Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2018 | Aug. 06, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ecoark Holdings, Inc. | |
Entity Central Index Key | 1,437,491 | |
Trading Symbol | ZEST | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 48,972,306 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
CURRENT ASSETS | ||
Cash ($100 pledged as collateral for credit) | $ 1,748 | $ 3,730 |
Accounts receivable, net of allowance of $87 and $87 as of June 30, 2018 and March 31, 2018, respectively | 2,014 | 2,617 |
Prepaid expenses | 208 | 242 |
Current assets held for sale - (Note 2) | 1,087 | 645 |
Total current assets | 5,057 | 7,234 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 2,448 | 2,619 |
Intangible assets, net | 1,407 | 1,545 |
Non-current assets held for sale - (Note 2) | 1,018 | 1,023 |
Other assets | 26 | 26 |
Total non-current assets | 4,899 | 5,213 |
TOTAL ASSETS | 9,956 | 12,447 |
CURRENT LIABILITIES | ||
Accounts payable | 2,537 | 2,350 |
Accrued liabilities | 914 | 1,080 |
Current portion of long-term debt | 500 | 500 |
Current liabilities held for sale - (Note 2) | 15 | 43 |
Total current liabilities | 3,966 | 3,973 |
NON-CURRENT LIABILITIES | ||
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | 3,966 | 3,973 |
STOCKHOLDERS' EQUITY (Numbers of shares rounded to thousands) | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | ||
Common stock, $0.001 par value; 100,000 shares authorized, 49,533 shares issued and 48,972 shares outstanding as of June 30, 2018 and 49,468 shares issued and 48,923 shares outstanding as of March 31, 2018 | 50 | 49 |
Additional paid-in-capital | 123,510 | 122,424 |
Accumulated deficit | (115,929) | (112,381) |
Treasury stock, at cost | (1,641) | (1,618) |
Total stockholders' equity | 5,990 | 8,474 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 9,956 | $ 12,447 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Pledged as collateral for credit | $ 100 | $ 100 |
Accounts receivable, net of allowance | $ 87 | $ 87 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 49,533 | 49,468 |
Common stock, shares outstanding | 48,972 | 48,923 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CONTINUING OPERATIONS: | ||
REVENUES | $ 753 | $ 1 |
COST OF REVENUES | 430 | 13 |
GROSS PROFIT (LOSS) | 323 | (12) |
OPERATING EXPENSES: | ||
Selling, general and administrative | 2,091 | 11,890 |
Depreciation, amortization, and impairment | 309 | 120 |
Research and development | 870 | 1,620 |
Total operating expenses | 3,270 | 13,630 |
Loss from continuing operations before other expenses | (2,947) | (13,642) |
OTHER EXPENSE: | ||
Interest expense, net of interest income | (11) | (15) |
Total other expenses | (11) | (15) |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (2,958) | (13,657) |
DISCONTINUED OPERATIONS: | ||
Loss from discontinued operations | (590) | (588) |
Gain on disposal of discontinued operations | 636 | |
Total discontinued operations | (590) | 48 |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (3,548) | $ (13,609) |
NET LOSS PER SHARE | ||
Basic and diluted: Continuing operations | $ (0.06) | $ (0.32) |
Discontinued operations | (0.01) | |
Total | $ (0.07) | $ (0.32) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||
Basic and diluted | 48,960 | 43,247 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (3,548) | $ (13,609) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 362 | 254 |
Shares of common stock issued for services rendered | 136 | 1,314 |
Share-based compensation - stock - employees | 951 | 6,938 |
Share-based compensation due to employment agreements | 1,500 | |
Loss from discontinued operations | 590 | 588 |
Gain on sale of discontinued operations | (636) | |
Changes in assets and liabilities: | ||
Accounts receivable | 573 | 95 |
Inventory | (437) | (494) |
Prepaid expenses | 46 | (290) |
Other current assets | 13 | (498) |
Other assets | 4 | |
Accounts payable | 158 | (479) |
Accrued liabilities | (167) | (1,824) |
Net cash used in operating activities of continuing operations | (1,323) | (7,137) |
Net cash used in discontinued operations | (590) | (439) |
Net cash used in operating activities | (1,913) | (7,576) |
Cash flows from investing activities: | ||
Proceeds from sale of Eco3d | 2,006 | |
Purchases of property and equipment | (12) | |
Net cash provided by investing activities of continuing operations | 1,994 | |
Net cash used in investing activities of discontinued operations | (46) | (33) |
Net cash provided by (used in) investing activities | (46) | 1,961 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of fees | 9,106 | |
Purchase of treasury shares from employees for tax withholdings | (23) | (577) |
Net cash provided by (used in) financing activities | (23) | 8,529 |
NET INCREASE (DECREASE) IN CASH | (1,982) | 2,914 |
Cash - beginning of period | 3,730 | 8,646 |
Cash - end of period | 1,748 | 11,560 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 11 | 15 |
Cash paid for income taxes | ||
Assets acquired via acquisition of 440labs, Inc.: | ||
Identifiable intangible assets | 1,435 | |
