourly rates of service categories in line with expertise requirements. These services are billed to a customer as such services are provided and the customer will be obligated to make payments for such services typically within a 30-45 day period. The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs as cost of revenues. Any deposits received from a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted for as deferred revenue on the balance sheet. Sales tax is recorded on a net basis and excluded from revenue. The Company generally provides a standard one-year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated, and it will pass on the warranties from its vendors, if any, which generally covers this one-year period. In accordance with ASC 450-20-25, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At September 30, 2019, the Company has no product warranty accrual given the Company’s de minimis historical financial warranty expense. |
Cost of Revenues | Cost of Revenues The Company records direct material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing equipment depreciation, rent, and utility costs, all of which are included in inventory prior to a sale, as costs of revenues. The Company further includes shipping and handling fees billed to customers as revenues and shipping and handling costs as cost of revenues. |
Stock-Based Compensation | Stock-Based Compensation The Company follows ASC 718, “Compensation – Stock Compensation.” ASC 718 requires companies to estimate and recognize the fair value of stock-based awards to employees and directors. The fair value of the portion of an award that is ultimately expected to vest is recognized as an expense over the shorter of the service periods or vesting periods using the straight-line attribution method. The Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718 and recognizes the fair value of such awards over the service period. The Company used the modified prospective method of adoption. There was no cumulative effect of adoption on January 1, 2019. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net loss per common share is computed using the weighted average number of common shares outstanding for the period, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. Convertible notes payable that are convertible into 35,174 common shares, options to purchase 288,662 common shares and warrants to purchase 2,538,990 common shares were outstanding at September 30, 2019. These shares were not included in the computation of diluted loss per share for the three or nine months ended September 30, 2019 because the effects would have been anti-dilutive. These options, warrants and convertible debt embedded conversion options may dilute future earnings per share. |
Segments | Segments The Company follows ASC 280-10 "Disclosures about Segments of an Enterprise and Related Information." During 2019 and 2018, the Company only operated in one segment; therefore, segment information has not been presented. |
3. INVENTORY (Tables)
3. INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | September 30, December 31, 2019 2018 Work in process $ 783,314 $ 443,701 Raw materials 924,029 698,689 Inventory allowance (11,424 ) (11,424 ) Total inventory $ 1,695,919 $ 1,130,966 |
4. ACCRUED EXPENSES (Tables)
4. ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued expenses | September 30, December 31, 2019 2018 Lease liability $ 480,094 $ – Accrued vacation 169,061 196,888 Accrued salaries 100,141 – Accrued interest 43,389 239,838 Accrued rent – 66,349 Accrued loss contingency – 71,744 Other accrued expense 31,252 39,351 Total accrued expenses $ 823,937 $ 614,170 |
12. STOCK OPTIONS AND WARRANTS
12. STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of warrants | Number of Warrants Outstanding December 31, 2018 134,359 Public Offering 2,300,000 Underwriter Warrants 100,001 Over-Allotment Warrants for Underwriters 10,000 Expired (5,370 ) Outstanding September 30, 2019 2,538,990 |
