Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2017 | Feb. 07, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ecoark Holdings, Inc. | |
Entity Central Index Key | 0001437491 | |
Amendment Flag | true | |
Amendment Description | We are amending this Form 10-Q to correct previous reported amounts and disclosures related to the accounting for warrants in connection with capital raises in March 2017 and May 2017.The results of the corrections impacted the Company's liabilities, stockholders' equity and its results of operations and earnings per share calculations. | |
Current Fiscal Year End Date | --03-31 | |
Document Type | 10-Q/A | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2018 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-53361 | |
Entity Incorporation State Country Code | NV | |
Entity Common Stock, Shares Outstanding | 46,289,909 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
CURRENT ASSETS | ||
Cash ($265 pledged as collateral for credit) | $ 2,175 | $ 8,648 |
Certificates of deposit | 1,001 | |
Accounts receivable, net of allowance of $63 and $76 as of December 31, and March 31, 2017, respectively | 1,041 | 1,627 |
Inventory, net of reserves | 3,073 | 2,104 |
Prepaid expenses | 244 | 2,006 |
Assets held for sale - production equipment | 158 | |
Other current assets | 64 | |
Current assets held for sale - (Note 2) | 1,404 | |
Total current assets | 7,598 | 15,947 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 2,219 | 2,308 |
Intangible assets, net | 1,856 | 1,567 |
Non-current assets held for sale - (Note 2) | 366 | |
Other assets | 53 | 53 |
Total non-current assets | 4,128 | 4,294 |
TOTAL ASSETS | 11,726 | 20,241 |
CURRENT LIABILITIES | ||
Accounts payable | 953 | 1,720 |
Accrued liabilities | 1,162 | 2,620 |
Derivative liabilities | 3,183 | 3,351 |
Current portion of long-term debt | 500 | |
Current portion of long-term debt - related party | 100 | |
Current liabilities held for sale - (Note 2) | 463 | |
Total current liabilities | 5,898 | 8,154 |
NON-CURRENT LIABILITIES | ||
Long-term debt, net of current portion | 500 | |
Long-term debt, net of current portion - related party | 100 | |
Total liabilities | 5,898 | 8,754 |
COMMITMENTS AND CONTINGENCIES | ||
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, 46,740 shares issued and 46,248 shares outstanding as of December 31, 2017 and 42,330 shares issued and outstanding as of March 31, 2017 | 47 | 42 |
Additional paid-in-capital | 105,036 | 80,845 |
Accumulated deficit | (97,748) | (69,400) |
Treasury stock, at cost | (1,507) | |
Total stockholders' equity | 5,828 | 11,487 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 11,726 | $ 20,241 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Pledged as collateral for credit | $ 265 | $ 265 |
Accounts receivable, net of allowance | $ 63 | $ 76 |
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 | 46,740 | 42,330 |
Common stock, shares outstanding | 46,248 | 42,330 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUES | ||||
Revenue from product sales | $ 2,101 | $ 2,053 | $ 6,431 | $ 8,274 |
Revenue from services | 74 | 25 | 153 | 85 |
Total Revenues | 2,175 | 2,078 | 6,584 | 8,359 |
COST OF REVENUES | ||||
Cost of product sales, including $67 and $46 of depreciation expense on manufacturing equipment for three months and $227 and $193 for nine months ended December 31, 2017 and 2016, respectively | 2,383 | 2,580 | 7,305 | 8,831 |
Cost of services | 89 | 21 | 212 | 9 |
Total cost of revenues | 2,472 | 2,601 | 7,517 | 8,840 |
GROSS (LOSS) | (297) | (523) | (933) | (481) |
OPERATING EXPENSES: | ||||
Salaries and salary related costs, including non-cash share-based compensation of $5,482 and $1,453 for three months and $20,199 and $2,330 for nine months ended December 31, 2017 and 2016, respectively | 6,580 | 2,719 | 23,781 | 5,607 |
Professional fees and consulting, including non-cash share-based compensation of $562 and $1,266 for three months and $2,206 and $2,700 for nine months ended December 31, 2017 and 2016, respectively | 1,088 | 2,899 | 3,829 | 7,740 |
Selling, general and administrative | 431 | 848 | 1,473 | 1,944 |
Depreciation, amortization, and impairment | 195 | 1,711 | 1,399 | 1,969 |
Research and development | 1,406 | 1,832 | 4,639 | 5,210 |
Total operating expenses | 9,700 | 10,009 | 35,121 | 22,470 |
Loss from continuing operations before other expenses | (9,997) | (10,532) | (36,054) | (22,951) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liability | 1,738 | 7,245 | ||
Interest expense, net of interest income | (10) | (41) | (40) | (208) |
Loss on retirement of assets | (61) | (25) | ||
Total other income (expenses) | 1,728 | (41) | 7,144 | (233) |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (8,269) | (10,573) | (28,910) | (23,184) |
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | (51) | (57) | 176 | |
Gain on disposal of discontinued operations | 636 | |||
Total discontinued operations | (51) | 579 | 176 | |
PROVISION FOR INCOME TAXES | (10) | (17) | ||
NET LOSS | (8,279) | (10,624) | (28,348) | (23,008) |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | 116 | |||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (8,279) | $ (10,624) | $ (28,348) | $ (23,124) |
NET (LOSS) INCOME PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.18) | $ (0.29) | $ (0.64) | $ (0.65) |
Discontinued operations | 0.01 | |||
Total | $ (0.18) | $ (0.29) | $ (0.63) | $ (0.65) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic and diluted | 46,287 | 37,234 | 45,099 | 35,802 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||||
Cost of product sales, including depreciation expense | $ 67 | $ 46 | $ 227 | $ 193 |
Salaries and salary related costs | 5,482 | 1,453 | 20,199 | 2,330 |
Professional fees and consulting | $ 562 | $ 1,266 | $ 2,206 | $ 2,700 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 9 months ended Dec. 31, 2017 - USD ($) shares in Thousands, $ in Thousands | Preferred | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Total |
Balances, value at Mar. 31, 2017 | $ 42 | $ 80,845 | $ (69,400) | $ 11,487 | ||
Balances, shares at Mar. 31, 2017 | 42,330 | |||||
Shares issued for cash in private placement, net of expenses, value | $ 3 | 2,026 | 2,029 | |||
Shares issued for cash in private placement, net of expenses, shares | 2,500 | |||||
Share-based compensation - stock - employees, value | $ 2 | 18,697 | 18,699 | |||
Share-based compensation - stock - employees, shares | 1,696 | |||||
Share-based compensation - stock - consultants, value | 93 | 93 | ||||
Share-based compensation - stock - consultants, shares | ||||||
Share-based compensation due to employment agreement, value | 1,500 | 1,500 | ||||
Share-based compensation due to employment agreement, shares | 300 | |||||
Shares issued for company acquisition, value | 1,500 | 1,500 | ||||
Shares issued for company acquisition, shares | 300 | |||||
Share-based compensation - stock - Board of Directors, value | 400 | 400 | ||||
Share-based compensation - stock - Board of Directors, shares | 125 | |||||
Warrant conversion - cashless, value | ||||||
Warrant conversion - cashless, shares | 49 | |||||
Shares received from sale of company, subsequently retired, value | (25) | (25) | ||||
Shares received from sale of company, subsequently retired, Shares | (560) | |||||
Purchase of treasury shares from employees, value | (1,507) | (1,507) | ||||
Purchase of treasury shares from employees, shares | ||||||
Net loss for the period | (28,348) | (28,348) | ||||
Balances, value at Dec. 31, 2017 | $ 47 | $ 105,036 | $ (97,748) | $ (1,507) | $ 5,828 | |
Balances , shares at Dec. 31, 2017 | 46,740 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss attributable to controlling interest | $ (28,348) | $ (23,124) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment, including $227 in 2017 and $193 in 2016 included in cost of product sales | 1,635 | 2,239 |
Shares of common stock issued for services rendered | 2,206 | 2,985 |
Share-based compensation - stock - employees | 18,699 | 2,868 |
Change in derivative liabilities | (7,245) | |
Change in non-controlling interest on cash | 117 | |
Cash acquired in acquisition | 41 | |
Share-based compensation due to employment agreements | 1,500 | 827 |
(Income) loss from discontinued operations | 57 | (176) |
Gain on sale of discontinued operations | (636) | |
Loss on retirement of assets | 61 | 25 |
Changes in assets and liabilities: | ||
Accounts receivable | 516 | 91 |
Inventory | (969) | (485) |
Prepaid expenses | 55 | (129) |
Other current assets | (83) | |
Other assets | 4 | (23) |
Accounts payable | (790) | 129 |
Accrued liabilities | (1,665) | 2,433 |
Net cash used in operating activities of continuing operations | (15,003) | (12,182) |
Net cash provided by (used in) discontinued operations | 92 | (83) |
Net cash used in operating activities | (14,911) | (12,265) |
Cash flows from investing activities: | ||
Proceeds from sale of Eco3d | 2,100 | |
Purchases of certificates of deposit | (1,001) | (3,516) |
Redemption of certificates of deposit | 1,508 | |
Pre-acquisition advance to Sable Polymer Solutions, LLC | (600) | |
Purchases of property and equipment | (260) | (674) |
Net cash provided by (used in) investing activities | 839 | (3,282) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of fees | 9,106 | 7,793 |
Proceeds from draw down on line of credit | 500 | |
Exercise of warrants | 487 | |
Purchase of treasury shares from employees for tax withholdings | (1,507) | |
Repayments of debt - related parties | (742) | |
Repayments of debt | (103) | |
Net cash provided by financing activities | 7,599 | 7,935 |
NET DECREASE IN CASH | (6,473) | (7,612) |
Cash - beginning of period | 8,648 | 8,744 |
Cash - end of period | 2,175 | 1,132 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 45 | 90 |
Cash paid for income taxes | 2 | |
SUMMARY OF NONCASH ACTIVITIES: | ||
Receivable from sale of assets | 28 | |
Assets and liabilities acquired via acquisition of companies: | ||
Receivables, net | 1,250 | |
Inventory | 759 | |
Property and equipment | 2,822 | |
Identifiable intangible assets | 1,435 | 1,028 |
Goodwill | 65 | 1,264 |
Other assets | 36 | |
Payables and liabilities assumed | 883 | |
Debt assumed | $ 2,531 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
Depreciation, amortization and impairment, included in cost of product sales | $ 227 | $ 193 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Ecoark Holdings, Inc. Ecoark, Inc. Eco3d, LLC Eco360, LLC Pioneer Products, LLC Sable Polymer Solutions, LLC Zest Labs, Inc. 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 consolidated financial statements include the accounts of Ecoark Holdings and its direct and indirect subsidiaries, collectively referred to as "the Company". All significant intercompany accounts and transactions have been eliminated in consolidation. Ecoark Holdings is a holding company that holds 100% of Ecoark and Magnolia Solar. Ecoark holds 100% of Eco360, Pioneer Products (which owns 100% of Sable), Zest Labs (which owns 100% of 440labs) and, until April 2017, Eco3d. As described further in Note 2, in March 2017 the Ecoark Holdings Board approved a plan to sell Eco3d, and the sale was completed in April 2017. Ecoark previously owned 65% of Eco3d and the remaining 35% interest was owned by executives of Eco3d until September 2016 when the executives' 35% interest was acquired in exchange for 525 shares of Ecoark Holdings stock. In conjunction with the sale of Eco3d in April 2017, the 525 shares were reacquired by the Company and canceled. The Company applies the guidance of Topic 810 Consolidation Noncontrolling Interests In accordance with ASC 810-10-45 Noncontrolling Interests in Consolidated Financial Statements, Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the United States Securities and Exchange Commission (the "Commission" or the "SEC"). It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. Reclassification The Company has reclassified certain amounts in the 2016 consolidated financial statements to be consistent with the 2017 presentation. These principally relate to classification of certain revenues, cost of revenues and related segment data, as well as certain research and development expenses. Reclassifications relating to the discontinued operations of Eco3d are described further in Note 2. The reclassifications had no impact on net loss or net cash flows for the nine months ended December 31, 2017 and 2016. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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 consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management's estimate of provisions required for uncollectible accounts receivable, obsolete or slow-moving inventory, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, liabilities to accrue, allocation of home office expenses for segment reporting and determination of the fair value of stock awards and forfeiture rates. Actual results could differ from those estimates. Cash Cash consists of cash, demand deposits and money market funds with an original maturity of three months or less. The Company holds no cash equivalents. The Company maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. Inventory Inventory is stated at the lower of cost or market. Inventory cost is determined on average cost and at standard cost, which approximates average costs in accordance with ASC 330-10-30-12. Provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. The Company establishes reserves for this purpose. Effective April 1, 2017, the Company changed its inventory costing method at Sable from first-in first-out ("FIFO") to average cost. FIFO costs approximated average cost. The change was made in conjunction with a system conversion that enabled the Company to move from a periodic to a perpetual inventory system. In accordance with ASC 250-10-45-11 through 45-13, management determined that the change was preferable because it provides better operational control and visibility into inventory levels and costs, and it facilitates cost analysis at a batch level that was not available previously. The effect of the change was not material to the Company's consolidated financial statements for the periods ended December 31, 2017. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from two to ten years for all classes of property and equipment, except leasehold improvements which are depreciated over the term of the lease when shorter than the estimated useful life of the improvements. ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has early adopted Accounting Standard Update ("ASU") 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company's ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell. In December 2016, management decided to outsource its densification activities at the Sable facility in Georgia. All six criteria were met and thus the densification and related equipment was adjusted to fair value and reclassified to current assets in the balance sheets. In September 2017, the most significant of these assets were sold and the immaterial balances of the remaining assets were written off. Intangible assets with definite useful lives are stated at cost less accumulated amortization and impairment. Identifiable intangible assets capitalized represent the valuation of the Company-owned patents, customer lists, outsourced vendor relationships and non-compete agreements. These intangible assets are being amortized on a straight-line basis over their estimated average useful lives of thirteen and a half years for the patents, three years for the customer lists and outsourced vendor relationships and two years for the non-compete agreements. Expenditures on intangible assets through the Company's filing of patent and trademark protection for Company-owned inventions are expensed as incurred. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company tested the carrying value of its intangible assets for recoverability during the nine months ended December 31, 2017, and impairments were recorded during this period. Advertising Expense The Company expenses advertising costs as incurred. Advertising expenses for the nine months ended December 31, 2017 and 2016, which were nominal, are included in selling, general and administrative costs. Software Costs The Company accounts for software development costs in accordance with ASC 985-730 Software Research and Development Costs of Software to be Sold, Leased or Marketed Research and Development Costs Research and development costs are expensed as incurred. These costs include internal salaries and related costs and professional fees for activities related to development. The majority of these costs relate to the Zest Data Services platform, Zest Fresh and Zest Delivery. Subsequent Events Subsequent events were evaluated through the date the consolidated financial statements were filed . Shipping and Handling Costs The Company reports shipping and handling revenues and their associated costs in product revenue and cost of revenue, respectively. Shipping revenues and costs for the nine months ended December 31, 2017 and 2016 were nominal. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The Company accounts for a contract when it has been approved and committed to, each party's rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. Product revenue consists primarily of the sale of recycled plastics products by Pioneer and Sable. Contracts for products are for products held in inventory and typically are on thirty- to sixty-day payment terms. Management's evaluation of credit risk involves judgement and may include securing insurance coverage on the recoverability of the receivables. Revenues are recognized when obligations under the terms of a contract with the customer are satisfied and when control of the promised goods are transferred to the customer, typically when products are shipped to the customer. Expected costs of standard warranties and claims are recognized as expense. Revenue from software license agreements of Zest Labs is recognized over time or at a point in time depending on the evaluation of when the customer obtains control of the promised goods or services over the term of the agreement. For agreements where the software requires continuous updates to provide the intended functionality, revenue is recognized over the term of the agreement. For software contracts that include multiple performance obligations, including hardware, perpetual software licenses, subscriptions, term licenses, maintenance and other services, the Company allocates revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. For contracts for new products and services where standalone pricing has not been established, the Company allocates revenue to each performance obligation based on estimates using the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach as appropriate under the circumstances. Contracts are typically on thirty- to sixty-day payment terms from when the Company satisfies the performance obligation in the contract. Services contracts include research contracts for the government. The contracts define delivery dates for which the performance obligation will be satisfied over time. Revenue is recognized over time based on the output method to measure the Company's progress toward complete satisfaction of a performance obligation. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management's estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized, however credit insurance is obtained for some customers. Past-due status is based on contractual terms. Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the Internal Revenue Service and state taxing authorities, generally for three years after they were filed. Vacation and Paid-Time-Off Compensation The Company follows ASC 710-10 Compensation – General Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation and has early adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company measures compensation expense for its non-employee share-based compensation under ASC 505-50 Equity-Based Payments to Non-Employees The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting Fair Value of Financial Instruments ASC 825 Financial Instruments Leases The Company follows ASC 840 Leases Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options, grants and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only basic weighted average number of common shares are used in the computations. Fair Value Measurement ASC 820 Fair Value Measurement Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions (see Note 10). All transactions are recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company's financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is remeasured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. Applying this accounting policy resulted in restatements of prior periods as more fully described in Note 19. Recently Adopted Accounting Pronouncements In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09 Revenue from Contracts with Customers Revenue from Contracts with Customers, Deferral of the Effective Date Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients In May 2017, the FASB issued ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting Recent Accounting Pronouncements Pending Adoption In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). 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 $97,748 since inception. The accumulated deficit together with losses of $28,348 for the nine months ended December 31, 2017, and net cash used in operating activities in the nine months ended December 31, 2017 of $14,911, have resulted in the uncertainty of the Company's ability to continue as a going concern. These 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 $9,106 of additional capital, net of expenses, in the nine months ended December 31, 2017, as compared with over $12,000 raised in the three-month transition period ended March 31, 2017. Portions of the capital raise resulted in recognition of derivative liabilities. The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. The Company disclosed its intention to raise up to a cumulative amount of $80,000 pursuant to its shelf registration filed with the SEC (approximately $23,000 has been raised with $57,000 remaining through August 2019). 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 consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. As more fully described in Note 19, in connection with the preparation of the Company's condensed consolidated financial statements as of and for the nine months ended December 31, 2017, the Company identified inadvertent errors in the accounting for certain embedded derivative liabilities associated with warrants issued as a part of capital raises. In connection with those capital raises, proceeds (net of fees) were accounted for as equity. Upon further evaluation, the Company determined that a portion of the capital raised should have been accounted for as liabilities with fair value changes recorded in the Company's condensed consolidated statements of operations. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [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 $2,100 in cash through December 31, 2017 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 for the nine months ended December 31, 2017 and 2016. Eco3d had been included in the Services segment, and segment disclosures in Note 14 no longer include amounts relating to Eco3d following the reclassification to discontinued operations. There will be no significant continuing involvement with Eco3d. Carrying amounts of major classes of assets and liabilities classified as held for sale and included as part of discontinued operations in the consolidated balance sheets consisted of the following: December 31, 2017 March 31, 2017 (Unaudited) Cash $ - $ 34 Accounts receivable, net of allowance - 1,293 Prepaid expenses - 67 Other current assets - 10 Current assets - held for sale $ - $ 1,404 Property and equipment, net $ - $ 362 Other assets - 4 Non-current assets - held for sale $ - $ 366 Accounts payable $ - $ 67 Accrued liabilities - 396 Current liabilities - held for sale $ - $ 463 Major line items constituting income (loss) of discontinued operations in the consolidated statements of operations for the nine months ended December 31 consisted of the following: 2017 2016 Revenue from services $ 188 $ 4,079 Cost of services 103 1,547 Gross profit 85 2,532 Operating expenses 142 2,304 Allocated interest expense - 52 Income (loss) of discontinued operations $ (57 ) $ 176 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 2017, and the income tax provision for 2016 was considered immaterial. Thus, no separate tax provision or benefit relating to discontinued operations is included here or on the face of the consolidated statements of operations. Gain on the sale of Eco3d of $636 was recognized in discontinued operations in the three months ended June 30, 2017. |
Revenue
Revenue | 9 Months Ended |
Dec. 31, 2017 | |
Revenue Recognition and Deferred 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 Three Nine months Nine months Revenue: Pioneer Products $ 2,101 $ 1,984 $ 6,490 $ 8,243 Zest Labs 74 94 94 116 $ 2,175 $ 2,078 $ 6,584 $ 8,359 Zest Labs revenues in the three months ended December 31, 2017 were from a project with a regional retailer and from a Magnolia Solar contract with the United States Air Force Research Laboratory. Zest revenues from the previous quarter were from Software as a Service ("SaaS") revenues from produce growers. Revenues prior to that period were from hardware sales. Pioneer Products revenues (including those of Sable) were from the sale of recycled plastic and products made from that plastic plus a minor amount of service revenue. There were no significant contract asset or contract liability balances at December 31, 2017 and March 31, 2017, respectively. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Inventory
Inventory | 9 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 4: INVENTORY Inventory, net of reserves, consisted of the following: December 31, March 31, (Unaudited) Inventory $ 3,423 $ 2,456 Inventory reserves (350 ) (352 ) Total $ 3,073 $ 2,104 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5: PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, 2017 March 31, 2017 (Unaudited) Machinery and equipment $ 2,951 $ 2,724 Computers and software costs 409 406 Furniture and fixtures 107 107 Leasehold improvements 4 4 Total property and equipment 3,471 3,241 Accumulated depreciation and impairment (1,252 ) (933 ) Property and equipment, net $ 2,219 $ 2,308 Depreciation expense for the nine months ended December 31, 2017 and 2016 was $320 and $222, respectively, which includes $227 and $193, respectively, depreciation on manufacturing equipment that is classified as cost of product sales. An impairment charge of $245 was recorded in March 2017 ($45 related to assets reclassified to held for sale and $200 for other equipment at Sable). The Company decided to outsource its densification process and therefore sold the densifiers and related equipment acquired in the Sable acquisition. An asset with a fair value of $5 was placed back in service, $58 of equipment was sold at a loss of $30 and the remainder of that equipment was written off. As described in Note 9 below, the ownership interest in Sable (that includes equipment and other assets) serves as collateral for the remaining outstanding convertible notes. Additionally, the Company retired equipment valued at $34, with accumulated depreciation of $1 for a trade in of $2 cash for a net loss on disposition of $31 in the three months ended September 30, 2017. The total loss on disposition between the property and equipment and assets held for sale in the nine months ended December 31, 2017 was $61. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6: INTANGIBLE ASSETS Intangible assets consisted of the following: December 31, March 31, (Unaudited) Customer lists $ 5,008 $ 5,008 Patents 1,090 1,090 Outsourced vendor relationships 1,016 - Non-compete agreements 419 - Goodwill, net of impairment 65 582 Total intangible assets 7,598 6,680 Accumulated amortization and impairment (5,742 ) (5,113 ) Intangible assets, net $ 1,856 $ 1,567 The outsourced vendor relationships, non-compete agreements and $65 of goodwill were recorded as part of the acquisition of 440labs described in Note 16 below. Amortization expense for the nine months ended December 31, 2017 and 2016 was $531 and $315, respectively. Amortization amounts for the next five years are: $166, $630, $440, $117 and $75. The Company performed a review of its customers and business results at Sable in 2017 to assess the recoverability of the carrying value of intangibles. As a result, impairment charges of $98 against the customer lists and a related write-down of goodwill of $582 from the initially recorded amount of $1,264 were recorded in the six months ended September 30, 2017. Following that write-down, remaining goodwill of $65 relates to the 440labs acquisition. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 7: ACCRUED LIABILITIES Accrued liabilities consisted of the following: December 31, March 31, (Unaudited) Vacation and paid time off $ 381 $ 359 Professional fees and consulting costs 278 1,777 Payroll and employee expenses 181 163 Straight-line rent 107 95 Legal fees 69 112 Inventory in transit 54 89 Other 92 25 Total $ 1,162 $ 2,620 |
Note Payable
Note Payable | 9 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 8: NOTE PAYABLE The Company had a note payable pursuant to a line of credit maintained with a bank. The note was secured by the accounts receivable, inventory and equipment of Sable and had a 5.5% interest rate with interest payable monthly and a balloon payment due on November 18, 2017. The note, formerly guaranteed by the former owner of Sable, then a stockholder of the Company, originated July 15, 2015 with a maximum amount of $1,500. The balance of the note was $1,500 for the period from acquisition on May 3, 2016 to March 16, 2017. The Company had pledged a $1,500 certificate of deposit as collateral, and the guaranty of the former owner of Sable was eliminated. The note had standard covenants, and the Company was not in default of any covenant. The note along with all accrued interest was repaid on March 17, 2017. Interest expense on the note for the nine months ended December 31, 2016 was $40. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 9: LONG-TERM DEBT Long-term debt consisted of the following: December 31, March 31, (Unaudited) Secured convertible promissory note $ 500 $ 500 Less: current portion (500 ) - Long-term debt, net of current portion $ - $ 500 The Company has 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 convertible note was part of the financing the Company entered into in the three months ended March 31, 2017, that raised $4,300 (of a maximum of $5,000) in convertible notes ($700 of which were from related parties, see Note 10) bearing interest at 10% per annum. On March 30, 2017, $3,700 of these notes were converted (and $600 of the $700 in connection with the related parties) into shares of common stock, along with the related accrued interest on those notes. The interest is due and payable quarterly, in arrears, on March 31, and June 30, 2018. The Company granted note holders a security interest for the holder's ratable share of the series notes in the Company's ownership interest in Sable as collateral. The note holders had the right at the holders' option to convert all or any portion of the principal amount at a conversion rate per share which ranges from $4.15 to $7.10 per share (the only non-related party note still outstanding has a conversion price of $4.50). In February 2017, the Company amended the convertible note whereby certain holders (not including related parties) received a warrant to purchase 10 shares of common stock for every $100 principal amount if the holder converted the note on or before March 31, 2017. Interest expense on long-term debt for the nine months ended December 31, 2017 and 2016 was $38 and $217 respectively. See Note 10 for long-term debt transactions with related parties. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE 10: RELATED-PARTY TRANSACTIONS Long-term debt – related parties consisted of a $100 note payable purchased by the Company's former Chief Administrative Officer, Troy Richards, in February 2017, who declined the warrants. The convertible note has terms consistent with those described in Note 9 above, including being due in one lump sum payment on or before July 10, 2018 and remains outstanding as of December 31, 2017. The related party note is convertible into shares of common stock at a conversion price of $4.15. In February 2017, in addition to Mr. Richards' note, an independent director on the Company's Board, who is a significant shareholder, purchased $500 of the series notes, and an officer of the Company purchased $100 of the series notes. The officers and director declined the warrants. The $600 of notes were converted in March 2017. Interest expense on the convertible notes held by related parties for the nine months ended December 31, 2017 was $8. On February 28, 2017, the Company entered into a Securities Purchase Agreement related to the issuance and sale of up to 1,100 shares of common stock held by Randy May, Chairman of the Board and CEO, and Gary Metzger, an independent director on the Company's Board and a significant shareholder. The purchase agreement is pursuant to the Company's Form S-3 registration statement filed on August 17, 2016. The selling securityholders may sell or distribute the securities included in this prospectus supplement through underwriters, through agents, to dealers, in private transactions, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. The Company will not receive any of the proceeds from sales of the common stock made by the selling securityholders. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11: 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. In May 2017, the Company issued 2,500 shares of the Company's common stock pursuant to a private placement offering for $9,106, net of expenses (see Securities Purchase Agreement – Institutional Funds During the nine months ended December 31, 2017, the Company issued 40 shares to a consultant and 1,418 shares to employees in stock grants vested under the 2013 Ecoark Holdings Incentive Stock Plan ("2013 Incentive Stock Plan"). During the nine months ended December 31, 2017, the Company issued 25 shares to a consultant, 125 shares to directors and 213 shares to employees in stock grants vested under the 2017 Ecoark Holdings Omnibus Incentive Plan ("2017 Omnibus Incentive Plan"). The total employee share-based compensation expense for the nine months ended December 31, 2017 was $22,406. The Company acquired 492 shares of common stock from employees in lieu of amounts required to satisfy minimum tax withholding requirements of $1,507 resulting from vesting of the employees' stock. The Company issued 300 shares upon the execution of employment agreements with employees of 440labs valued at $1,500 recorded as share-based compensation during the three months ended June 30, 2017. The Company issued 300 shares for the acquisition of 440labs valued at $1,500. In May 2017, the Company issued 49 shares for the cashless exercise of 100 warrants to a consultant. The remaining 51 shares were forfeited. 