Goodwill | $ 65 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2018 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Ecoark Holdings, Inc. (“Ecoark Holdings” or the “Company”) is an innovative AgTech company that is focused on modernizing the post-harvest fresh food supply chain for a wide range of organizations including growers, distributors and retailers. Ecoark Holdings is a holding company that supports the businesses of its subsidiaries. Ecoark Holdings is the parent company of Ecoark, Inc. and Magnolia Solar Inc. Ecoark, Inc. Eco3d, LLC Eco360, LLC Pioneer Products, LLC Sable Polymer Solutions, LLC Zest Labs, Inc. (“Zest Labs”) is located in San Jose, California and offers freshness management solutions for food retailers, restaurants, growers, processors and suppliers. Its Zest Fresh solution is a cloud-based post-harvest freshness management solution that improves delivered freshness and reduces losses due to temperature handling and processing by intelligently matching customer freshness requirements with actual product freshness. It focuses on four primary value propositions – operational efficiency, consistent food freshness, reduced waste, and improved food safety. Zest Fresh empowers workers with real-time analytic tools and alerts that improve efficiency while driving quality consistency through best practice adherence at a pallet level. The Company’s Zest Delivery solution offers dynamic monitoring and control for prepared food delivery containers, helping delivery and dispatch personnel ensure the quality and safety of delivered food. Zest Labs (then known as Intelleflex Corporation) was purchased by Ecoark in September 2013. Effective October 28, 2016, Intelleflex Corporation changed its name to Zest Labs, Inc. to align its corporate name with its mission and the brand name of its products and services. Zest Labs acquired 440labs, Inc. in a stock transaction on May 23, 2017. 440labs, Inc. Magnolia Solar Inc. Fiscal Year-End Change On January 19, 2017, the Ecoark Holdings Board approved a change from a fiscal year ending on December 31 to a fiscal year ending on March 31 as permitted by the bylaws of Ecoark Holdings. The change applied to all subsidiaries except Eco3d which was sold in April 2017. Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2018. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Reclassifications The Company has reclassified certain amounts in the June 30, 2017 condensed consolidated financial statements to be consistent with the June 30, 2018 presentation. Reclassifications relating to the discontinued operations are described in Note 2. The reclassifications had no impact on net loss or net cash flows for the three months ended June 30, 2018 and 2017. Segment Information The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280-10 Segment Reporting. Recent Accounting Pronouncements Pending Adoption In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02 Leases (Topic 842). In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. There were other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Going Concern The Company has experienced losses from operations resulting in an accumulated deficit of $115,929 since inception. The accumulated deficit together with losses of $3,548 for the three months ended June 30, 2018, and net cash used in operating activities in the three months ended June 30, 2018 of $1,913, have resulted in the uncertainty of the Company’s ability to continue as a going concern. These condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company raised additional capital through the issuance of common stock, net of fees, in private placements, issuances under equity purchase agreements and sales of convertible notes of $12,693 in the year ended March 31, 2018. The Company’s ability to raise additional capital through future equity and debt securities issuances and completion of the divesting of non-core assets is unknown. Obtaining additional financing and the successful development of the Company’s strategic plan to achieve profitability are necessary for the Company to continue operations. There can be no assurance that such capital will be available or on terms acceptable to the Company. There can also be no assurance that the Company will have met the SEC’s Form S-3 eligibility requirements to use its shelf registration. The Company intends to further develop its product offerings and customer bases. The Company’s plans to achieve profitability include evaluating the cost structure and processes of its operations, both at the margin and operating expense levels, as well as pursuing additional strategic acquisitions and dispositions. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern as determined by management. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 2: DISCONTINUED OPERATIONS On April 14, 2017, the Company sold the assets, liabilities and membership interests in Eco3d to a group led by executives of Eco3d after the Company’s Board concluded that Eco3d did not fit the future strategic direction of the Company. The Company received $2,006 in cash and 560 shares of the Company’s common stock (including 525 shares that had been exchanged for the noncontrolling interest in September 2016) that was held by executives of Eco3d, which were canceled upon receipt. In accordance with ASC 205-20 and having met the criteria for “held for sale”, the Company had reflected amounts relating to Eco3d as a disposal group classified as held for sale at March 31, 2017 and has included amounts relating to Eco3d as part of discontinued operations. Eco3d had $188 in revenues and a $57 loss in the first two weeks of April 2017 that are included in the table below. There was no significant continuing involvement with Eco3d. In addition, as a result of receiving letters of intent for the sale of key assets of Sable, Pioneer and Magnolia Solar, and the approval by the Company’s Board in May 2018 to sell the assets, those assets are included in assets held for sale and their operations included in discontinued operations. Carrying amounts of major classes of assets and liabilities classified as held for sale and included as part of discontinued operations in the condensed consolidated balance sheets consisted of the following: June 30, 2018: Inventory $ 1,048 Other current assets 39 Current assets – held for sale $ 1,087 Property and equipment, net 993 Other assets 25 Non-current assets – held for sale $ 1,018 Accounts payable 2 Accrued