13. REVENUES (Tables)
13. REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues | For the nine months ended September 30, 2019 2018 Product Sales $ 4,607,237 $ 4,642,428 Maintenance Fees 8,432 5,682 Professional Services – 10,575 Total Revenues $ 4,615,669 $ 4,658,685 |
1. NATURE OF OPERATIONS, BASI_3
1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Reverse stock split | In April 2019, the Company effected a one-for-fifty reverse stock split | ||||
Cash uninsured amount | $ 4,885,821 | $ 4,885,821 | |||
Cash equivalents | $ 0 | 0 | $ 0 | ||
Patent amortization | $ 2,397 | $ 856 | |||
Lease borrowing rate | 10.00% | 10.00% | |||
Right-of-use asset | $ 435,035 | $ 435,035 | |||
Lease liability | $ 480,094 | $ 480,094 | |||
Convertible Notes Payable [Member] | |||||
Antidilutive shares | 35,174 | ||||
Options [Member] | |||||
Antidilutive shares | 288,662 | ||||
Warrants [Member] | |||||
Antidilutive shares | 2,538,990 | ||||
Revenues [Member] | One Customer [Member] | |||||
Concentration percentage | 62.00% | 33.00% | 49.00% | 43.00% | |
Revenues [Member] | One Customer [Member] | |||||
Concentration percentage | 14.00% | 20.00% | 24.00% | ||
Revenues [Member] | One Customer [Member] | |||||
Concentration percentage | 19.00% | ||||
Accounts Receivable [Member] | One Customer [Member] | |||||
Concentration percentage | 47.00% | 42.00% | |||
Accounts Receivable [Member] | One Customer [Member] | |||||
Concentration percentage | 25.00% | 25.00% | |||
Accounts Receivable [Member] | One Customer [Member] | |||||
Concentration percentage | 14.00% | 13.00% |
2. LIQUIDITY (Details Narrative
2. LIQUIDITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ (610,363) | $ (983,874) | $ (949,631) | $ (606,556) | $ (774,271) | $ (1,011,607) | $ (2,543,868) | $ (2,392,434) | ||
Net cash used in operating activities | (3,444,282) | (409,135) | ||||||||
Accumulated deficit | (44,419,527) | (44,419,527) | $ (41,875,659) | |||||||
Net proceeds from sale of equity | 13,201,000 | 0 | ||||||||
Cash | $ 5,292,229 | $ 254,940 | 5,292,229 | $ 254,940 | $ 244,024 | $ 403,475 | ||||
Equity Offering [Member] | ||||||||||
Net proceeds from sale of equity | $ 8,500,000 |
3. INVENTORY (Details)
3. INVENTORY (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Work in Process | $ 783,314 | $ 443,701 |
Raw Materials | 924,029 | 698,689 |
Inventory Allowance | (11,424) | (11,424) |
Total Inventory | $ 1,695,919 | $ 1,130,966 |
4. ACCRUED EXPENSES (Details)
4. ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Lease liability | $ 480,094 | $ 0 |
Accrued vacation | 169,061 | 196,888 |
Accrued salaries | 100,141 | 0 |
Accrued interest | 43,389 | 239,838 |
Accrued rent | 0 | 66,349 |
Accrued loss contingency | 0 | 71,744 |
Other accrued expense | 31,252 | 39,351 |
Total accrued expenses | $ 823,937 | $ 614,170 |
5. CONVERTIBLE LINE OF CREDIT (
5. CONVERTIBLE LINE OF CREDIT (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Feb. 20, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 26, 2017 | Oct. 24, 2017 | Dec. 31, 2018 | |
Repayment of line of credit | $ 960,000 | $ 626,220 | ||||||||
Convertible Line of Credit | 0 | $ 960,000 | ||||||||
Revolver [Member] | ||||||||||
Credit line maximum borrowing | $ 3,000,000 | |||||||||
Credit line expiration date | Dec. 31, 2019 | |||||||||
Revolver [Member] | Initial Draw Down [Member] | ||||||||||
Proceeds from line of credit | $ 850,000 | |||||||||
Warrants issued | 28,333 | |||||||||
Warrants issued fair value | $ 122,992 | |||||||||
Beneficial conversion features | $ 243,223 | |||||||||
Repayment of line of credit | $ 850,000 | |||||||||
Revolver [Member] | Second Draw Down [Member] | ||||||||||
Proceeds from line of credit | $ 300,000 | |||||||||
Warrants issued | 10,000 | |||||||||
Warrants issued fair value | $ 56,620 | |||||||||
Beneficial conversion features | $ 175,261 | |||||||||
Repayment of line of credit | $ 300,000 | |||||||||
Revolver [Member] | Third Drawdown [Member] | ||||||||||
Proceeds from line of credit | $ 290,000 | |||||||||