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 $2,100 in cash and 560 shares of the Company's common stock that was held by executives of Eco3d, which shares were canceled. Securities Purchase Agreement – Institutional Funds On May 22, 2017, the Company completed a reserved private placement agreement related to the issuance and sale of 2,500 shares of common stock for $10,000 ($9,106 net of expenses) to institutional purchasers at $4.00 per share. The purchase agreement is pursuant to the Company's Form S-3 registration statement filed on August 17, 2016. The purchasers also received warrants to purchase 1,875 shares of common stock equal to 50% of the purchaser's shares for $5.50 for up to 5 years from the date the transaction completed. The investment bankers for the transaction received warrants to purchase 175 shares of common stock for $5.50 for up to 5 years, the same terms as the investors. As of December 31, 2017, 46,740 total shares were issued and 46,248 shares were outstanding, net of 492 treasury shares. Warrants MSC had issued warrants for 15 shares (post-merger, formerly 3,785) that were converted into shares of common stock in accordance with the Merger agreement with Ecoark. Consistent with the terms of the Merger, warrants for 13 shares were converted to shares at the time of the Merger. The remaining warrants for 2 shares were exercised in a cashless exchange for shares during the second quarter of 2016. During 2016, the Company issued 4,337 warrants as part of the private placement that was completed on April 28, 2016, of which 98 of these warrants were exercised for common shares totaling $487, leaving warrants for 4,239 shares outstanding that have a strike price of $5.00 per share and expire on December 31, 2018. Warrants were issued in October 2016 to a consultant. The warrants were exercisable into 100 shares of common stock with a strike price of $2.50 per share that vested October 31, 2016 with an expiration date of October 31, 2018. In May 2017, 49 shares of the warrants were exercised in a cashless exchange and the remaining 51 shares were forfeited. As discussed in Note 9, the Company on March 30, 2017 issued warrants to the convertible note holders that converted their notes into shares of common stock in accordance with the amended secured convertible promissory note. The warrants are exercisable into 310 shares of common stock with a strike price of $7.50 per share, and expire on December 31, 2018. The warrants were valued using the Black-Scholes model, which incorporated a volatility of 82% and a discount yield of 1.27%. The value of the warrants of $370 was included in interest expense for the three months ended March 31, 2017 and additional paid in capital. On March 14, 2017, the Company issued 1,000 warrants to institutional investors that purchased 2,000 shares of common stock in a private placement. The warrants have a strike price of $5.00 and mature in March 2022. In addition, the brokers of the transaction received 140 warrants with the same terms as the investors. As discussed above, on May 22, 2017, the Company issued 1,875 warrants to the institutional investors that purchased the 2,500 shares of common stock in the reserved private placement. The warrants have a strike price of $5.50 and mature in November 2022. In addition, the brokers of the transaction received 175 warrants with the same terms as the investors. Both the March 14, 2017 and May 22, 2017 warrant issuances resulted in the Company's recognition of derivative liabilities. See Note 17. On October 26, 2017, the Company entered into a consulting agreement for $8 per month unless otherwise terminated and agreed to issue warrants for 75 shares of common stock at $2.10 per share, vesting immediately with a term of five years. Changes in the warrants are described in the table below: Number of Weighted Weighted Balance at December 31, 2015 15 $ 35.00 1.0 Granted 4,437 $ 4.94 2.0 Exercised pre-Merger (13 ) Exercised pre-Merger (98 ) $ (5.00 ) Exercised cashless, post-Merger (2 ) Forfeited - Cancelled - Balance at December 31, 2016 4,339 $ 4.94 2.0 Granted 1,450 $ 5.53 4.3 Exercised Cash - Exercised Cashless - Forfeited - Cancelled - Balance at March 31, 2017 5,789 $ 5.09 2.6 Granted 2,125 $ 5.31 5.0 Exercised Cash - Exercised Cashless (49 ) Forfeited (51 ) Cancelled - Balance at December 31, 2017 7,814 $ 5.21 3.3 Intrinsic value of warrants $ - Modification of Awards During the three months ended December 31, 2017, the Compensation Committee of the Board of Directors of the Company issued option awards to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. In addition, the Committee approved 2,909 new option awards that vest over a four-year period to induce certain employees to accept the replacement options, to compensate them for diminution in value of their existing awards and in consideration of a number of other factors, including each individual's role and responsibility with the Company, their years of service to the Company, and market precedents and standards for modification of equity awards. With respect to the replacement options, grantees agreed to exchange the existing awards covering 2,718 shares of the Company's common stock and were granted replacement options to purchase 2,926 shares of the Company's common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants. In consideration of the agreements, the majority of the replacement options vested immediately upon grant. The new option awards vest in 12 equal installments, with the first installment vesting on January 15, 2018, and additional installments vesting on the last day of each of the eleven successive three-month periods, subject to continued employment by the Company. The replacement options were issued under the 2017 Omnibus Incentive Plan or 2013 Incentive Stock Plan to correspond with the plan under which the existing awards were issued. The new options were not granted under any of the Company's existing equity compensation plans. In accordance with ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting Non-Qualified Stock Options As previously described, new option awards were granted to induce individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. The individuals were granted options to purchase 2,909 shares of Company common stock that vest at a rate of 25% per year from 2018 to 2021, subject to continued employment by the Company. As with the replacement options, the new options have an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grant. Share-based compensation costs of $5,140 for grants not yet recognized will be recognized as expense through 2021, subject to any change for actual versus estimated forfeitures. The new options were not granted under any of the Company's existing equity compensation plans, however they have terms consistent with terms of the plans. Management valued the Options utilizing the Black-Scholes model with the following criteria: stock price - $2.60; exercise price - $2.60; expected term – 4 years; discount rate – 1.92%; and volatility – 97%. Changes in the non-qualified stock options are described in the table below: Number of Weighted Weighted Granted 2,909 $ 2.60 10.0 Exercised - Forfeited - Balance at December 31, 2017 2,909 $ 2.60 9.7 Intrinsic value of options $ - 2013 Option Plan On February 16, 2013, the Board of Directors of Ecoark approved the 2013 Ecoark Stock Option Plan ("2013 Option Plan"). The purposes of the 2013 Option Plan were to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants, and to promote the success of the business. The 2013 Option Plan was expected to contribute to the attainment of these objectives by offering employees, directors and consultants the opportunity to acquire stock ownership interests in Ecoark, and to thereby provide them with incentives to put forth maximum efforts for the success of Ecoark. Awards under the 2013 Option Plan were only granted in the form of non-statutory stock options ("Options") to purchase Ecoark's Series C Stock prior to the Merger with MSC. Under the terms of the 2013 Option Plan and the Merger, the Options converted into the right to purchase shares of the Company. In May 2014, Ecoark had granted Options to purchase 693 shares to various employees and consultants of Ecoark. The Options had an exercise price of $1.25 per share and a term of 10 years. The Options were to vest over a three-year period as follows: 25% immediately; 25% on the first anniversary date; 25% on the second anniversary date; and 25% on the third anniversary date. During 2015 Ecoark issued additional Options on 625 shares of common stock. At the end of 2015, Options under the 2013 Option Plan were outstanding to purchase 1,318 shares of common stock. The total original number of Options to purchase 1,318 shares of Ecoark common stock was divided by two in conjunction with the exchange ratio required by the Merger agreement and converted to Options to purchase 659 shares of Ecoark Holdings with an adjusted exercise price of $2.50. In September 2016, the remaining vesting was accelerated to have those Options 100% vested. In 2016, the Company issued Options to purchase 125 shares of stock at a strike price of $2.50 per share to a consultant. These options vested immediately and expire on March 31, 2018. In the Company's fourth quarter of 2016, an option holder forfeited 125 options and thus, at December 31, 2016, Options on 659 shares of the Company were outstanding with an adjusted exercise price of $2.50. The Board adjusted the expiration date of these options to March 28, 2018. Management valued the Options utilizing the Black-Scholes model with the following criteria: stock price - $2.50; exercise price - $2.50; expected term – 10 years; discount rate – 0.25%; and volatility – 55%. Options for 250 shares were issued to a consultant in 2017 with an exercise price of $2.50 and an expiration date of March 28, 2018, and Options were exercised for 25 shares in March 2017, at $2.50 per share providing $62 in cash to the Company. As of December 31, 2017, the number of Options outstanding was 884. Changes in the Options under the 2013 Option Plan are described in the table below: Number of Weighted Weighted Balance at December 31, 2015 659 $ 2.50 2.1 Granted 125 $ 2.50 0.4 Exercised - Forfeited (125 ) $ 2.50 Balance at December 31, 2016 659 $ 2.50 1.2 Granted 250 $ 2.50 1.0 Exercised (25 ) $ 2.50 Forfeited - Balance at March 31, 2017 884 $ 2.50 1.0 Granted - Exercised - Forfeited - Balance at December 31, 2017 884 $ 2.50 0.3 Intrinsic value of options $ - 2013 Incentive Stock Plan 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. At the time of the Merger, 5,497 shares were available to issue under the 2013 Incentive Stock Plan. As previously described, new option awards were granted to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. With respect to the replacement options, grantees agreed to exchange the existing awards covering 2,193 shares of the Company's common stock and were granted 2,263 replacement options to purchase shares of Company common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants. In consideration of the agreements, the majority of the replacement options vested immediately upon grant. The remaining replacement options will vest in equal installments through July 2020, subject to continued employment by the Company. The Company engaged the services of consultants to assist it with efforts to raise capital, identify potential acquisitions, recruit talent, and perform acquisition due diligence. In the nine months ended December 31, 2017, the Company issued 40 shares to a consultant for grants that were fully vested with a grant value of $196. The Company has issued 1,458 shares for grants that were fully vested, with grant values of $7,145 during the nine months ended December 31, 2017. As of December 31, 2017, the Company has granted 5,486 awards, recognized 149 forfeitures, exchanged 2,193 stock grants for 2,263 options and issued 2,458 shares for fully vested grants, resulting in 2,951 shares that will be expensed through the completion of vesting in July 2021, leaving 91 shares available for award. The share-based compensation expense related to these grants for the nine months ended December 31, 2017 was $17,685. Share-based compensation costs of approximately $1,932 for grants not yet recognized will be recognized as expense through December 31, 2021, subject to any changes for actual versus estimated forfeitures. The Company records share-based compensation in accordance with ASC 718 for employees and ASC 505 for non-employees, and has recorded share-based compensation of $3,748 for the nine months ended December 31, 2017 relating to the options. Management valued the options utilizing the Black-Scholes model with the following criteria ranges: stock price - $2.45 to $2.60 exercise price - $2.45 to $2.60; expected term – 4 years; discount rate – 1.92% to 2.16%; and volatility – 97 to 103%. Changes in the options under the 2013 Incentive Stock Plan are described in the table below Number of Weighted Weighted Granted Granted in modification 2,263 $ 2.59 10.0 Exercised - Forfeited - Balance at December 31, 2017 2,263 $ 2.59 9.7 Intrinsic value of options $ - A reconciliation of the shares available under the 2013 Incentive Stock Plan is presented in the table below through December 31, 2017. Number of Available under the 2013 Incentive Stock Plan 5,500 Granted pre-Merger (13 ) Shares cancelled pre-Merger 10 Available at the Merger date 5,497 Shares granted post-Merger (476 ) Options granted post-Merger - Balance at December 31, 2016 5,021 Shares granted (5,010 ) Balance at March 31, 2017 11 Shares granted - Shares modified to options 2,193 Options in exchange for shares (2,263 ) Shares forfeited 149 Balance at December 31, 2017 90 Vested stock awards at December 31, 2017 2,458 Shares issued under the 2013 Incentive Stock Plan through December 31, 2017: Number of Balance at December 31, 2015 3 Issued post-merger 159 Balance at December 31, 2016 162 Issued 838 Balance at March 31, 2017 1,000 Issued 1,458 Balance at December 31, 2017 2,458 2017 Omnibus Incentive Plan 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. As previously described, new option awards were granted to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. With respect to the replacement options, grantees agreed to exchange the existing awards covering 663 shares of the Company's common stock and were granted the replacement options to purchase an equal number shares of Company common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants, 2017). In consideration of the agreements, the majority of the replacement options vested immediately upon grant. The remaining replacement options will vest in equal installments through January 2019, subject to continued employment by the Company. As of December 31, 2017, the Company has granted 2,251 awards, recognized 571 forfeitures, exchanged 525 shares for 663 option shares and issued 363 shares to employees for fully vested grants and granted awards for 1,455 shares that will be expensed through the completion of vesting at June 2021. The share-based compensation expense related to these grants for the nine months ended December 31, 2017 was $3,127. Share-based compensation costs of approximately $1,640 for grants not yet recognized will be recognized as expense through June 2021 subject to any changes for actual versus estimated forfeitures. On June 30, 2017, the Company issued 28 shares of common stock, on September 30, 2017, the Company issued 37 shares and on December 31, 2017 the Company issued 60 shares of common stock to independent directors that were fully vested with a grant value of $125 in the first two quarters and $150 in the third quarter, for a total of 125 shares with a grant value of $400. A total of $25 in shares was issued to each independent director for their participation on the Company's Board in each quarter. The shares were issued based on the average closing share price of the Company's stock for each quarter. On September 25, 2017, Charles Rateliff notified the Company that he would be voluntarily relinquishing his positions as Chief Financial Officer and Treasurer, and as a member of the Board, effective October 1, 2017. Following his departure, Mr. Rateliff will continue as an advisor to the Company. Upon relinquishment of the position as Chief Financial Officer and Treasurer, Mr. Rateliff forfeited 150 shares in the 2017 Omnibus Incentive Plan. In his capacity as an advisor to the Company, Mr. Rateliff will receive 75 shares of stock grants under the 2017 Omnibus Incentive Plan of which 25 shares vested upon commencement of the advisor agreement and were issued October 1, 2017, 25 shares vest on April 1, 2018 and 25 