liabilities 13 Current liabilities – held for sale $ 15 March 31, 2018: Inventory $ 611 Other current assets 34 Current assets – held for sale $ 645 Property and equipment, net 995 Other assets 28 Non-current assets – held for sale $ 1,023 Accounts payable 30 Accrued liabilities 13 Current liabilities – held for sale $ 43 Major line items constituting loss from discontinued operations in the condensed consolidated statements of operations consisted of the following: Three months ended June 30, 2018: Revenue $ 2,479 Cost of revenue 2,845 Gross loss (366 ) Operating expenses 224 Loss from discontinued operations $ (590 ) Non-cash expenses $ 61 Three months ended June 30, 2017: Revenue $ 2.693 Cost of revenue 2,884 Gross loss (191 ) Operating expenses 397 Loss from discontinued operations $ (588 ) Non-cash expenses $ 194 After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance due to the uncertainty of realizing income tax benefit for all periods presented, and the income tax provision for all periods presented was considered immaterial. Thus, no separate tax provision or benefit relating to discontinued operations is included here or on the face of the condensed consolidated statements of operations. Non-cash expenses above consist principally of depreciation, amortization and impairment costs. Capital expenditures of discontinued operations were principally at Sable and amounted to $46 and $33 for the three months ended June 30,2018 and 2017, respectively. Gain on the sale of Eco3d of $636 was recognized in discontinued operations in the three months ended June 30, 2017. |
Revenue
Revenue | 3 Months Ended |
Jun. 30, 2018 | |
Revenue [Abstract] | |
REVENUE | NOTE 3: REVENUE The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The following table disaggregates the Company’s revenue by major source: Three Months Ended June 30, 2018 2017 Revenue: (Unaudited) (Unaudited) Professional services $ 750 $ - Software as a Service 3 - Hardware sales - 1 $ 753 $ 1 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Jun. 30, 2018 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4: PROPERTY AND EQUIPMENT Property and equipment consisted of the following: June 30, 2018 March 31, 2018 (Unaudited) Zest Labs freshness hardware $ 2,477 $ 2,477 Computers and software costs 400 400 Machinery and equipment 211 211 Furniture and fixtures 89 89 Leasehold improvements 4 4 Total property and equipment 3,181 3,181 Accumulated depreciation and impairment (733 ) (562 ) Property and equipment, net $ 2,448 $ 2,619 During the year ended March 31, 2018 Zest Labs entered into SaaS contracts with customers and $2,477 of assets previously classified as inventory were reclassified to property and equipment as of March 31, 2018. These assets will be used in the satisfaction of performance obligations to customers and depreciated over estimated useful lives of three to seven years. Depreciation expense for the three months ended June 30, 2018 and 2017 was $171 and $32, respectively. Property and equipment for Sable and Magnolia Solar has been reclassified as assets held for sale as more fully described in Note 2 and accordingly depreciation expense for Sable through May 2018 has been included in the loss from discontinued operations. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2018 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 5: INTANGIBLE ASSETS Intangible assets consisted of the following: June 30, March 31, (Unaudited) Patents $ 1,013 $ 1,013 Outsourced vendor relationships 1,017 1,017 Non-compete agreements 340 340 Total intangible assets 2,370 2,370 Accumulated amortization and impairment (963 ) (825 ) Intangible assets, net $ 1,407 $ 1,545 The outsourced vendor relationships and non-compete agreements were recorded as part of the acquisition of 440labs described in Note 11 below. Amortization expense for the three months ended June 30, 2018 and 2017 was $138 and $88, respectively. Amortization for the intangible assets related to the discontinued operations for the three months ended June 30, 2017 are included in the loss from discontinued operations for the three months ended June 30, 2017. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Jun. 30, 2018 | |
Accrued Liabilities [Abstract] | |
ACCRUED LIABILITIES | NOTE 6: ACCRUED LIABILITIES Accrued liabilities consisted of the following: June 30, March 31, (Unaudited) Vacation and paid time off $ 302 $ 278 Professional fees and consulting costs 213 325 Payroll and employee expenses 96 75 Legal fees 23 100 Hardware in transit - 26 Other 280 276 $ 914 $ 1,080 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt [Abstract] | |
LONG-TERM DEBT | NOTE 7: LONG-TERM DEBT The Company had a secured convertible promissory note (“convertible note”) bearing interest at 10% per annum, entered into on January 10, 2017 for $500 with the principal due in one lump sum payment on or before July 10, 2018. The principal along with accrued interest of $11 was paid on July 2, 2018. The convertible note was part of the financing the Company entered into in the three months ended March 31, 2017. Interest expense on debt for the three months ended June 30, 2018 and 2017 was $11 and $15, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8: STOCKHOLDERS’ EQUITY Ecoark Holdings Preferred Stock On March 18, 2016, the Company created 5,000 shares of “blank check” preferred stock, par value $0.001. No preferred shares have been issued. Ecoark Holdings Common Stock The Company has 100,000 shares of common stock, par value $0.001 which were authorized on March 18, 2016. The Company has outstanding warrants of 10,577 as of June 30, 2018 that are exercisable into shares of common stock. In the three months ended June 30, 2018, the Company issued 24 shares of common stock pursuant to stock awards granted from the 2013 Ecoark Holdings Incentive Stock Plan (“2013 Incentive Stock Plan”), net of 16 shares of common stock acquired from employees in lieu of amounts required to satisfy minimum withholding requirements upon vesting of the employees’ stock. The Company also issued 25 shares to an advisor to the Company pursuant to a stock award granted from the 2017 Ecoark Holdings Omnibus Incentive Plan (“2017 Omnibus Incentive Plan”). Share-based Compensation The 2013 Incentive Stock Plan was registered on February 7, 2013. Under the 2013 Incentive Stock Plan, the Company may grant incentive stock in the form of stock options, stock awards and stock purchase offers of up to 5,500 shares of common stock to Company employees, officers, directors, consultants and advisors. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. The 2017 Omnibus Incentive Plan was registered on June 14, 2017. Under the 2017 Omnibus Incentive Plan, the Company may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards. Awards of up to 4,000 shares of common stock to Company employees, officers, directors, consultants and advisors are available under the 2017 Omnibus Incentive Plan. The type of grant, vesting provisions, exercise price and expiration dates are to be established by the Board at the date of grant. During the year ended March 31, 2018, the Compensation Committee of the Board of Directors of the Company issued non-qualified stock option awards to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. Share-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of operations as follows: 2013 Incentive Stock Plan 2017 Omnibus Incentive Plan Non-Qualified Stock Options Common Stock Total Three months ended June 30, 2018 Directors $ - $ 100 $ - $ - $ 100 Employees 202 98 651 - 951 Services - 36 - - 36 $ 202 $ 234 $ 651 $ - $ 1,087 Three months ended June 30,2017 Directors $ - $ 125 $ - $ - $ 125 Employees 6,900 38 - 1,500 8,438 Services 113 - - - 113 Amortization of services cost 1,076 - - - 1,076 $ 8,089 $ 163 - $ 1,500 $ 9,752 |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2018 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 9: INCOME TAXES The Company has a net operating loss carryforward for tax purposes totaling approximately $93,204 at June 30, 2018. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after certain ownership shifts. The provision (benefit) for income taxes for the three months ended June 30, 2018 and 2017 differs from the amount expected as a result of applying statutory tax rates to the losses before income taxes principally due to establishing a valuation allowance to fully offset the potential income tax benefit. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required taxable income is uncertain, the Company has recorded a full valuation allowance against deferred tax assets. The Company’s deferred tax assets are summarized as follows: June 30, 2018 March 31, 2018 (Unaudited) Net operating loss carryover $ 21,768 $ 21,274 Depreciable and amortizable assets 1,209 1,168 Share-based compensation 3,067 2,858 Accrued liabilities 58 58 Allowance for bad debts 13 13 Other 332 331 Less: valuation allowance (26,447 ) (24,708 ) Net deferred tax asset $ - $ - After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at June 30, 2018 and March 31, 2018, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance increased by $1,739 in the three months ended June 30, 2018. The Company has not identified any uncertain tax positions and has not received any significant notices from tax authorities. On December 22, 2017, Public Law 115-97, informally referred to as the Tax Cuts and Jobs Act (“TCJA”) was enacted into U.S. law. The TCJA provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended, that impact corporate taxation requirements. Effective January 1, 2018, the federal tax rate for corporations was reduced from 35% to 21% for U.S. taxable income. That required a one-time remeasurement of deferred taxes to reflect their value at a lower rate of 21%. Accordingly, the components of deferred tax assets in the table above have been remeasured at 21%. Additionally, the new tax law requires specified research and development or experimentation expenses paid or incurred after December 31, 2021 be capitalized and amortized ratably over a five-year period. That has the potential to impact the Company in the future. We continue to evaluate the impact of the TCJA. |
Concentrations
Concentrations | 3 Months Ended |
Jun. 30, 2018 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 10: CONCENTRATIONS During the three months ended June 30, 2018 and 2017 the Company had one major customer in each period comprising 99% and 100% of sales, respectively. A major customer is defined as a customer that represents 10% or greater of total sales. Additionally, the Company had two customers at June 30, 2018 and one customer as of March 31, 2018 with accounts receivable balances of 72% and 93% of the total accounts receivable. The Company does not believe that risk associated with these customers will have an adverse effect on the business. In addition, during the three months ended June 30, 2018 and 2017, the Company had one major vendor in each period comprising 26% and 16% of purchases, respectively. A major vendor is defined as a vendor that represents 10% or greater of total purchases. Alternative sources exist such that the risk associated with the two vendors is not expected to have an adverse effect on the Company. Additionally, the Company had one vendor as of both June 30, 2018 and March 31, 2018 representing 50% and 27%, respectively, of total accounts payable. The Company maintained cash balances in excess of the FDIC insured limit in both years. The Company does not consider this risk to be material. |
Acquisition of 440labs, Inc.