Warrants issued | 8,156 | |||||||||
Warrants issued fair value | $ 61,282 | |||||||||
Beneficial conversion features | 161,829 | |||||||||
Repayment of line of credit | $ 290,000 | |||||||||
Unamortized discount | $ 212,420 | |||||||||
Revolver [Member] | Other Drawdowns [Member] | ||||||||||
Proceeds from line of credit | $ 158,442 | 1,513,013 | ||||||||
Repayment of line of credit | $ 1,118,442 | 0 | 553,013 | |||||||
Interest expense | 9,893 | |||||||||
Interest expense paid | $ 44,599 | |||||||||
Convertible Line of Credit [Member] | ||||||||||
Convertible Line of Credit | 1,118,442 | $ 0 | 960,000 | |||||||
Accrued interest | $ 34,705 | $ 0 | $ 12,909 |
6. CONVERTIBLE NOTE PAYABLE -_2
6. CONVERTIBLE NOTE PAYABLE - RELATED PARTY (Details Narrative) - Convertible Note - Related Party [Member] - Wheatley [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Debt discount for beneficial conversion feature | $ 0 | $ 3,967 | $ 8,672 |
Convertible note payable related party balance outstanding | 212,929 | ||
Bonus granted | 35,000 | ||
Unamortized discount | 7,488 | ||
Accrued interest | $ 43,389 |
7. CONVERTIBLE NOTES PAYABLE (D
7. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 27, 2018 | |
Convertible note balance | $ 0 | $ 1,104,235 | ||||
Repayment of convertible note | 1,650,616 | $ 9,000 | ||||
Pegasus Note [Member] | ||||||
Convertible note balance | 0 | $ 100,000 | ||||
Accrued and unpaid interest | 92,603 | |||||
Repayment of convertible note | $ 100,000 | |||||
Interest paid | 93,096 | |||||
Interest expensed during period | 493 | |||||
Evey Note [Member] | ||||||
Convertible note balance | $ 0 | 42,876 | ||||
Unamortized discount | 7,740 | $ 30,960 | ||||
Accrued and unpaid interest | 76,440 | |||||
Repayment of convertible note | 50,616 | |||||
Interest paid | 77,066 | |||||
Interest expensed during period | 627 | |||||
Strategic advisory services | 80,000 | |||||
Lender Note [Member] | ||||||
Convertible note balance | 1,284,550 | |||||
Unamortized discount | 215,450 | |||||
Accrued and unpaid interest | $ 16,774 | |||||
Repayment of convertible note | 1,500,000 | |||||
Interest paid | 22,029 | |||||
Interest expensed during period | $ 5,255 |
8. NOTE PAYABLE (Details Narrat
8. NOTE PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Aug. 27, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2019 | |
Amortized of debt discount | $ 524,925 | $ 651,638 | ||||
Note Payable | 0 | $ 788,185 | ||||
Accrued interest | 43,389 | 239,838 | ||||
Note Payable [Member] | ||||||
Debt issuance date | Aug. 27, 2018 | |||||
Debt original amount | $ 750,000 | |||||
Debt interest rate | 10.00% | |||||
Maturity Date | Feb. 28, 2019 | |||||
Increase in note payable balance | 112,500 | |||||
Lender fees recorded as debt discount | $ 5,000 | |||||
Warrants issued, shares | 18,000 | |||||
Fair value of warrants | $ 115,521 | |||||
Amortized of debt discount | 100,102 | |||||
Note Payable | $ 0 | $ 862,500 | ||||
Unamortized discount | $ 74,315 | |||||
Accrued interest | $ 44,589 | |||||
Repayment of note payable | $ 862,500 | |||||
Interest paid | 47,466 | |||||
Interest expensed | 2,877 | |||||
Extension fee paid | $ 75,000 |
9. AUTO LOAN (Details Narrative
9. AUTO LOAN (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Auto loan current | $ 11,014 | $ 10,520 |
Auto loan noncurrent | $ 940 | $ 9,277 |
Auto Loan [Member] | ||
Debt interest rate | 5.99% | |
Auto loan current | $ 11,014 | |
Auto loan noncurrent | $ 940 |
10. COMMITMENTS AND CONTINGEN_2
10. COMMITMENTS AND CONTINGENCIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease expiration date | Aug. 31, 2020 |
Operating lease effective borrowing rate | 10.00% |
Right of use asset | $ 435,035 |
Operating lease liability | $ 480,094 |
11. COMMON STOCK (Details Narra
11. COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | May 15, 2019 | Apr. 18, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Proceeds from sale of units | $ 13,201,000 | $ 0 | |||