shares vest based on the earliest of the Company achieving a performance metric or October 1, 2018. The Company records share-based compensation in accordance with ASC 718 for employees and ASC 505 for non-employees, and has recorded share-based compensation of $1,488 for the nine months ended December 31, 2017 relating to the options. Management valued the options utilizing the Black-Scholes model with the following criteria ranges: stock price - $3.02 to $3.76 exercise price - $3.02 to $3.76; expected term – ten years in the first two quarters and four years in the third quarter; discount rate – 2.20% to 2.27%; and volatility – 89 to 94%. Changes in the options under the 2017 Omnibus Incentive Plan are described in the table below Number of Weighted Weighted Granted 811 $ 2.87 10.0 Shares modified to options 663 $ 2.53 10.0 Exercised - Forfeited (100 ) Balance at December 31, 2017 1,374 $ 2.87 9.7 Intrinsic value of options $ - In June 2017, the Board authorized awards of 135 shares of restricted stock to employees whose vesting was contingent upon annual reviews, which may include specific performance metrics. During the three months ended December 31, 2017, the 135 shares were forfeited, prior to vesting, upon separation of the employees from the Company. Since inception in June 2017, the Board authorized awards of 2,116 shares of restricted stock to employees whose vesting is contingent upon completion of periods of service that vest through 2021. The values were based on grant date fair value and will be expensed through the completion of the vesting. The share-based compensation expense related to these grants for the nine months ended December 31, 2017 was $3,128. A summary of the activity for service-based grants as of December 31, 2017 and since inception in June 2017 is presented below: Number of Weighted Granted 1,305 2.0 Issued (363 ) Forfeited (336 ) Options granted in exchange for shares (525 ) Balance at December 31, 2017 81 0.6 Share-based compensation costs of approximately $103 for performance and service grants not yet recognized will be recognized as expense through 2020, subject to any changes for actual versus estimated forfeitures. A reconciliation of the total shares available under the 2017 Omnibus Incentive Plan is presented in the table below through December 31, 2017: Number of Available under the Omnibus Incentive Plan 4,000 Shares granted (2,251 ) Shares forfeited 571 Shares modified to options 525 Options exchanged for shares (663 ) Balance at December 31, 2017 2,182 Vested stock awards at December 31, 2017 363 Shares issued under the 2017 Omnibus Incentive Plan through December 31, 2017: Number of Issued 363 Balance at December 31, 2017 363 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12: COMMITMENTS AND CONTINGENCIES 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 2021. Rent expense was approximately $510 and $449 for the nine months ended December 31, 2017 and 2016, respectively. The amount for 2017 and 2016 includes $228 and $193 in rent for Sable's production facility which is included in cost of product sales. Future minimum lease payments required under the operating leases by fiscal year are as follows: 2018 - $164, 2019 - $578, 2020 - $496, 2021 - $386. Corporate Card Program The Company has established a corporate credit card program with a bank and has approximately $265 in an interest-bearing account at the bank to secure charges from the corporate card program. Subsequent to December 31, 2017, that amount has been reduced to $100. Royalties The Company has cross-licensing agreements with several technology companies that require payment of royalties upon the sale and or use of certain patented technologies. One of these agreements requires minimum annual payments of $50 until the last of the patents expire. Contract Related Fees Prior to the Merger, a subsidiary of the Company, as part of a contract to develop its products, has agreed to pay the contractor 1.5% of future New York state manufactured sales, and 5% of future non-New York state manufactured sales until the entire funds paid by a contractor have been repaid (or three times the funds if non-New York manufactured), or 15 years after start of sales. As of December 31, 2017, the subsidiary has $1,252 of contract-related expenses. These funds will be owed to the contractor, as described above, contingent upon the sale of the subsidiary's product related to that contract. The Company has determined that a liability need not be accrued because management has determined that it is not probable sales will occur in this technology. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13: INCOME TAXES The Company accounts for income taxes under ASC Topic 740 Income Taxes The provision (benefit) for income taxes for the nine months ended December 31, 2017 and 2016 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 income tax benefit other than minimum state income taxes payable of $17. 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: December 31, 2017 March 31, 2017 Net operating loss carryover $ 22,234 $ 20,961 Depreciable and amortizable assets 1,042 1,464 Share-based compensation 2,756 1,003 Accrued liabilities 101 122 Inventory reserve 74 119 Change in fair value of derivative liabilities (2,536 ) (290 ) Allowance for bad debts 103 154 Other 203 4 Less: valuation allowance (23,977 ) (23,537 ) Net deferred tax asset $ - $ - After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2017 and March 31, 2017, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance increased by $440 in the nine months ended December 31, 2017. 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. |
Segment Information
Segment Information | 9 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 14: SEGMENT INFORMATION The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information Three months ended December 31, 2017 Pioneer Zest Labs Total Segmented operating revenues $ 2,101 $ 74 $ 2,175 Cost of revenues 2,372 100 2,472 Gross (loss) (271 ) (26 ) (297 ) Total operating expenses net of depreciation, amortization and impairment, and interest expense, net 224 9,281 9,505 Depreciation, amortization and impairment 1 194 195 Change in fair value of derivative liabilites - (1,738 ) (1,738 ) Interest expense, net of interest income - 10 10 Loss from continuing operations before income taxes $ (496 ) $ (7,773 ) $ (8,269 ) Segmented assets and capital expenditures Property and equipment, net $ 2,062 $ 157 $ 2,219 Intangible assets, net $ 6 $ 1,850 $ 1,856 Capital expenditures $ 53 $ 15 $ 68 Three months ended December 31, 2016 Pioneer Zest Labs Total Segmented operating revenues $ 1,984 $ 94 $ 2,078 Cost of revenues 2,251 350 2,601 Gross (loss) (267 ) (256 ) (523 ) Total operating expenses net of depreciation, amortization and impairment, and interest expense, net 587 7,711 8,298 Depreciation, amortization and impairment 1,651 60 1,711 Interest expense, net of interest income 16 25 41 Loss from continuing operations before income taxes $ (2,521 ) $ (8,052 ) $ (10,573 ) Segmented assets and capital expenditures Property and equipment, net $ 2,342 $ 209 $ 2,551 Intangible assets, net $ 861 $ 786 $ 1,647 Capital expenditures $ 104 $ 97 $ 201 Nine months ended December 31, 2017 Pioneer Zest Labs Total Segmented operating revenues $ 6,490 $ 94 $ 6,584 Cost of revenues 7,385 132 7,517 Gross (loss) (895 ) (38 ) (933 ) Total operating expenses net of depreciation, amortization and impairment, and interest expense, net 743 32,979 33,722 Depreciation, amortization and impairment 881 518 1,399 Change in fair value of derivative liabilities - (7,245 ) (7,245 ) Interest expense, net of interest income and other expense 61 40 101 Loss from continuing operations before income taxes $ (2,580 ) $ (26,330 ) $ (28,910 ) Capital expenditures $ 235 $ 25 $ 260 Nine months ended December 31, 2016 Pioneer Zest Labs Total Segmented operating revenues $ 8,243 $ 116 $ 8,359 Cost of revenues 8,480 360 8,840 Gross profit (loss) (237 ) (244 ) (481 ) Total operating expenses net of depreciation, amortization and impairment, and interest expense, net 1,200 19,301 20,501 Depreciation, amortization and impairment 1,799 170 1,969 Interest expense, net of interest income and other expense 53 180 233 Loss from continuing operations before income taxes $ (3,289 ) $ (19,895 ) $ (23,184 ) Capital expenditures $ 227 $ 97 $ 324 |
Concentrations
Concentrations | 9 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 15: CONCENTRATIONS During the nine months ended December 31, 2017 and 2016, the Company had three major customers, respectively, comprising 69% of revenue. A major customer is defined as a customer that represents 10% or greater of total sales. Additionally, the Company had four customers as of December 31, 2017 and March 31, 2017, respectively, with accounts receivable balances of 80% and 75% of the total accounts receivable at both dates. In addition, during the nine months ended December 31, 2017 and 2016, the Company had one major vendor comprising 29% and 29% of purchases, respectively. A major vendor is defined as a vendor that represents 10% or greater of total purchases. Additionally, the Company had two vendors as of December 31, 2017 and March 31, 2017 with accounts payable balances of 28% and 62% 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. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 16: ACQUISITIONS Sable On May 3, 2016, the Company entered into a Share Exchange Agreement (the "Agreement") by and among the Company, Pioneer Products, Sable, and the holder of all of Sable's membership interests, an entity controlled by a stockholder of the Company. The Company issued 2,000 shares of the Company's common stock (the "Shares") in exchange for all of Sable's membership interests. Sable has since been a wholly-owned subsidiary of Pioneer Products. The seller was subject to a lock-up agreement (the "Lock-Up Agreement") that released shares from the Lock-Up Agreement over a period of one year (the "Lock-Up Period"). Under the Lock-Up Agreement, the seller was permitted to sell 33.3% of the Shares received by the seller after the six-month anniversary of the closing of the transaction. Thereafter, an additional 33.3% of the Shares was released at the end of each subsequent three-month period until the end of the Lock-Up Period. No cash was paid relating to the acquisition of Sable. Sable operates a polymer manufacturing facility north of Atlanta, Georgia. The Company acquired the assets and liabilities noted below in exchange for the 2,000 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: Cash $ 41 Receivables, net 1,250 Inventory 759 Property and equipment 2,822 Identifiable intangible assets 1,028 Goodwill 1,264 Other assets 36 Accounts payable and other liabilities (883 ) Notes payable and current debt (2,100 ) Long-term debt (431 ) $ 3,786 The intangible assets represent customer lists that were being amortized over three years. The goodwill recognized reflected expected synergies from combining operations of Sable and the Company as well as intangible assets that did not qualify for separate recognition including polymer formulas and formulations. The goodwill is not expected to be deductible for tax purposes. The goodwill was not amortized but was tested for impairment. As a result of the impairment testing, the remaining balance of goodwill was written off, and the unamortized intangible assets were fully impaired. Since the acquisition, Sable has recorded $9,013 in revenues (net of intercompany elimination) and a loss of $5,653 that are both included in the consolidated results. The following table shows pro-forma results for the nine months ended December 31, 2016 as if the acquisition had occurred on April 1, 2016. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Sable and the Company. Revenues $ 8,860 Net loss attributable to controlling interest $ (23,816 ) Net loss per share $ (0.67 ) 440labs 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 will not be amortized but will be tested at least annually for impairment. |
Warrant Derivative Liabilities
Warrant Derivative Liabilities | 9 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT DERIVATIVE LIABILITIES | NOTE 17: WARRANT DERIVATIVE LIABILITIES As described in Note 11, the Company issued common stock and warrants in private placements in March 2017 and May 2017. The March and May 2017 warrants (collectively the "Derivative Warrant Instruments") are classified as liabilities. The Derivative Warrant Instruments have been accounted for utilizing ASC 815 "Derivatives and Hedging". The Company identified embedded features in the March and May 2017 warrants which caused the warrants to be classified as a liability. These embedded features included the implicit right for the holders to request that the Company settle the warrants in registered shares. Since maintaining an effective registration of shares is potentially outside the control of the Company, these warrants were classified as liabilities as opposed to equity. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. On the date of inception, the fair value of the March 2017 warrants of $4,609 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.13% an expected term of 5.0 years, an expected volatility of 107% and a 0% dividend yield. At March 31, 2017, the fair value of the March 2017 warrants of $3,351 was determined using the Black-Scholes Model based on a risk-free interest rate of 1.93% an expected term of 4.9 years, an expected volatility of 105% and a 0% dividend yield. At December 31, 2017, the fair value of the March 2017 warrants of $1,113 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.20% an expected term of 4.25 years, an expected volatility of 92% and a 0% dividend yield. On the date of inception, the fair value of the May 2017 warrants of $7,772 was determined using the Black-Scholes Model based on a risk-free interest rate of 1.80% an expected term of 5.0 years, an expected volatility of 101% and a 0% dividend yield. At December 31, 2017, the fair value of the May 2017 warrants of $2,070 was determined using the Black-Scholes Model based on a risk-free interest rate of 2.20% an expected term of 4.42 years, an expected volatility of 92% and a 0% dividend yield. The Company's derivative liabilities associated with the warrants are as follows: December 31, March 31, Inception Fair value of 1,000 March 17, 2017 warrants $ 1,113 $ 3,351 $ 4,609 Fair value of 1,875 May 22, 2017 warrants 2,070 - 7,772 $ 3,183 $ 3,351 $ 12,381 During the nine months ended December 31, 2017 and 2016 the Company recognized changes in the fair value of the derivative liabilities of $7,245 and $0, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 18: FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of "Level 3" during the periods ended December 31, 2017 and March 31, 2017. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company records the fair value of the of the warrant derivative liabilities disclosed in Note 17 in accordance with ASC 815, Derivatives and Hedging The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis as of and for the periods December 31, 2017 and March 31, 2017: December 31, 2017 Level 1 Level 2 Level 3 Total Gains Warrant derivative liabilities - - $ 3,183 $ 7,245 March 31, 2017 Warrant derivative liabilities - - $ 3,351 $ 829 |
Restatements
Restatements | 9 Months Ended |
Dec. 31, 2017 | |
Restatements [Abstract] | |