Acquisition of 440labs, Inc. | 3 Months Ended |
Jun. 30, 2018 | |
Acquisition of 440labs, Inc.[Abstract] | |
ACQUISITION OF 440labs, Inc. | NOTE 11: ACQUISITION OF 440labs, Inc. On May 18, 2017, the Company entered into an exchange agreement (the “Exchange Agreement”) with Zest Labs, 440labs, SphereIt, LLC, a Massachusetts limited liability company (“SphereIt”) and three of 440labs’ executive employees. Pursuant to the Exchange Agreement, on May 23, 2017 the Company acquired all of the shares of 440labs in exchange for 300 shares of the Company’s common stock issued to SphereIt. 440labs’ three executive employees signed employment agreements pursuant to which each of the three executive employees received 100 shares of the Company’s common stock and became employed by Zest Labs. No cash was paid relating to the acquisition of 440labs. 440labs is a software development and information solutions provider for cloud, mobile, and IoT applications. 440labs’ experienced leadership and engineering teams will augment Zest Labs’ development of modern, enterprise scale solutions that robustly connect to distributed IoT deployments. 440labs blends onshore and offshore resources to optimize development and provide extended runtime operations coverage, critical to broad-based deployments. The Company acquired the assets and liabilities noted below in exchange for the 300 shares and accounted for the acquisition in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: Identifiable intangible assets $ 1,435 Goodwill 65 $ 1,500 The primary business of 440labs is providing development services to Zest Labs. In consolidation, the revenues of 440labs prior to the acquisition would have been eliminated against the expenses of Zest Labs that were paid to 440labs, resulting in an insignificant impact to the net losses of the Company. The goodwill is not expected to be deductible for tax purposes. The goodwill was tested for impairment and written off in the quarter ended March 31, 2018 along with the intangible asset related to one of the executive employees who resigned from the Company. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12: COMMITMENTS AND CONTINGENCIES Legal Proceedings On August 1, 2018, Ecoark Holdings and Zest Labs filed a complaint against Walmart Inc. in the United States District Court for the Eastern District of Arkansas, Western Division. The complaint includes claims for violation of the Arkansas Trade Secrets Act, violation of the federal Defend Trade Secrets Act, breach of contract, unfair competition, unjust enrichment, breach of the covenant of good faith and fair dealing, conversion and fraud. Ecoark Holdings and Zest Labs are seeking damages of more than $2,000,000 (two billion) and other related relief to the extent it is deemed proper by the court. The Company does not believe that expenses incurred in pursuing the complaint will have a material effect on the Company’s net income or financial condition for the fiscal year ended March 31, 2019 or any individual fiscal quarter. On June 20, 2018, a complaint against the Company and certain affiliates was filed by Ridgeline, LLC in the U.S. District Court - Northern District of California. The complaint refers to an advisory agreement dated January 1, 2015 with Ecoark, Inc., a subsidiary of the Company, in which Ridgeline was to provide advice and consultation to Ecoark, Inc. in exchange for consulting fees, expenses and a warrant to purchase equity in Ecoark, Inc. The complaint seeks judgment for compensatory damages in excess of $75, specific performance regarding delivery of a warrant, attorney’s fees, interest and other relief. Company counsel has advised us that it is remote that the complaint, if decided adversely to or settled by the Company, will result in a liability material to the Company’s financial condition or results of operations. Operating Leases The Company leases many of its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. These leases expire at various dates through 2020. Rent expense for continuing operations was $72 and $91 in the three months ended June 30, 2018 and 2017, respectively. Future minimum lease payments required under the operating leases for continuing operations are as follows: fiscal 2019 - $133 and fiscal 2020 - $113. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13: SUBSEQUENT EVENTS Subsequent to June 30, 2018, the Company has issued 8 shares of common stock pursuant to stock awards granted from the 2013 Incentive Stock Plan. The Company acquired 5 shares of common stock from employees in lieu of amounts required to satisfy minimum withholding requirements upon vesting of the employees’ stock. Subsequent to June 30, 2018, the Board awarded 150 incentive stock options to employees pursuant to the 2017 Omnibus Incentive Plan, which grants are at an exercise price of $1.35, a term of 10 years and a vesting period over four years. The Company had a secured convertible promissory note bearing interest at 10% per annum, entered on January 10, 2017 for $500 with the principal due in one lump sum payment on or before July 10, 2018. On July 2, 2018 the $500 and $11 of accrued interest was repaid and the note retired. |
Organization and Summary of S19
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2018 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2018. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the June 30, 2017 condensed consolidated financial statements to be consistent with the June 30, 2018 presentation. Reclassifications relating to the discontinued operations are described in Note 2. The reclassifications had no impact on net loss or net cash flows for the three months ended June 30, 2018 and 2017. |
Segment Information | Segment Information The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280-10 Segment Reporting. |