Payment of offering costs | $ 0 | 12,000 | |||
Reverse stock split | In April 2019, the Company effected a one-for-fifty reverse stock split | ||||
Proceeds from fractional shares | $ 171 | 0 | |||
Share-based compensation expense | $ 229,592 | $ 219,277 | |||
Unvested and unissued shares of stock | 25,000 | ||||
Unrecognized restricted stock grant expense | $ 118,750 | ||||
Compensation Agreement [Member] | Two Directors [Member] | Restricted Stock [Member] | |||||
Stock vested, shares | 7,500 | ||||
Share-based compensation expense | $ 56,250 | ||||
Compensation Agreement [Member] | A Director [Member] | Restricted Stock [Member] | |||||
Stock vested, shares | 3,750 | ||||
Share-based compensation expense | $ 37,500 | ||||
Performance Shares [Member] | Two Directors [Member] | Restricted Stock [Member] | |||||
Stock vested, shares | 17,500 | ||||
Share-based compensation expense | $ 96,250 | ||||
Performance Shares [Member] | A Director [Member] | Restricted Stock [Member] | |||||
Stock vested, shares | 5,000 | ||||
Share-based compensation expense | $ 27,500 | ||||
Underwriting Agreement [Member] | |||||
Unit description | One unit is one share of the Company's common stock and a warrant to purchase one share of Common Stock. | ||||
Units sold | 2,000,000 | ||||
Proceeds from sale of units | $ 12,003,000 | ||||
Payment of offering costs | $ 1,371,000 | $ 300,000 | |||
Warrants issued, shares | 300,000 | ||||
Proceeds from issuance of warrants | $ 3,000 | ||||
Underwriting Agreement [Member] | Underwriter Warrants [Member] | |||||
Warrants issued, shares | 110,000 | ||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||
Units sold | 200,000 | ||||
Proceeds from sale of units | $ 1,198,000 |
12. STOCK OPTIONS AND WARRANT_2
12. STOCK OPTIONS AND WARRANTS (Details - Warrants) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2019shares | |
Warrants outstanding, beginning balance | 134,359 |
Warrants expired | (5,370) |
Warrants outstanding, ending balance | 2,538,990 |
Underwriter Warrants [Member] | |
Warrants issued | 100,001 |
Public Offering [Member] | |
Warrants issued | 2,300,000 |
Over-Allotment Option [Member] | |
Warrants issued | 10,000 |
12. STOCK OPTIONS AND WARRANT_3
12. STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock option expense | $ 12,092 | $ 13,026 | |
Options [Member] | |||
Options granted during period | 0 | ||
Stock option expense | $ 12,092 | $ 13,026 | |
Unrecognized stock option expense | $ 201,719 | ||
Unrecognized compensation expense amortization period | 4 years | ||
Options outstanding | 288,662 | ||
Options forfeited | 29,650 | ||
Options expired | 27,198 | ||
Options [Member] | Chief Financial Officer [Member] | |||
Options granted during period | 49,104 | ||
Weighted average vesting period | 4 years | ||
Option exercise price | $ 5.78 | ||
Fair value of options granted | $ 210,489 | ||
Warrants [Member] | |||
Warrants expired | 5,370 | ||
Warrants [Member] | Underwriter Warrants [Member] | |||
Warrants issued | 2,300,000 | ||
Warrant term | 5 years | ||
Warrant exercise price | $ 6.30 | ||
Warrants [Member] | Underwriter Fee Warrants [Member] | |||
Warrants issued | 110,000 | ||
Warrant term | 5 years | ||
Warrant exercise price | $ 6.60 |
13. REVENUES (Details)
13. REVENUES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | $ 1,785,724 | $ 938,218 | $ 4,615,669 | $ 4,658,685 |
Product sales [Member] | ||||
Revenues | 4,607,237 | 4,642,428 | ||
Maintenance fees [Member] | ||||
Revenues | 8,432 | 5,682 | ||
Professional Services [member] | ||||
Revenues | $ 0 | $ 10,575 |
13. REVENUES (Details Narrative
13. REVENUES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Deferred revenue | $ 86,677 | $ 86,677 | $ 835,785 | ||
Cost of revenues | 1,444,887 | $ 894,068 | 4,266,389 | $ 4,561,501 | |
Prior Contract Accrual [Member] | |||||
Cost of revenues | 30,611 | 71,744 | |||
Product Deposits [Member] | |||||
Deferred revenue | 26,304 | 26,304 | |||
Maintenance Fees [Member] | |||||
Deferred revenue | $ 60,373 | $ 60,373 |