RESTATEMENTS | NOTE 19: RESTATEMENTS In connection with the preparation of the Company's consolidated financial statements as of and for the nine and three months ended December 31, 2017, the Company identified inadvertent errors in the accounting for certain embedded derivative liabilities associated with warrants issued as a part of capital raises in 2017. In connection with those capital raises, proceeds (net of fees) were accounted for as equity. Upon further evaluation, the Company determined that a portion of the capital raised should have been accounted for as liabilities with fair value changes recorded in the Company's consolidated statements of operations. Accordingly, the Company is restating herein its previously issued condensed consolidated financial statements and the related disclosures for the nine and three months ended December 31, 2017 as well as an adjustment to the opening balance sheet for the first interim period of fiscal 2018 (the "Restated Periods"). The adjustment to the opening balance sheet as of April 1, 2017 consisted of establishing a current derivatives liability of $3,351, offset by a reduction in additional paid-in-capital of $4,180 and a reduction of accumulated deficit of $829. The categories of misstatements and their impact on previously reported condensed consolidated financial statements for the periods is described below: Derivative Liability: Stockholders' Deficit: Change in Fair Value of Derivative Liabilities: In addition to the restatement of the financial statements, certain information within the following notes to the financial statements have been restated to reflect the corrections of misstatements discussed above as well as to add disclosure language as appropriate: Note 1: Organization and Summary of Significant Accounting Policies Note 17: Warrant Derivative Liabilities Note 11: Stockholders' Equity Note 18: Fair Value Measurements The financial statement misstatements reflected in previously issued condensed consolidated financial statements did not impact cash flows from operations, investing, or financing activities in the Company's consolidated statements of cash flows for any period previously presented, however they did impact individual line items. Comparison of restated financial statements to financial statements as previously reported The following tables compare the Company's previously issued Condensed Consolidated Balance Sheet, Condensed Consolidated Statements of Operations, and Consolidated Statement of Cashflows as of and for the nine and three months ended December 31, 2017 to the corresponding restated condensed consolidated financial statements for that period. The Condensed Consolidated Statement of Changes in Stockholders' Equity in the financial statements reflect all changes related to the as originally reported line items that have been affected as denoted by "(Restated)". (Dollars in thousands, except per share data) December 31, Restatement December 31, 2017 Adjustment 2017 As Reported As Restated ASSETS CURRENT ASSETS Cash ($265 pledged as collateral for credit) $ 2,175 $ - $ 2,175 Certificates of deposit 1,001 - 1,001 Accounts receivable, net of allowance of $63 1,041 - 1,041 Inventory, net of reserves 3,073 - 3,073 Prepaid expenses 244 - 244 Other current assets 64 - 64 Total current assets 7,598 - 7,598 NON-CURRENT ASSETS Property and equipment, net 2,219 - 2,219 Intangible assets, net 1,856 - 1,856 Other assets 53 - 53 Total non-current assets 4,128 - 4,128 TOTAL ASSETS $ 11,726 - $ 11,726 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 953 $ - $ 953 Accrued liabilities 1,162 - 1,162 Derivative liabilities - 3,183 3,183 Current portion of long-term debt 500 - 500 Current portion of long-term debt – related party 100 - 100 Total current liabilities 2,715 3,183 5,898 NON-CURRENT LIABILITIES COMMITMENTS AND CONTINGENCIES Total liabilities 2,715 3,183 5,898 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, 46,740 shares issued and 46,248 shares outstanding as of December 31, 2017 47 - 47 Additional paid-in-capital 116,293 (11,257 ) 105,036 Accumulated deficit (105,822 ) 8,074 (97,748 ) Treasury stock, at cost (1,507 ) - (1,507 ) Total stockholders' equity 9,011 (3,183 ) 5,828 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,726 - $ 11,726 Nine Months Nine Months December 31, Restatement December 31, 2017 Adjustment 2017 As Reported As Restated CONTINUING OPERATIONS: REVENUES $ 6,584 $ - $ 6,584 COST OF REVENUES 7,517 - 7,517 GROSS PROFIT (LOSS) (933 ) - (933 ) OPERATING EXPENSES: Salaries and salary related costs, including share-based compensation 23,781 - 23,781 Professional fees and consulting, including share-based compensation 3,829 3,829 Selling, general and administrative 1,473 - 1,473 Depreciation, amortization and impairment 1,399 - 1,399 Research and development 4,639 - 4,639 Total operating expenses 35,121 - 35,121 Loss from continuing operations before other expenses (36,054 ) - (36,054 ) OTHER INCOME (EXPENSE): Change in fair value of derivative liabilities - 7,245 7,245 Loss on retirement of assets (61 ) - (61 ) Interest expense, net of interest income (40 ) - (40 ) Total other income (expenses) (101 ) 7,245 7,144 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (36,155 ) 7,245 (28,910 ) DISCONTINUED OPERATIONS: Income (loss) from discontinued operations (57 ) - (57 ) Gain on disposal of discontinued operations 636 - 636 Total discontinued operations 579 - 579 PROVISION FOR INCOME TAXES (17 ) - (17 ) NET LOSS (35,593 ) 7,245 (28,348 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST - - NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (35,593 ) $ 7,245 $ (28,348 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.80 ) $ 0.16 $ (0.64 ) Discontinued operations 0.01 - 0.01 Total $ (0.79 ) $ 0.16 $ (0.63 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 45,099 45,099 Three Months Three Months December 31, Restatement December 31, 2017 Adjustment 2017 As Reported As Restated CONTINUING OPERATIONS: REVENUES $ 2,175 $ - $ 2,175 COST OF REVENUES 2,472 - 2,472 GROSS PROFIT (LOSS) (297 ) - (297 ) OPERATING EXPENSES: Salaries and salary related costs, including share-based compensation 6,580 - 6,580 Professional fees and consulting, including share-based compensation 1,088 1,088 Selling, general and administrative 431 - 431 Depreciation, amortization and impairment 195 - 195 Research and development 1,406 - 1,406 Total operating expenses 9,700 - 9,700 Loss from continuing operations before other expenses (9,997 ) - (9,997 ) OTHER INCOME (EXPENSE): Change in fair value of derivative liabilities - 1,738 1,738 Interest expense, net of interest income (10 ) - (10 ) Total other income (expenses) (10 ) 1,738 1,728 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (10,007 ) 1,738 (8,269 ) DISCONTINUED OPERATIONS: Income (loss) from discontinued operations - - - Gain on disposal of discontinued operations - - - Total discontinued operations (- ) - (- ) PROVISION FOR INCOME TAXES (10 ) - (10 ) NET LOSS (10,017 ) 1,738 (8,279 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST - - NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (10,017 ) $ 1,738 $ (8,279 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.22 ) $ 0.04 $ (0.18 ) Discontinued operations - - - Total $ (0.22 ) $ 0.04 $ (0.18 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 46,287 46,287 Nine Months Restatement Nine Months 2017 Adjustment 2017 As Reported As Restated Cash flows from operating activities: Net loss attributable to controlling interest $ (35,593 ) $ 7,245 $ (28,348 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and impairment 1,635 - 1,635 Shares of common stock issued for services rendered 2,206 - 2,206 Share-based compensation – stock - employees 18,699 - 18,699 Share-based compensation due to employment agreements 1,500 - 1,500 Change in value of derivative liabilities (7,245 ) (7,245 ) (Income) loss from discontinued operations 57 57 Gain on sale of discontinued operations (636 ) - (636 ) Loss on retirement of assets 61 - 61 Changes in assets and liabilities: Accounts receivable 516 - 516 Inventory (969 ) - (969 ) Prepaid expenses 55 - 55 Other current assets (83 ) - (83 ) Other assets 4 - 4 Accounts payable (790 ) - (790 ) Accrued liabilities (1,665 ) - (1,665 ) Net cash used in operating activities of continuing operations (15,003 ) - (15,003 ) Net cash provided by discontinued operations 92 - 92 Net cash used in operating activities (14,911 ) - (14,911 ) Cash flows from investing activities: Proceeds from sale of Eco3d 2,100 - 2,100 Purchases of certificates of deposit (1,001 ) - (1,001 ) Purchases of property and equipment (260 ) - (260 ) Net cash provided by investing activities 839 - 839 Cash flows from financing activities: Proceeds from issuance of common stock, net of fees 9,106 - 9,106 Purchase of treasury shares from employees (1,507 ) - (1,507 ) Repayments of debt - related parties - - - Net cash provided by financing activities 7,599 - 7,599 NET DECREASE IN CASH (6,473 ) - (6,473 ) Cash - beginning of period 8,648 - 8,648 Cash - end of period $ 2,175 $ - $ 2,175 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 45 $ - $ 45 Cash paid for income taxes $ 2 $ - $ 2 SUMMARY OF NONCASH ACTIVITIES: Receivables from sale of assets $ 28 $ - $ 28 Assets and liabilities acquired via acquisition of companies: Identifiable intangible assets $ 1,435 $ - $ 1,435 Goodwill $ 65 $ - $ 65 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20: SUBSEQUENT EVENTS Subsequent to December 31, 2017, the Company has issued 57 shares of common stock pursuant to stock awards granted from the 2013 Incentive Stock Plan and 10 shares of common stock pursuant to stock awards granted from the 2017 Omnibus Incentive Plan. The Company acquired 25 shares of common stock from employees in lieu of amounts required to satisfy minimum withholding requirements upon vesting of the employees' stock. On January 26, 2018, the Company received Board approval to submit a bid to purchase the assets of a beef processing operation in a sales process conducted under Section 363 of the U.S. Bankruptcy Code. The bid would be subject to the receipt of competing offers from other potential bidders, financing and court approval. The Company has not yet accepted any formal commitments to finance this offer and has not yet submitted a binding letter of intent to the bankruptcy court to offer to purchase the assets and has not yet entered into any agreements to finance an offer. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Ecoark Holdings and its direct and indirect subsidiaries, collectively referred to as "the Company". All significant intercompany accounts and transactions have been eliminated in consolidation. Ecoark Holdings is a holding company that holds 100% of Ecoark and Magnolia Solar. Ecoark holds 100% of Eco360, Pioneer Products (which owns 100% of Sable), Zest Labs (which owns 100% of 440labs) and, until April 2017, Eco3d. As described further in Note 2, in March 2017 the Ecoark Holdings Board approved a plan to sell Eco3d, and the sale was completed in April 2017. Ecoark previously owned 65% of Eco3d and the remaining 35% interest was owned by executives of Eco3d until September 2016 when the executives' 35% interest was acquired in exchange for 525 shares of Ecoark Holdings stock. In conjunction with the sale of Eco3d in April 2017, the 525 shares were reacquired by the Company and canceled. The Company applies the guidance of Topic 810 Consolidation |
Noncontrolling Interests | Noncontrolling Interests In accordance with ASC 810-10-45 Noncontrolling Interests in Consolidated Financial Statements, |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the United States Securities and Exchange Commission (the "Commission" or the "SEC"). It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. |
Reclassification | Reclassification The Company has reclassified certain amounts in the 2016 consolidated financial statements to be consistent with the 2017 presentation. These principally relate to classification of certain revenues, cost of revenues and related segment data, as well as certain research and development expenses. Reclassifications relating to the discontinued operations of Eco3d are described further in Note 2. The reclassifications had no impact on net loss or net cash flows for the nine months ended December 31, 2017 and 2016. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. 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 consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management's estimate of provisions required for uncollectible accounts receivable, obsolete or slow-moving inventory, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, liabilities to accrue, allocation of home office expenses for segment reporting and determination of the fair value of stock awards and forfeiture rates. Actual results could differ from those estimates. |
Cash | Cash Cash consists of cash, demand deposits and money market funds with an original maturity of three months or less. The Company holds no cash equivalents. The Company maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. |
Inventory | Inventory Inventory is stated at the lower of cost or market. Inventory cost is determined on average cost and at standard cost, which approximates average costs in accordance with ASC 330-10-30-12. Provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. The Company establishes reserves for this purpose. Effective April 1, 2017, the Company changed its inventory costing method at Sable from first-in first-out ("FIFO") to average cost. FIFO costs approximated average cost. The change was made in conjunction with a system conversion that enabled the Company to move from a periodic to a perpetual inventory system. In accordance with ASC 250-10-45-11 through 45-13, management determined that the change was preferable because it provides better operational control and visibility into inventory levels and costs, and it facilitates cost analysis at a batch level that was not available previously. The effect of the change was not material to the Company's consolidated financial statements for the periods ended December 31, 2017. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from two to ten years for all classes of property and equipment, except leasehold improvements which are depreciated over the term of the lease when shorter than the estimated useful life of the improvements. ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has early adopted Accounting Standard Update ("ASU") 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company's ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. ASC 360-10 addresses criteria to be considered for long-lived assets expected to be disposed of by sale. Six criteria are listed in ASC 360-10-45-9 that must be met in order for assets to be classified as held for sale. Once the criteria are met, long-lived assets classified as held for sale are to be measured at the lower of carrying amount or fair value less costs to sell. In December 2016, management decided to outsource its densification activities at the Sable facility in Georgia. All six criteria were met and thus the densification and related equipment was adjusted to fair value and reclassified to current assets in the balance sheets. In September 2017, the most significant of these assets were sold and the immaterial balances of the remaining assets were written off. Intangible assets with definite useful lives are stated at cost less accumulated amortization and impairment. Identifiable intangible assets capitalized represent the valuation of the Company-owned patents, customer lists, outsourced vendor relationships and non-compete agreements. These intangible assets are being amortized on a straight-line basis over their estimated average useful lives of thirteen and a half years for the patents, three years for the customer lists and outsourced vendor relationships and two years for the non-compete agreements. Expenditures on intangible assets through the Company's filing of patent and trademark protection for Company-owned inventions are expensed as incurred. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company tested the carrying value of its intangible assets for recoverability during the nine months ended December 31, 2017, and impairments were recorded during this period. |
Advertising Expense | Advertising Expense The Company expenses advertising costs as incurred. Advertising expenses for the nine months ended December 31, 2017 and 2016, which were nominal, are included in selling, general and administrative costs. |
Software Costs | Software Costs The Company accounts for software development costs in accordance with ASC 985-730 Software Research and Development Costs of Software to be Sold, Leased or Marketed |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. These costs include internal salaries and related costs and professional fees for activities related to development. The majority of these costs relate to the Zest Data Services platform, Zest Fresh and Zest Delivery. |
Subsequent Events | Subsequent Events Subsequent events were evaluated through the date the consolidated financial statements were filed . |
Shipping and Handling Costs | Shipping and Handling Costs The Company reports shipping and handling revenues and their associated costs in product revenue and cost of revenue, respectively. Shipping revenues and costs for the nine months ended December 31, 2017 and 2016 were nominal. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The Company accounts for a contract when it has been approved and committed to, each party's rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. Product revenue consists primarily of the sale of recycled plastics products by Pioneer and Sable. Contracts for products are for products held in inventory and typically are on thirty- to sixty-day payment terms. Management's evaluation of credit risk involves judgement and may include securing insurance coverage on the recoverability of the receivables. Revenues are recognized when obligations under the terms of a contract with the customer are satisfied and when control of the promised goods are transferred to the customer, typically when products are shipped to the customer. Expected costs of standard warranties and claims are recognized as expense. Revenue from software license agreements of Zest Labs is recognized over time or at a point in time depending on the evaluation of when the customer obtains control of the promised goods or services over the term of the agreement. For agreements where the software requires continuous updates to provide the intended functionality, revenue is recognized over the term of the agreement. For software contracts that include multiple performance obligations, including hardware, perpetual software licenses, subscriptions, term licenses, maintenance and other services, the Company allocates revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. For contracts for new products and services where standalone pricing has not been established, the Company allocates revenue to each performance obligation based on estimates using the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach as appropriate under the circumstances. Contracts are typically on thirty- to sixty-day payment terms from when the Company satisfies the performance obligation in the contract. Services contracts include research contracts for the government. The contracts define delivery dates for which the performance obligation will be satisfied over time. Revenue is recognized over time based on the output method to measure the Company's progress toward complete satisfaction of a performance obligation. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on management's estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized, however credit insurance is obtained for some customers. Past-due status is based on contractual terms. |