Recent Accounting Pronouncements Pending Adoption | Recent Accounting Pronouncements Pending Adoption In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02 Leases (Topic 842). In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. There were other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Going Concern | Going Concern The Company has experienced losses from operations resulting in an accumulated deficit of $115,929 since inception. The accumulated deficit together with losses of $3,548 for the three months ended June 30, 2018, and net cash used in operating activities in the three months ended June 30, 2018 of $1,913, have resulted in the uncertainty of the Company’s ability to continue as a going concern. These condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company raised additional capital through the issuance of common stock, net of fees, in private placements, issuances under equity purchase agreements and sales of convertible notes of $12,693 in the year ended March 31, 2018. The Company’s ability to raise additional capital through future equity and debt securities issuances and completion of the divesting of non-core assets is unknown. Obtaining additional financing and the successful development of the Company’s strategic plan to achieve profitability are necessary for the Company to continue operations. There can be no assurance that such capital will be available or on terms acceptable to the Company. There can also be no assurance that the Company will have met the SEC’s Form S-3 eligibility requirements to use its shelf registration. The Company intends to further develop its product offerings and customer bases. The Company’s plans to achieve profitability include evaluating the cost structure and processes of its operations, both at the margin and operating expense levels, as well as pursuing additional strategic acquisitions and dispositions. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern as determined by management. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations [Abstract] | |
Schedule of discontinued operations of consolidated balance sheets | June 30, 2018: Inventory $ 1,048 Other current assets 39 Current assets – held for sale $ 1,087 Property and equipment, net 993 Other assets 25 Non-current assets – held for sale $ 1,018 Accounts payable 2 Accrued liabilities 13 Current liabilities – held for sale $ 15 March 31, 2018: Inventory $ 611 Other current assets 34 Current assets – held for sale $ 645 Property and equipment, net 995 Other assets 28 Non-current assets – held for sale $ 1,023 Accounts payable 30 Accrued liabilities 13 Current liabilities – held for sale $ 43 |
Schedule of loss from discontinued operations in the condensed consolidated statements | Three months ended June 30, 2018: Revenue $ 2,479 Cost of revenue 2,845 Gross loss (366 ) Operating expenses 224 Loss from discontinued operations $ (590 ) Non-cash expenses $ 61 Three months ended June 30, 2017: Revenue $ 2.693 Cost of revenue 2,884 Gross loss (191 ) Operating expenses 397 Loss from discontinued operations $ (588 ) Non-cash expenses $ 194 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Revenue [Abstract] | |
Schedule of revenue by major source | Three Months Ended June 30, 2018 2017 Revenue: (Unaudited) (Unaudited) Professional services $ 750 $ - Software as a Service 3 - Hardware sales - 1 $ 753 $ 1 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | June 30, 2018 March 31, 2018 (Unaudited) Zest Labs freshness hardware $ 2,477 $ 2,477 Computers and software costs 400 400 Machinery and equipment 211 211 Furniture and fixtures 89 89 Leasehold improvements 4 4 Total property and equipment 3,181 3,181 Accumulated depreciation and impairment (733 ) (562 ) Property and equipment, net $ 2,448 $ 2,619 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | June 30, March 31, (Unaudited) Patents $ 1,013 $ 1,013 Outsourced vendor relationships 1,017 1,017 Non-compete agreements 340 340 Total intangible assets 2,370 2,370 Accumulated amortization and impairment (963 ) (825 ) Intangible assets, net $ 1,407 $ 1,545 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Accrued Liabilities [Abstract] | |
Summary of accrued liabilities | June 30, March 31, (Unaudited) Vacation and paid time off $ 302 $ 278 Professional fees and consulting costs 213 325 Payroll and employee expenses 96 75 Legal fees 23 100 Hardware in transit - 26 Other 280 276 $ 914 $ 1,080 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity [Abstract] | |
Schedule of share-based compensation expense | 2013 Incentive Stock Plan 2017 Omnibus Incentive Plan Non-Qualified Stock Options Common Stock Total Three months ended June 30, 2018 Directors $ - $ 100 $ - $ - $ 100 Employees 202 98 651 - 951 Services - 36 - - 36 $ 202 $ 234 $ 651 $ - $ 1,087 Three months ended June 30,2017 Directors $ - $ 125 $ - $ - $ 125 Employees 6,900 38 - 1,500 8,438 Services 113 - - - 113 Amortization of services cost 1,076 - - - 1,076 $ 8,089 $ 163 - $ 1,500 $ 9,752 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Income Taxes [Abstract] | |
Schedule of deferred tax assets | June 30, 2018 March 31, 2018 (Unaudited) Net operating loss carryover $ 21,768 $ 21,274 Depreciable and amortizable assets 1,209 1,168 Share-based compensation 3,067 2,858 Accrued liabilities 58 58 Allowance for bad debts 13 13 Other 332 331 Less: valuation allowance (26,447 ) (24,708 ) Net deferred tax asset $ - $ - |
Acquisition of 440labs, Inc. (T
Acquisition of 440labs, Inc. (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Acquisition of 440labs, Inc.[Abstract] | |
Schedule of fair value effective date of acquisition the purchase price | Identifiable intangible assets $ 1,435 Goodwill 65 $ 1,500 |
Organization and Summary of S28
Organization and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | |
Organization and Summary of Significant Accounting Policies (Textual) | |||
Net loss | $ (3,548) | $ (13,609) | |
Accumulated deficit | (115,929) | $ (112,381) | |
Cash used in operating activities | (1,913) | $ (7,576) | |
Additional capital, net of expenses | $ 12,693 | ||
Eco3d, LLC [Member] | |||
Organization and Summary of Significant Accounting Policies (Textual) | |||
Ownership percentage of the company | 65.00% | ||
Percentage of non-controlling interest, description | Eco3d was formed by Ecoark in November 2013 and Ecoark owned 65% of the LLC. The remaining 35% was reflected as non-controlling interest until September 2016 when Ecoark Holdings issued shares of stock in exchange for the 35% non-controlling interest. | ||
Percentage of non-controlling interest | 35.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||
Inventory | $ 1,048 | $ 611 |
Other current assets | 39 | 34 |
Current assets - held for sale | 1,087 | 645 |
Property and equipment, net | 993 | 995 |
Other assets | 25 | 28 |
Non-current assets - held for sale | 1,018 | 1,023 |
Accounts payable | 2 | 30 |
Accrued liabilities | 13 | 13 |
Current liabilities - held for sale | $ 15 | $ 43 |
Discontinued Operations (Deta30
Discontinued Operations (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Discontinued Operations [Abstract] | ||
Revenue | $ 2,479 | $ 2,693 |
Cost of revenue | 2,845 | 2,884 |
Gross loss | (366) | (191) |
Operating expenses | 224 | 397 |
Loss from discontinued operations | (590) | (588) |
Non-cash expenses | $ 61 | $ 194 |
Discontinued Operations (Deta31
Discontinued Operations (Details Textual) - USD ($) shares in Thousands, $ in Thousands | Apr. 14, 2017 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 |
Discontinued Operations (Textual) | ||||
Cash received | $ 2,006 | |||
Gain on sale of discontinued operations | 636 | |||
Capital expenditures of discontinued operations | 46 | 33 | ||
Revenues | 2,479 | 2,693 | ||
Loss | $ (590) | (588) | ||
Eco3d [Member] | ||||
Discontinued Operations (Textual) | ||||
Cash received | $ 2,006 | |||
Shares received from Eco3d | 560 | |||
Shares issued in exchange for noncontrolling interest | 525 | |||
Gain on sale of discontinued operations | $ 636 | |||
Revenues | $ 188 | |||
Loss | $ 57 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | $ 753 | $ 1 |
Professional services [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | 750 | |
Software as a Service [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | 3 | |
Hardware sales [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Total Revenues | $ 1 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,181 | $ 3,181 |
Accumulated depreciation and impairment | (733) | (562) |
Property and equipment, net | 2,448 | 2,619 |
Zest Labs freshness hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,477 | 2,477 |
Computers and software costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 400 | 400 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 211 | 211 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 89 | 89 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4 | $ 4 |
Property and Equipment (Detai34
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | |
Property and Equipment (Textual) | |||
Depreciation expense | $ 171 | $ 32 | |
Maximum [Member] | |||
Property and Equipment (Textual) | |||
Estimated useful lives | 7 years | ||
Minimum [Member] | |||
Property and Equipment (Textual) | |||
Estimated useful lives | 3 years | ||
Zest Labs [Member] | |||
Property and Equipment (Textual) | |||
Inventory reclassified to property and equipment | $ 2,477 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
Summary of intangible assets | ||
Total intangible assets | $ 2,370 | $ 2,370 |
Accumulated amortization and impairment | (963) | (825) |
Intangible assets, net | 1,407 | 1,545 |
Patents [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,013 | 1,013 |
Outsourced vendor relationships [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,017 | 1,017 |
Non-compete agreements [Member] | ||
Summary of intangible assets | ||
Total intangible assets | $ 340 | $ 340 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 138 | $ 88 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
Accrued Liabilities [Abstract] | ||
Vacation and paid time off | $ 302 | $ 278 |
Professional fees and consulting costs | 213 | 325 |
Payroll and employee expenses | 96 | 75 |
Legal fees | 23 | 100 |
Hardware in transit | 26 | |
Other | 280 | 276 |
Total | $ 914 | $ 1,080 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jan. 10, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Long-Term Debt (Textual) | |||
Interest expense on long-term debt | $ 11 | $ 15 | |
Convertible note [Member] | |||
Long-Term Debt (Textual) | |||
Principal amount | $ 500 | ||
Note payable, interest rate | 10.00% | ||
Debt instrument, maturity date | Jul. 10, 2018 | ||
Debt conversion accrued interest, description | The principal along with accrued interest of $11 was paid on July 2, 2018. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,087 | $ 9,752 |
Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 100 | 125 |
Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 951 | 8,438 |
Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 36 | 113 |
Amortization of services cost [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,076 | |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,500 | |
Common Stock [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Common Stock [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,500 | |
Common Stock [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Common Stock [Member] | Amortization of services cost [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
2013 Incentive Stock Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 202 | 8,089 |
2013 Incentive Stock Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
2013 Incentive Stock Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 202 | 6,900 |
2013 Incentive Stock Plan [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 113 | |
2013 Incentive Stock Plan [Member] | Amortization of services cost [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,076 | |
2017 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 234 | 163 |
2017 Omnibus Incentive Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 100 | 125 |
2017 Omnibus Incentive Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 98 | 38 |
2017 Omnibus Incentive Plan [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 36 | |
2017 Omnibus Incentive Plan [Member] | Amortization of services cost [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Non-Qualified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 651 | |
Non-Qualified Stock Options [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Non-Qualified Stock Options [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 651 | |
Non-Qualified Stock Options [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | ||
Non-Qualified Stock Options [Member] | Amortization of services cost [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - $ / shares shares in Thousands | 1 Months Ended | 3 Months Ended | ||
May 18, 2017 | Mar. 18, 2016 | Jun. 30, 2018 | Mar. 31, 2018 | |
Stockholders' Equity (Textual) | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | ||||
Common stock, shares authorized | 100,000 | 100,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock issued to stock awards granted | 300 | |||
Employees [Member] | ||||
Stockholders' Equity (Textual) | ||||
Net of shares of common stock from employees | 16 | |||
Ecoark Holdings Preferred Stock [Member] | ||||
Stockholders' Equity (Textual) | ||||
Shares of blank check preferred stock | 5,000 | |||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares issued | ||||