Uncertain Tax Positions | Uncertain Tax Positions The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the Internal Revenue Service and state taxing authorities, generally for three years after they were filed. |
Vacation and Paid-Time-Off Compensation | Vacation and Paid-Time-Off Compensation The Company follows ASC 710-10 Compensation – General |
Share-Based Compensation | Share-Based Compensation The Company follows ASC 718 Compensation – Stock Compensation and has early adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting The Company measures compensation expense for its non-employee share-based compensation under ASC 505-50 Equity-Based Payments to Non-Employees The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825 Financial Instruments |
Leases | Leases The Company follows ASC 840 Leases |
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options, grants and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only basic weighted average number of common shares are used in the computations. |
Fair Value Measurement | Fair Value Measurement ASC 820 Fair Value Measurement Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. |
Segment Information | Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. |
Related-Party Transactions | Related-Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions (see Note 10). All transactions are recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company's financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is remeasured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities. Applying this accounting policy resulted in restatements of prior periods as more fully described in Note 19. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, August 2015 and May 2016, the FASB issued ASU 2014-09 Revenue from Contracts with Customers Revenue from Contracts with Customers, Deferral of the Effective Date Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients In May 2017, the FASB issued ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805), Clarifying the Definition of a Business. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting |
Recent Accounting Pronouncements Pending Adoption | Recent Accounting Pronouncements Pending Adoption In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). 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 $97,748 since inception. The accumulated deficit together with losses of $28,348 for the nine months ended December 31, 2017, and net cash used in operating activities in the nine months ended December 31, 2017 of $14,911, have resulted in the uncertainty of the Company's ability to continue as a going concern. These 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 $9,106 of additional capital, net of expenses, in the nine months ended December 31, 2017, as compared with over $12,000 raised in the three-month transition period ended March 31, 2017. Portions of the capital raise resulted in recognition of derivative liabilities. The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. The Company disclosed its intention to raise up to a cumulative amount of $80,000 pursuant to its shelf registration filed with the SEC (approximately $23,000 has been raised with $57,000 remaining through August 2019). 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 consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. As more fully described in Note 19, in connection with the preparation of the Company's condensed consolidated financial statements as of and for the nine months ended December 31, 2017, the Company identified inadvertent errors in the accounting for certain embedded derivative liabilities associated with warrants issued as a part of capital raises. In connection with those capital raises, proceeds (net of fees) were accounted for as equity. Upon further evaluation, the Company determined that a portion of the capital raised should have been accounted for as liabilities with fair value changes recorded in the Company's condensed consolidated statements of operations. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of carrying amounts of major classes of assets and liabilities held for sale | December 31, 2017 March 31, 2017 (Unaudited) Cash $ - $ 34 Accounts receivable, net of allowance - 1,293 Prepaid expenses - 67 Other current assets - 10 Current assets - held for sale $ - $ 1,404 Property and equipment, net $ - $ 362 Other assets - 4 Non-current assets - held for sale $ - $ 366 Accounts payable $ - $ 67 Accrued liabilities - 396 Current liabilities - held for sale $ - $ 463 |
Schedule of income (loss) of discontinued operations in the consolidated statements of operations | 2017 2016 Revenue from services $ 188 $ 4,079 Cost of services 103 1,547 Gross profit 85 2,532 Operating expenses 142 2,304 Allocated interest expense - 52 Income (loss) of discontinued operations $ (57 ) $ 176 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of revenue by major source | Three Three Nine months Nine months Revenue: Pioneer Products $ 2,101 $ 1,984 $ 6,490 $ 8,243 Zest Labs 74 94 94 116 $ 2,175 $ 2,078 $ 6,584 $ 8,359 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | December 31, March 31, (Unaudited) Inventory $ 3,423 $ 2,456 Inventory reserves (350 ) (352 ) Total $ 3,073 $ 2,104 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2017 March 31, 2017 (Unaudited) Machinery and equipment $ 2,951 $ 2,724 Computers and software costs 409 406 Furniture and fixtures 107 107 Leasehold improvements 4 4 Total property and equipment 3,471 3,241 Accumulated depreciation and impairment (1,252 ) (933 ) Property and equipment, net $ 2,219 $ 2,308 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets | December 31, March 31, (Unaudited) Customer lists $ 5,008 $ 5,008 Patents 1,090 1,090 Outsourced vendor relationships 1,016 - Non-compete agreements 419 - Goodwill, net of impairment 65 582 Total intangible assets 7,598 6,680 Accumulated amortization and impairment (5,742 ) (5,113 ) Intangible assets, net $ 1,856 $ 1,567 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | December 31, March 31, (Unaudited) Vacation and paid time off $ 381 $ 359 Professional fees and consulting costs 278 1,777 Payroll and employee expenses 181 163 Straight-line rent 107 95 Legal fees 69 112 Inventory in transit 54 89 Other 92 25 Total $ 1,162 $ 2,620 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | December 31, March 31, (Unaudited) Secured convertible promissory note $ 500 $ 500 Less: current portion (500 ) - Long-term debt, net of current portion $ - $ 500 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of changes in warrants | Number of Weighted Weighted Balance at December 31, 2015 15 $ 35.00 1.0 Granted 4,437 $ 4.94 2.0 Exercised pre-Merger (13 ) Exercised pre-Merger (98 ) $ (5.00 ) Exercised cashless, post-Merger (2 ) Forfeited - Cancelled - Balance at December 31, 2016 4,339 $ 4.94 2.0 Granted 1,450 $ 5.53 4.3 Exercised Cash - Exercised Cashless - Forfeited - Cancelled - Balance at March 31, 2017 5,789 $ 5.09 2.6 Granted 2,125 $ 5.31 5.0 Exercised Cash - Exercised Cashless (49 ) Forfeited (51 ) Cancelled - Balance at December 31, 2017 7,814 $ 5.21 3.3 Intrinsic value of warrants $ - |
Two Thousand Thirteen Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of changes in stock options | Number of Weighted Weighted Balance at December 31, 2015 659 $ 2.50 2.1 Granted 125 $ 2.50 0.4 Exercised - Forfeited (125 ) $ 2.50 Balance at December 31, 2016 659 $ 2.50 1.2 Granted 250 $ 2.50 1.0 Exercised (25 ) $ 2.50 Forfeited - Balance at March 31, 2017 884 $ 2.50 1.0 Granted - Exercised - Forfeited - Balance at December 31, 2017 884 $ 2.50 0.3 Intrinsic value of options $ - |
Two Thousand Thirteen Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of changes in stock options | Number of Weighted Weighted Granted Granted in modification 2,263 $ 2.59 10.0 Exercised - Forfeited - Balance at December 31, 2017 2,263 $ 2.59 9.7 Intrinsic value of options $ - |
Schedule of reconciliation of shares | Number of Available under the 2013 Incentive Stock Plan 5,500 Granted pre-Merger (13 ) Shares cancelled pre-Merger 10 Available at the Merger date 5,497 Shares granted post-Merger (476 ) Options granted post-Merger - Balance at December 31, 2016 5,021 Shares granted (5,010 ) Balance at March 31, 2017 11 Shares granted - Shares modified to options 2,193 Options in exchange for shares (2,263 ) Shares forfeited 149 Balance at December 31, 2017 90 Vested stock awards at December 31, 2017 2,458 |
Schedule of shares issued | Number of Balance at December 31, 2015 3 Issued post-merger 159 Balance at December 31, 2016 162 Issued 838 Balance at March 31, 2017 1,000 Issued 1,458 Balance at December 31, 2017 2,458 |
Two Thousand Seventeen Omnibus Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of changes in stock options | Number of Weighted Weighted Granted 811 $ 2.87 10.0 Shares modified to options 663 $ 2.53 10.0 Exercised - Forfeited (100 ) Balance at December 31, 2017 1,374 $ 2.87 9.7 Intrinsic value of options $ - |
Schedule of activity for service based grants | Number of Weighted Granted 1,305 2.0 Issued (363 ) Forfeited (336 ) Options granted in exchange for shares (525 ) Balance at December 31, 2017 81 0.6 |
Schedule of reconciliation of shares | Number of Available under the Omnibus Incentive Plan 4,000 Shares granted (2,251 ) Shares forfeited 571 Shares modified to options 525 Options exchanged for shares (663 ) Balance at December 31, 2017 2,182 Vested stock awards at December 31, 2017 363 |
Schedule of shares issued | Number of Issued 363 Balance at December 31, 2017 363 |
Non Qualified Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of non-qualified stock options | Number of Weighted Weighted Granted 2,909 $ 2.60 10.0 Exercised - Forfeited - Balance at December 31, 2017 2,909 $ 2.60 9.7 Intrinsic value of options $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, 2017 March 31, 2017 Net operating loss carryover $ 22,234 $ 20,961 Depreciable and amortizable assets 1,042 1,464 Share-based compensation 2,756 1,003 Accrued liabilities 101 122 Inventory reserve 74 119 Change in fair value of derivative liabilities (2,536 ) (290 ) Allowance for bad debts 103 154 Other 203 4 Less: valuation allowance (23,977 ) (23,537 ) Net deferred tax asset $ - $ - |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of disclosures about segments of an enterprise and related information | Three months ended December 31, 2017 Pioneer Zest Labs Total Segmented operating revenues $ 2,101 $ 74 $ 2,175 Cost of revenues 2,372 100 2,472 Gross (loss) (271 ) (26 ) (297 ) Total operating expenses net of depreciation, amortization and impairment, and interest expense, net 224 9,281 9,505 Depreciation, amortization and impairment 1 194 195 Change in fair value of derivative liabilites - (1,738 ) (1,738 ) Interest expense, net of interest income - 10 10 Loss from continuing operations before income taxes $ (496 ) $ (7,773 ) $ (8,269 ) Segmented assets and capital expenditures Property and equipment, net $ 2,062 $ 157 $ 2,219 Intangible assets, net $ 6 $ 1,850 $ 1,856 Capital expenditures $ 53 $ 15 $ 68 Three months ended December 31, 2016 Pioneer Zest Labs Total Segmented operating revenues $ 1,984 $ 94 $ 2,078 Cost of revenues 2,251 350 2,601 Gross (loss) (267 ) (256 ) (523 ) Total operating expenses net of depreciation, amortization and impairment, and interest expense, net 587 7,711 8,298 Depreciation, amortization and impairment 1,651 60 1,711 Interest expense, net of interest income 16 25 41 Loss from continuing operations before income taxes $ (2,521 ) $ (8,052 ) $ (10,573 ) Segmented assets and capital expenditures Property and equipment, net $ 2,342 $ 209 $ 2,551 Intangible assets, net $ 861 $ 786 $ 1,647 Capital expenditures $ 104 $ 97 $ 201 Nine months ended December 31, 2017 Pioneer Zest Labs Total Segmented operating revenues $ 6,490 $ 94 $ 6,584 Cost of revenues 7,385 132 7,517 Gross (loss) (895 ) (38 ) (933 ) Total operating expenses net of depreciation, amortization and impairment, and interest expense, net 743 32,979 33,722 Depreciation, amortization and impairment 881 518 1,399 Change in fair value of derivative liabilities - (7,245 ) (7,245 ) Interest expense, net of interest income and other expense 61 40 101 Loss from continuing operations before income taxes $ (2,580 ) $ (26,330 ) $ (28,910 ) Capital expenditures $ 235 $ 25 $ 260 Nine months ended December 31, 2016 Pioneer Zest Labs Total Segmented operating revenues $ 8,243 $ 116 $ 8,359 Cost of revenues 8,480 360 8,840 Gross profit (loss) (237 ) (244 ) (481 ) Total operating expenses net of depreciation, amortization and impairment, and interest expense, net 1,200 19,301 20,501 Depreciation, amortization and impairment 1,799 170 1,969 Interest expense, net of interest income and other expense 53 180 233 Loss from continuing operations before income taxes $ (3,289 ) $ (19,895 ) $ (23,184 ) Capital expenditures $ 227 $ 97 $ 324 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of fair values at the effective date of acquisition purchase price | Cash $ 41 Receivables, net 1,250 Inventory 759 Property and equipment 2,822 Identifiable intangible assets 1,028 Goodwill 1,264 Other assets 36 Accounts payable and other liabilities (883 ) Notes payable and current debt (2,100 ) Long-term debt (431 ) $ 3,786 |
Schedule of unaudited pro forma results of operations | Revenues $ 8,860 Net loss attributable to controlling interest $ (23,816 ) Net loss per share $ (0.67 ) |
Schedule of fair value effective date of acquisition the purchase price | Identifiable intangible assets $ 1,435 Goodwill 65 $ 1,500 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of warrant derivative liabilities | December 31, March 31, Inception Fair value of 1,000 March 17, 2017 warrants $ 1,113 $ 3,351 $ 4,609 Fair value of 1,875 May 22, 2017 warrants 2,070 - 7,772 $ 3,183 $ 3,351 $ 12,381 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured and recognized at fair value on recurring basis | December 31, 2017 Level 1 Level 2 Level 3 Total Gains Warrant derivative liabilities - - $ 3,183 $ 7,245 March 31, 2017 Warrant derivative liabilities - - $ 3,351 $ 829 |
Restatements (Tables)
Restatements (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Restatements [Abstract] | |
Schedule of restated consolidated balance sheets and consolidated statements of operation and cashflows | (Dollars in thousands, except per share data) December 31, Restatement December 31, 2017 Adjustment 2017 As Reported As Restated ASSETS CURRENT ASSETS Cash ($265 pledged as collateral for credit) $ 2,175 $ - $ 2,175 Certificates of deposit 1,001 - 1,001 Accounts receivable, net of allowance of $63 1,041 - 1,041 Inventory, net of reserves 3,073 - 3,073 Prepaid expenses 244 - 244 Other current assets 64 - 64 Total current assets 7,598 - 7,598 NON-CURRENT ASSETS Property and equipment, net 2,219 - 2,219 Intangible assets, net 1,856 - 1,856 Other assets 53 - 53 Total non-current assets 4,128 - 4,128 TOTAL ASSETS $ 11,726 - $ 11,726 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 953 $ - $ 953 Accrued liabilities 1,162 - 1,162 Derivative liabilities - 3,183 3,183 Current portion of long-term debt 500 - 500 Current portion of long-term debt – related party 100 - 100 Total current liabilities 2,715 3,183 5,898 NON-CURRENT LIABILITIES COMMITMENTS AND CONTINGENCIES Total liabilities 2,715 3,183 5,898 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, 46,740 shares issued and 46,248 shares outstanding as of December 31, 2017 47 - 47 Additional paid-in-capital 116,293 (11,257 ) 105,036 Accumulated deficit (105,822 ) 8,074 (97,748 ) Treasury stock, at cost (1,507 ) - (1,507 ) Total stockholders' equity 9,011 (3,183 ) 5,828 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,726 - $ 11,726 Nine Months Nine Months December 31, Restatement December 31, 2017 Adjustment 2017 As Reported As Restated CONTINUING OPERATIONS: REVENUES $ 6,584 $ - $ 6,584 COST OF REVENUES 7,517 - 7,517 GROSS PROFIT (LOSS) (933 ) - (933 ) OPERATING EXPENSES: Salaries and salary related costs, including share-based compensation 23,781 - 23,781 Professional fees and consulting, including share-based compensation 3,829 3,829 Selling, general and administrative 1,473 - 1,473 Depreciation, amortization and impairment 1,399 - 1,399 Research and development 4,639 - 4,639 Total operating expenses 35,121 - 35,121 Loss from continuing operations before other expenses (36,054 ) - (36,054 ) OTHER INCOME (EXPENSE): Change in fair value of derivative liabilities - 7,245 7,245 Loss on retirement of assets (61 ) - (61 ) Interest expense, net of interest income (40 ) - (40 ) Total other income (expenses) (101 ) 7,245 7,144 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (36,155 ) 7,245 (28,910 ) DISCONTINUED OPERATIONS: Income (loss) from discontinued operations (57 ) - (57 ) Gain on disposal of discontinued operations 636 - 636 Total discontinued