Ecoark Holdings Common Stock [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock, shares authorized | 100,000 | |||
Common stock, par value | $ 0.001 | |||
Warrants outstanding exercisable into common stock | 10,577 | |||
2013 Incentive Stock Plan [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock issued to stock awards granted | 24 | |||
2013 Incentive Stock Plan [Member] | Share-based Compensation [Member] | ||||
Stockholders' Equity (Textual) | ||||
Share-based compensation arrangement by share-based payment award, description | The Company may grant incentive stock in the form of stock options, stock awards and stock purchase offers of up to 5,500 shares of common stock to Company employees, officers, directors, consultants and advisors. | |||
2017 Omnibus Incentive Plan [Member] | ||||
Stockholders' Equity (Textual) | ||||
Common stock issued to stock awards granted | 25 | |||
2017 Omnibus Incentive Plan [Member] | Share-based Compensation [Member] | ||||
Stockholders' Equity (Textual) | ||||
Share-based compensation arrangement by share-based payment award, description | The Company may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards. Awards of up to 4,000 shares of common stock to Company employees, officers, directors, consultants and advisors are available under the 2017 Omnibus Incentive Plan. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
Income Taxes [Abstract] | ||
Net operating loss carryover | $ 21,768 | $ 21,274 |
Depreciable and amortizable assets | 1,209 | 1,168 |
Share-based compensation | 3,067 | 2,858 |
Accrued liabilities | 58 | 58 |
Allowance for bad debts | 13 | 13 |
Other | 332 | 331 |
Less: valuation allowance | (26,447) | (24,708) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Dec. 22, 2017 | Jun. 30, 2018 | |
Income Taxes (Textual) | ||
Net operating loss carryforwards | $ 93,204 | |
Valuation allowance increased | $ 1,739 | |
Research and development or experimentation expenses, description | That required a one-time remeasurement of deferred taxes to reflect their value at a lower rate of 21%. Accordingly, the components of deferred tax assets in the table above have been remeasured at 21%. Additionally, the new tax law requires specified research and development or experimentation expenses paid or incurred after December 31, 2021 be capitalized and amortized ratably over a five-year period. | |
Maximum [Member] | ||
Income Taxes (Textual) | ||
Percentage of federal tax rate | 35.00% | |
Minimum [Member] | ||
Income Taxes (Textual) | ||
Percentage of federal tax rate | 21.00% |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | ||
Jun. 30, 2018CustomersVendors | Mar. 31, 2018CustomersVendors | Jun. 30, 2017CustomersVendors | |
Sales [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 99.00% | 100.00% | |
Major customer definition as per company standards | A major customer is defined as a customer that represents 10% or greater of total sales. | ||
Number of customers | Customers | 1 | 1 | |
Accounts receivable [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 72.00% | 93.00% | |
Number of customers | Customers | 2 | 1 | |
Purchases [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 26.00% | 16.00% | |
Major vendor definition as per company standards | A major vendor is defined as a vendor that represents 10% or greater of total purchases. | ||
Number of vendors | Vendors | 1 | 1 | |
Accounts payable [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 50.00% | 27.00% | |
Number of vendors | Vendors | 1 | 1 |
Acquisition of 440labs, Inc. (D
Acquisition of 440labs, Inc. (Details) - 440labs, Inc. [Member] $ in Thousands | May 18, 2017USD ($) |
Business Acquisition [Line Items] | |
Identifiable intangible assets | $ 1,435 |
Goodwill | 65 |
Total | $ 1,500 |
Acquisition of 440labs, Inc. 45
Acquisition of 440labs, Inc. (Details Textual) - shares shares in Thousands | 1 Months Ended | |
May 23, 2017 | May 18, 2017 | |
Acquisition of 440labs, Inc. (Textual) | ||
Number of shares exchange acquired in assets and liabilities | 300 | |
SphereIt [Member] | ||
Acquisition of 440labs, Inc. (Textual) | ||
Business acquisition, exchange of shares | 300 | |
Shares issued for company acquisition, description | Employment agreements pursuant to which each of the three executive employees received 100 shares of the Company's common stock and became employed by Zest Labs. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Aug. 01, 2018 | Jun. 20, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Commitments and Contingencies (Textual) | ||||
Damages in excess amount | $ 75 | |||
Lease expiration period, description | These leases expire at various dates through 2020. | |||
Rent expense for continuing operations | $ 72 | $ 91 | ||
Operating lease future minimum lease payments, 2019 | 133 | |||
Operating lease future minimum lease payments, 2020 | $ 113 | |||
Subsequent Event [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Loss contingency damages, description | Ecoark Holdings and Zest Labs are seeking damages of more than $2,000,000 (two billion) and other related relief to the extent it is deemed proper by the court. The Company does not believe that expenses incurred in pursuing the complaint will have a material effect on the Company's net income or financial condition for the fiscal year ended March 31, 2019 or any individual fiscal quarter. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 02, 2018 | Jan. 10, 2017 | Jul. 31, 2018 | Jun. 30, 2018 |
Secured convertible promissory note [Member] | ||||
Subsequent Events (Textual) | ||||
Note payable, interest rate | 10.00% | |||
Principal amount | $ 500 | |||
Debt instrument, maturity date | Jul. 10, 2018 | |||
Subsequent Event [Member] | Secured convertible promissory note [Member] | ||||
Subsequent Events (Textual) | ||||
Repaid amount | $ 500 | |||
Repayment of accrued interest | $ 11 | |||
Employees [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Textual) | ||||
Acquired shares of common stock | 5 | |||
2013 Incentive Stock Plan [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Textual) | ||||
Common stock issued to stock awards granted | 8 | |||
2013 Incentive Stock Plan [Member] | Employees [Member] | ||||
Subsequent Events (Textual) | ||||
Common stock issued to stock awards granted | 150 | |||
Incentive stock options, term | Term of 10 years. | |||
Incentive stock options, vesting period | 4 years | |||
Incentive stock options, exercise price | $ 1.35 |