operations 579 - 579 PROVISION FOR INCOME TAXES (17 ) - (17 ) NET LOSS (35,593 ) 7,245 (28,348 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST - - NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (35,593 ) $ 7,245 $ (28,348 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.80 ) $ 0.16 $ (0.64 ) Discontinued operations 0.01 - 0.01 Total $ (0.79 ) $ 0.16 $ (0.63 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 45,099 45,099 Three Months Three Months December 31, Restatement December 31, 2017 Adjustment 2017 As Reported As Restated CONTINUING OPERATIONS: REVENUES $ 2,175 $ - $ 2,175 COST OF REVENUES 2,472 - 2,472 GROSS PROFIT (LOSS) (297 ) - (297 ) OPERATING EXPENSES: Salaries and salary related costs, including share-based compensation 6,580 - 6,580 Professional fees and consulting, including share-based compensation 1,088 1,088 Selling, general and administrative 431 - 431 Depreciation, amortization and impairment 195 - 195 Research and development 1,406 - 1,406 Total operating expenses 9,700 - 9,700 Loss from continuing operations before other expenses (9,997 ) - (9,997 ) OTHER INCOME (EXPENSE): Change in fair value of derivative liabilities - 1,738 1,738 Interest expense, net of interest income (10 ) - (10 ) Total other income (expenses) (10 ) 1,738 1,728 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (10,007 ) 1,738 (8,269 ) DISCONTINUED OPERATIONS: Income (loss) from discontinued operations - - - Gain on disposal of discontinued operations - - - Total discontinued operations (- ) - (- ) PROVISION FOR INCOME TAXES (10 ) - (10 ) NET LOSS (10,017 ) 1,738 (8,279 ) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST - - NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST $ (10,017 ) $ 1,738 $ (8,279 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.22 ) $ 0.04 $ (0.18 ) Discontinued operations - - - Total $ (0.22 ) $ 0.04 $ (0.18 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 46,287 46,287 Nine Months Restatement Nine Months 2017 Adjustment 2017 As Reported As Restated Cash flows from operating activities: Net loss attributable to controlling interest $ (35,593 ) $ 7,245 $ (28,348 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and impairment 1,635 - 1,635 Shares of common stock issued for services rendered 2,206 - 2,206 Share-based compensation – stock - employees 18,699 - 18,699 Share-based compensation due to employment agreements 1,500 - 1,500 Change in value of derivative liabilities (7,245 ) (7,245 ) (Income) loss from discontinued operations 57 57 Gain on sale of discontinued operations (636 ) - (636 ) Loss on retirement of assets 61 - 61 Changes in assets and liabilities: Accounts receivable 516 - 516 Inventory (969 ) - (969 ) Prepaid expenses 55 - 55 Other current assets (83 ) - (83 ) Other assets 4 - 4 Accounts payable (790 ) - (790 ) Accrued liabilities (1,665 ) - (1,665 ) Net cash used in operating activities of continuing operations (15,003 ) - (15,003 ) Net cash provided by discontinued operations 92 - 92 Net cash used in operating activities (14,911 ) - (14,911 ) Cash flows from investing activities: Proceeds from sale of Eco3d 2,100 - 2,100 Purchases of certificates of deposit (1,001 ) - (1,001 ) Purchases of property and equipment (260 ) - (260 ) Net cash provided by investing activities 839 - 839 Cash flows from financing activities: Proceeds from issuance of common stock, net of fees 9,106 - 9,106 Purchase of treasury shares from employees (1,507 ) - (1,507 ) Repayments of debt - related parties - - - Net cash provided by financing activities 7,599 - 7,599 NET DECREASE IN CASH (6,473 ) - (6,473 ) Cash - beginning of period 8,648 - 8,648 Cash - end of period $ 2,175 $ - $ 2,175 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 45 $ - $ 45 Cash paid for income taxes $ 2 $ - $ 2 SUMMARY OF NONCASH ACTIVITIES: Receivables from sale of assets $ 28 $ - $ 28 Assets and liabilities acquired via acquisition of companies: Identifiable intangible assets $ 1,435 $ - $ 1,435 Goodwill $ 65 $ - $ 65 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) - USD ($) shares in Thousands, $ in Thousands | Apr. 14, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization and Summary of Significant Accounting Policies (Textual) | |||||||
Accumulated deficit | $ (97,748) | $ (69,400) | $ (97,748) | ||||
Losses | $ (8,279) | $ (10,624) | (28,348) | $ (23,124) | |||
Additional capital, net of expenses | $ 12,000 | 9,106 | |||||
Shelf registration amount registered | $ 80,000 | ||||||
Property, plant and equipment, estimated useful lives, description | Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from two to ten years for all classes of property and equipment, except leasehold improvements which are depreciated over the term of the lease when shorter than the estimated useful life of the improvements. | ||||||
Intangible assets amortization method, description | Intangible assets are being amortized on a straight-line basis over their estimated average useful lives of thirteen and a half years for the patents and three years for the customer lists and outsourced vendor relationships and two years for the non-compete agreements. | ||||||
Cash used in operating activities | $ (14,911) | $ (12,265) | |||||
Adjustments to additional capital, description | The Company raised $9,106 of additional capital, net of expenses, in the nine months ended December 31, 2017, as compared with over $12,000 raised in the three-month transition period ended March 31, 2017. Portions of the capital raise resulted in recognition of derivative liabilities. The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. The Company disclosed its intention to raise up to a cumulative amount of $80,000 pursuant to its shelf registration filed with the SEC (approximately $23,000 has been raised with $57,000 remaining through August 2019). | ||||||
Percentage of non-controlling interest | 35.00% | ||||||
Percentage of non-controlling interest, description | Ecoark previously owned 65% of Eco3d and the remaining 35% interest was owned by executives of Eco3d until September 2016 when the executives' 35% interest was acquired in exchange for 525 shares of Ecoark Holdings stock. In conjunction with the sale of Eco3d in April 2017, the 525 shares were reacquired by the Company and canceled. | ||||||
Eco3d, LLC [Member] | |||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||
Holding interest of the company | 65.00% | ||||||
Percentage of non-controlling interest | 35.00% | ||||||
Reacquired shares canceled | 525 | ||||||
Ecoark Holdings, Inc. [Member] | |||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||
Shares issued in exchange for noncontrolling interest, shares | 525 | 525 | |||||
Sable acquisition [Member] | |||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||
Ownership percentage of the company | 100.00% | 100.00% | |||||
Ecoark and Magnolia solar [Member] | |||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||
Ownership percentage of the company | 100.00% | 100.00% | |||||
Eco360 [Member] | |||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||
Ownership percentage of the company | 100.00% | 100.00% | |||||
Zest Labs, Inc. [Member] | |||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||
Ownership percentage of the company | 100.00% | 100.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash | $ 34 | |
Accounts receivable, net of allowance | 1,293 | |
Prepaid expenses | 67 | |
Other current assets | 10 | |
Current assets - held for sale | 1,404 | |
Property and equipment, net | 362 | |
Other assets | 4 | |
Non-current assets - held for sale | 366 | |
Accounts payable | 67 | |
Accrued liabilities | 396 | |
Current liabilities - held for sale | $ 463 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue from services | $ 188 | $ 4,079 |
Cost of services | 103 | 1,547 |
Gross profit | 85 | 2,532 |
Operating expenses | 142 | 2,304 |
Allocated interest expense | 52 | |
Income (loss) of discontinued operations | $ (57) | $ 176 |
Discontinued Operations (Deta_3
Discontinued Operations (Details Textual) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations (Textual) | ||||||
Cash received | $ 2,100 | |||||
Shares received from Eco3d | 560 | |||||
Gain on sale of discontinued operations | $ 636 | |||||
Eco3d [Member] | ||||||
Discontinued Operations (Textual) | ||||||
Shares issued in exchange for noncontrolling interest | 525 | |||||
Gain on sale of discontinued operations | $ 636 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue | $ 2,175 | $ 2,078 | $ 6,584 | $ 8,359 |
Pioneer Products [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue | 2,101 | 1,984 | 6,490 | 8,243 |
Zest Labs [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue | $ 74 | $ 94 | $ 94 | $ 116 |
Revenue (Details Textual)
Revenue (Details Textual) | 9 Months Ended |
Dec. 31, 2017 | |
Pioneer and Sable [Member] | |
Revenue (Textual) | |
Revenue performance obligation, description | We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 3,423 | $ 2,456 |
Inventory reserves | (350) | (352) |
Total | $ 3,073 | $ 2,104 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,471 | $ 3,241 |
Accumulated depreciation and impairment | (1,252) | (933) |
Property and equipment, net | 2,219 | 2,308 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,951 | 2,724 |
Computers and software costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 409 | 406 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 107 | 107 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4 | $ 4 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 320 | $ 222 | ||
Impairment charge | $ 245 | |||
Estimated fair value assets | 5 | |||
Cost of product sales depreciation expense | 227 | 193 | ||
Depreciated assets were written off (fully) | 30 | |||
Loss on disposition | $ (61) | $ (25) | ||
Equipment [Member] | ||||
Property and Equipment (Textual) | ||||
Retired equipment value | $ 34 | |||
Accumulated depreciation, cash | 2 | |||
Accumulated depreciation, trade | 1 | |||
Loss on disposition | $ 31 | |||
Sable acquisition [Member] | ||||
Property and Equipment (Textual) | ||||
Impairment charge | 200 | |||
Estimated fair value assets | 58 | |||
Accurate (impairment charge) | $ 45 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Summary of intangible assets | ||
Total intangible assets | $ 7,598 | $ 6,680 |
Accumulated amortization and impairment | (5,742) | (5,113) |
Intangible assets, net | 1,856 | 1,567 |
Customer lists [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 5,008 | 5,008 |
Patents [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,090 | 1,090 |
Outsourced vendor relationships [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,016 | |
Non-compete agreements [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 419 | |
Goodwill, net of impairment [Member] | ||
Summary of intangible assets | ||
Total intangible assets | $ 65 | $ 582 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets (Textual) | |||
Amortization expense | $ 531 | $ 315 | |
Amortization amounts for 2018 | 166 | ||
Amortization amounts for 2019 | 630 | ||
Amortization amounts for 2020 | 440 | ||
Amortization amounts for 2021 | 117 | ||
Amortization amounts for 2022 | 75 | ||
Goodwill | $ 1,264 | ||
Impairment of goodwill | 582 | ||
440labs [Member] | |||
Intangible Assets (Textual) | |||
Goodwill | $ 65 | ||
Customer lists [Member] | |||
Intangible Assets (Textual) | |||
Impairment of goodwill | $ 98 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Payables and Accruals [Abstract] | ||
Vacation and paid time off | $ 381 | $ 359 |
Professional fees and consulting costs | 278 | 1,777 |
Payroll and employee expenses | 181 | 163 |
Straight-line rent | 107 | 95 |
Legal fees | 69 | 112 |
Inventory in transit | 54 | 89 |
Other | 92 | 25 |
Total | $ 1,162 | $ 2,620 |
Note Payable (Details)
Note Payable (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jul. 15, 2015 | |
Note Payable (Textual) | |||
Note payable maximum amount | $ 1,500 | ||
Notes payable payment terms | The balance of the note was $1,500 for the period from acquisition on May 3, 2016 to March 16, 2017. | ||
Interest expense | $ 40 | ||
Certificate of deposit | $ 1,500 | ||
Note Payable [Member] | |||
Note Payable (Textual) | |||
Interest rate | 5.50% | ||
Maturity date | Nov. 18, 2017 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Debt Disclosure [Abstract] | ||
Secured convertible promissory note | $ 500 | $ 500 |
Less: current portion | (500) | |
Long-term debt, net of current portion | $ 500 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2017 | |
Long-Term Debt (Textual) | |||
Debt instrument, convertible, conversion price | $ 4.50 | ||
Interest expense on long-term debt | $ 38 | $ 217 | |
Secured Convertible Promissory Note [Member] | |||
Long-Term Debt (Textual) | |||
Principal amount | $ 100 | ||
Warrants to purchase shares of common stock | 10 | ||
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, description | The convertible note was part of the financing the Company entered into in the three months ended March 31, 2017, that raised $4,300 (of a maximum of $5,000) in convertible notes ($700 of which were from related parties, see Note 10) bearing interest at 10% per annum. On March 30, 2017, $3,700 of these notes were converted (and $600 of the $700 in connection with the related parties) into shares of common stock, along with the related accrued interest on those notes. | ||
Sable acquisition [Member] | Minimum [Member] | |||
Long-Term Debt (Textual) | |||
Debt instrument, convertible, conversion price | $ 4.15 | ||
Sable acquisition [Member] | Maximum [Member] | |||
Long-Term Debt (Textual) | |||
Debt instrument, convertible, conversion price | $ 7.10 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Feb. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | |
Related-Party Transactions (Textual) | |||
Converted notes | $ 600 | ||
Conversion price | $ 4.50 | ||
Sale of common stock shares issued | 560 | ||
Convertible Notes Payable [Member] | |||
Related-Party Transactions (Textual) | |||
Interest expense | $ 8 | ||
Securities Purchase Agreement [Member] | |||
Related-Party Transactions (Textual) | |||
Sale of common stock shares issued | 1,100 | ||
Richards [Member] | |||
Related-Party Transactions (Textual) | |||
Purchases from related party | $ 100 | ||
Conversion price | $ 4.15 | ||
Officer [Member] | |||
Related-Party Transactions (Textual) | |||
Purchases from related party | $ 100 | ||
Director [Member] | Richards [Member] | |||
Related-Party Transactions (Textual) | |||
Purchases from related party | $ 500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Warrants, Beginning Balance | 4,339 | 5,789 | 15 |
Number of Warrants, Granted | 1,450 | 2,125 | 4,437 |
Number of Warrants, Exercised pre-Merger | (13) | ||
Number of Warrants, Exercised pre-Merger | (98) | ||
Number of Warrants, Exercised cashless, post-Merger | (2) | ||
Number of Warrants, Exercised Cash | |||
Number of Warrants, Exercised Cashless | (49) | ||
Number of Warrants, Forfeited | (51) | ||
Number of Warrants, Cancelled | |||
Number of Warrants, Ending Balance | 5,789 | 7,814 | 4,339 |
Number of Warrants, Intrinsic value of warrants | |||
Weighted Average Exercise Price, Beginning Balance | $ 4.94 | $ 5.09 | $ 35 |
Weighted Average Exercise Price, Granted | 5.53 | 5.31 | 4.94 |
Weighted Average Exercise Price, Exercised pre-Merger | (5) | ||
Weighted Average Exercise Price, Ending Balance | $ 5.09 | $ 5.21 | $ 4.94 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 2 years | 2 years 7 months 6 days | 1 year |
Weighted Average Remaining Contractual Life (Years), Granted | 4 years 3 months 19 days | 5 years | 2 years |
Weighted Average Remaining Contractual Life (Years), Ending Balance | 2 years 7 months 6 days | 3 years 3 months 19 days | 2 years |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Non-Qualified Stock Options [Member] - USD ($) shares in Thousands | 9 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Granted | 2,909 |
Number of Options, Exercised | |
Number of Options, Forfeited | |
Number of Options, Ending Balance | 2,909 |
Weighted Average Exercise Price, Granted | $ 2.60 |
Weighted Average Exercise Price, Ending Balance | $ 2.60 |
Weighted Average Remaining Contractual Life (Years), Granted | 10 years |
Weighted Average Remaining Contractual Life (Years) | 9 years 8 months 12 days |
Number of Options, Intrinsic value of options |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - 2013 Option Plan [Member] - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 659 | 884 | 659 |
Number of Options, Granted | 250 | 125 | |
Number of Options, Exercised | (25) | ||
Number of Options, Forfeited | (125) | ||
Number of Options, Ending Balance | 884 | 884 | 659 |
Weighted Average Exercise Price, Beginning Balance | $ 2.50 | $ 2.50 | $ 2.50 |
Weighted Average Exercise Price, Granted | 2.50 | 2.50 | |
Weighted Average Exercise Price, Exercised | 2.50 | ||
Weighted Average Exercise Price, Forfeited | 2.50 | ||
Weighted Average Exercise Price, Ending Balance | $ 2.50 | $ 2.50 | $ 2.50 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 1 year 2 months 12 days | 1 year | 2 years 1 month 6 days |
Weighted Average Remaining Contractual Life (Years), Granted | 1 year | 4 months 24 days | |
Weighted Average Remaining Contractual Life (Years), Ending Balance | 1 year | 3 months 19 days | 1 year 2 months 12 days |
Number of Options, Intrinsic value of options |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - 2013 Incentive Stock Plan [Member] - USD ($) shares in Thousands | 9 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Granted in modification | 2,263 |
Number of Options, Exercised | |
Number of Options, Forfeited | |
Number of Options, Ending Balance | 2,263 |
Weighted Average Exercise Price, Granted | $ 2.59 |
Weighted Average Exercise Price, Ending Balance | $ 2.59 |
Weighted Average Remaining Contractual Life (Years), Granted in modification | 10 years |
Weighted Average Remaining Contractual Life (Years) | 9 years 8 months 12 days |
Number of Options, Intrinsic value of options |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - 2013 Incentive Stock Plan [Member] - shares shares in Thousands | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Available under the 2013 Incentive Stock Plan | 5,500 | ||
Granted pre-Merger | (13) | ||
Shares cancelled pre-Merger | 10 | ||
Available at the Merger date | 5,497 | ||
Shares granted post-Merger | (476) | ||
Options granted post-Merger | |||
Balance | 11 | 5,021 | 5,021 |
Shares granted | (5,010) | ||
Shares modified to options | 2,193 | ||
Options in exchange for shares | (2,263) | ||
Shares forfeited | 149 | ||
Balance | 90 | 11 | |
Vested stock awards at December 31, 2017 | 2,458 |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) - 2013 Incentive Stock Plan [Member] - shares shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Issued, Beginning Balance | 162 | 1,000 | 3 |
Number of Shares Issued, Issued post-merger | 159 | ||
Number of Shares, Issued | 838 | 1,458 | |
Number of Shares Issued, Ending Balance | 1,000 | 2,458 | 162 |
Stockholders' Equity (Details 6
Stockholders' Equity (Details 6) - 2017 Omnibus Incentive Plan [Member] shares in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Beginning Balance | ||
Number of Options, Granted | 811 | |
Number of Options, Shares modified to options | 663 | |
Number of Options, Exercised | ||
Number of Options, Forfeited | (100) | |
Number of Options, Ending Balance | 1,374 | |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.87 | |
Weighted Average Exercise Price, Shares modified to options | $ / shares | 2.53 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 2.87 | |
Weighted Average Remaining Contractual Life (Years), Granted | 10 years | |
Weighted Average Remaining Contractual Life (Years), Shares modified to options | 10 years | |
Weighted Average Remaining Contractual Life (Years) | 9 years 8 months 12 days | |
Number of Options, Intrinsic value of options | $ |
Stockholders' Equity (Details 7
Stockholders' Equity (Details 7) - Service Based Grants [Member] shares in Thousands | 9 Months Ended |
Dec. 31, 2017shares | |
2017 Omnibus Incentive Plan | |
Number of Grants Issued, Beginning Balance | 1,105 |
Number of Options, Granted | 1,305 |
Number of Options, Issued | (363) |
Number of Grants Issued, Forfeited | (336) |
Number of Grants Issued, Options granted in exchange for shares | (525) |
Number of Grants Issued, Ending Balance | 81 |
Weighted Average Remaining Contractual Life (Years), Granted | 2 years |
Weighted Average Remaining Contractual Life (Years), Balance at December 31, 2017 | 7 months 6 days |
Stockholders' Equity (Details 8
Stockholders' Equity (Details 8) - 2017 Omnibus Incentive Plan [Member] shares in Thousands | Dec. 31, 2017shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Available under the Omnibus Incentive Plan | 4,000 |
Shares granted | (2,251) |
Shares forfeited | 571 |
Shares modified to options | 525 |
Options exchanged for shares | (663) |
Balance at December 31, 2017 | 2,182 |
Vested stock awards at December 31, 2017 | 363 |
Stockholders' Equity (Details 9
Stockholders' Equity (Details 9) shares in Thousands | Dec. 31, 2017shares |
2017 Omnibus Incentive Plan | |
Issued | 363 |
Balance at December 31, 2017 | 363 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 14, 2017 | Apr. 02, 2017 | Mar. 14, 2017 | Oct. 26, 2017 | Sep. 25, 2017 | Jun. 30, 2017 | May 31, 2017 | May 31, 2017 | May 23, 2017 | May 22, 2017 | May 22, 2017 | Mar. 31, 2017 | Mar. 30, 2017 | Feb. 28, 2017 | Oct. 31, 2016 | Sep. 30, 2016 | Mar. 18, 2016 | Dec. 31, 2015 | May 31, 2014 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||
Common stock, par value | $ 2.10 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Common stock, shares authorized | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||||
Common stock, shares issued | 42,330 | 46,740 | 42,330 | 46,740 | 42,330 | |||||||||||||||||||||||
Common stock, shares outstanding | 42,330 | 46,248 | 42,330 | 46,248 | 42,330 | |||||||||||||||||||||||
Share-based compensation stock services rendered and to be rendered (prepaid), value | ||||||||||||||||||||||||||||
Shares issued for company acquisition, value | 1,500 | |||||||||||||||||||||||||||
Anticipated payments | $ 2,100 | |||||||||||||||||||||||||||
Stock issued for compensation, value | 18,699 | |||||||||||||||||||||||||||
Share-based compensation | ||||||||||||||||||||||||||||
Warrants issued | 75 | |||||||||||||||||||||||||||
Proceeds from units offered in private placement | $ 12,000 | 9,106 | ||||||||||||||||||||||||||
Option vesting, description | Upon relinquishment of the position as Chief Financial Officer and Treasurer, Mr. Rateliff forfeited 150 shares in the 2017 Omnibus Incentive Plan. In his capacity as an advisor to the Company, Mr. Rateliff will receive 75 shares of stock grants under the 2017 Omnibus Incentive Plan of which 25 shares vested upon commencement of the advisor agreement and were issued October 1, 2017, 25 shares vest on April 1, 2018 and 25 shares vest based on the earliest of the Company achieving a performance metric or October 1, 2018. | |||||||||||||||||||||||||||
Value of warrants | $ 3,351 | |||||||||||||||||||||||||||
Shares granted | 75 | |||||||||||||||||||||||||||
Prepaid expenses as the contractual service term | ||||||||||||||||||||||||||||
Share-based compensation costs for grants not yet recognize | 103 | |||||||||||||||||||||||||||
Share-based compensation costs | 3,127 | |||||||||||||||||||||||||||
Proceeds from sale of Eco3d | $ 2,100 | |||||||||||||||||||||||||||
Shares received from Eco3d | 560 | |||||||||||||||||||||||||||
Consulting agreement amount | $ 8 | |||||||||||||||||||||||||||
2013 Option Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Exercise price | $ 2.50 | $ 2.50 | $ 1.25 | $ 2.50 | $ 2.50 | |||||||||||||||||||||||
Options grant to purchase shares of common stock granted | 693 | |||||||||||||||||||||||||||
Option, description | Options were exercised for 25 shares in March 2017, at $2.50 per share providing $62 in cash to the Company. | |||||||||||||||||||||||||||
Vesting term | 3 years | |||||||||||||||||||||||||||
Expected term | 10 years | |||||||||||||||||||||||||||
Option issued for conversion of common stock | 659 | |||||||||||||||||||||||||||
Option vesting, description | In September 2016, the remaining vesting was accelerated to have those Options 100% vested. In 2016, the Company issued Options to purchase 125 shares of stock at a strike price of $2.50 per share to a consultant. These options vested immediately and expire on March 31, 2018. In the Company's fourth quarter of 2016, an option holder forfeited 125 options and thus, at December 31, 2016, Options on 659 shares of the Company were outstanding with an adjusted exercise price of $2.50. | |||||||||||||||||||||||||||
Option outstanding | 25 | 1,318 | 25 | 659 | 25 | 659 | ||||||||||||||||||||||
Shares issued, price per share | $ 4 | |||||||||||||||||||||||||||
Additional options issued | 625 | |||||||||||||||||||||||||||
Shares modified to options | 2,193 | 2,193 | ||||||||||||||||||||||||||
Options in exchanged for shares | 2,263 | 2,263 | ||||||||||||||||||||||||||
Stock Awards [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares granted | 2,251 | 2,251 | ||||||||||||||||||||||||||
Grant date fair values | $ 3,286 | |||||||||||||||||||||||||||
Number of shares forfeited | 571 | |||||||||||||||||||||||||||
Shares modified to options | 525 | 525 | ||||||||||||||||||||||||||
Options in exchanged for shares | 663 | 663 | ||||||||||||||||||||||||||
2017 Omnibus Incentive Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Common stock, shares issued | 363 | 363 | ||||||||||||||||||||||||||
Shares issued during the period, shares | 10 | |||||||||||||||||||||||||||
Option, description | The Company's common stock and were granted the replacement options to purchase an equal number shares of Company common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants, 2017). In consideration of the agreements, the majority of the replacement options vested immediately upon grant. The remaining replacement options will vest in equal installments through January 2019, subject to continued employment by the Company. | |||||||||||||||||||||||||||
Share-based compensation | $ 1,640 | |||||||||||||||||||||||||||
Share based payment award, number of shares authorized | 1,488 | 1,488 | ||||||||||||||||||||||||||
Shares granted | 1,455 | 1,455 | ||||||||||||||||||||||||||
Number of shares forfeited | 42 | 135 | ||||||||||||||||||||||||||
Share-based compensation costs | $ 1,640 | |||||||||||||||||||||||||||
Restricted stock award | 135 | |||||||||||||||||||||||||||
Options in exchanged for shares | 663 | 663 | ||||||||||||||||||||||||||
2017 Omnibus Incentive Plan [Member] | Stock Awards [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares granted | 4,000 | 4,000 | ||||||||||||||||||||||||||
Modification of Awards [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Options grant to purchase shares of common stock granted | 2,718 | |||||||||||||||||||||||||||
Option issued for conversion of common stock | 2,926 | |||||||||||||||||||||||||||
Options in exchanged for shares | 2,909 | 2,909 | ||||||||||||||||||||||||||
Modification of awards, description | During the three months ended December 31, 2017, the Compensation Committee of the Board of Directors of the Company issued option awards to individuals in replacement of existing restricted stock and restricted stock unit awards previously granted. In addition, the Committee approved 2,909 new option awards that vest over a four-year period to induce certain employees to accept the replacement options, to compensate them for diminution in value of their existing awards and in consideration of a number of other factors, including each individual's role and responsibility with the Company, their years of service to the Company, and market precedents and standards for modification of equity awards. With respect to the replacement options, grantees agreed to exchange the existing awards covering 2,718 shares of the Company's common stock and were granted replacement options to purchase 2,926 shares of the Company's common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants. In consideration of the agreements, the majority of the replacement options vested immediately upon grant. The new option awards vest in 12 equal installments, with the first installment vesting on January 15, 2018, and additional installments vesting on the last day of each of the eleven successive three-month periods, subject to continued employment by the Company. The replacement options were issued under the 2017 Omnibus Incentive Plan or 2013 Incentive Stock Plan to correspond with the plan under which the existing awards were issued. The new options were not granted under any of the Company's existing equity compensation plans. In accordance with ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting, the Company recognized the total compensation cost measured at the date of a modification which is the sum of the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date and the incremental cost resulting from the modification. The replacement and new options had a fair value of $10,290, of which $4,507 (including $3,286 of fair value adjustments to the new instruments) was recognized as share-based compensation in the three months ended December 31, 2017 and the remaining $5,783 will be recognized in periods through December 2021. | |||||||||||||||||||||||||||
2013 Incentive Stock Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares available to issue | 5,497 | |||||||||||||||||||||||||||
Shares issued during the period, shares | 57 | |||||||||||||||||||||||||||
Options grant to purchase shares of common stock granted | 5,500 | |||||||||||||||||||||||||||
Option, description | Common stock at an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grants. In consideration of the agreements, the majority of the replacement options vested immediately upon grant. The remaining replacement options will vest in equal installments through July 2020, subject to continued employment by the Company. | |||||||||||||||||||||||||||
Share-based compensation | $ 17,685 | |||||||||||||||||||||||||||
Additional grant shares | 2,951 | |||||||||||||||||||||||||||
Shares granted | 2,458 | 2,458 | ||||||||||||||||||||||||||
Number of shares forfeited | 65 | |||||||||||||||||||||||||||
Share-based compensation costs | $ 1,932 | |||||||||||||||||||||||||||
Shares available to award | 91 | |||||||||||||||||||||||||||
Non-Qualified Stock Options [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Option, description | The individuals were granted options to purchase 2,909 shares of Company common stock that vest at a rate of 25% per year from 2018 to 2021, subject to continued employment by the Company. As with the replacement options, the new options have an exercise price set at 100% of the fair market value of the Company's stock price on the effective date of the grant. | |||||||||||||||||||||||||||
Share-based compensation costs | $ 5,140 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares received from Eco3d | 1,100 | |||||||||||||||||||||||||||
Consultants [Member] | 2013 Option Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Exercise price | $ 2.50 | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||
Option issued for conversion of common stock | 250 | |||||||||||||||||||||||||||
Option expiration date | Mar. 28, 2018 | |||||||||||||||||||||||||||
Number of options outstanding | 884 | |||||||||||||||||||||||||||
Consultants [Member] | 2017 Omnibus Incentive Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued for services rendered, shares | 25 | |||||||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued during the period, shares | 300 | |||||||||||||||||||||||||||
Share-based compensation | $ 1,500 | |||||||||||||||||||||||||||
Employee [Member] | 2017 Omnibus Incentive Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued for services rendered, shares | 213 | |||||||||||||||||||||||||||
Shares issued during the period, value | $ 125 | |||||||||||||||||||||||||||
Stock issued for compensation, value | $ 22,406 | |||||||||||||||||||||||||||
Options grant to purchase shares of common stock granted | ||||||||||||||||||||||||||||
Shares granted | 2,116 | 2,116 | ||||||||||||||||||||||||||
Share-based compensation costs | $ 3,128 | |||||||||||||||||||||||||||
Restricted stock award | 663 | |||||||||||||||||||||||||||
Number of shares vested | 363 | |||||||||||||||||||||||||||
Employee [Member] | 2013 Incentive Stock Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Option issued for conversion of common stock | 2,263 | |||||||||||||||||||||||||||
Shares issued options to purchase shares of stock | 2,193 | |||||||||||||||||||||||||||
Grant date fair values | $ 7,145 | |||||||||||||||||||||||||||
Grant date fair value in shares | 1,458 | |||||||||||||||||||||||||||
Number of shares forfeited | 149 | |||||||||||||||||||||||||||
Shares available to award | 5,486 | |||||||||||||||||||||||||||
Director [Member] | 2017 Omnibus Incentive Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued for services rendered, shares | 125 | |||||||||||||||||||||||||||
Eco3d [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued, price per share | $ 4 | |||||||||||||||||||||||||||
Sphereit Llc [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued for services rendered, shares | 300 | |||||||||||||||||||||||||||
Black Scholes Model [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Exercise price | $ 2.60 | |||||||||||||||||||||||||||
Stock price | $ 2.60 | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||
Expected term | 4 years | 10 years | ||||||||||||||||||||||||||
Volatility | 97.00% | 55.00% | ||||||||||||||||||||||||||
Discount rate | 1.92% | 0.25% | ||||||||||||||||||||||||||
Sale of stock price per share | 2.50 | $ 2.50 | ||||||||||||||||||||||||||
Black Scholes Model [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Exercise price | 3.76 | 3.76 | ||||||||||||||||||||||||||
Stock price | 3.76 | $ 3.76 | ||||||||||||||||||||||||||
Volatility | 94.00% | |||||||||||||||||||||||||||
Discount rate | 2.27% | |||||||||||||||||||||||||||
Black Scholes Model [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Exercise price | 3.02 | $ 3.02 | ||||||||||||||||||||||||||
Stock price | 3.02 | $ 3.02 | ||||||||||||||||||||||||||
Volatility | 89.00% | |||||||||||||||||||||||||||
Discount rate | 2.20% | |||||||||||||||||||||||||||
Black Scholes Model [Member] | 2013 Incentive Stock Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Expected term | 4 years | |||||||||||||||||||||||||||
Share-based compensation | $ 3,748 | |||||||||||||||||||||||||||
Black Scholes Model [Member] | 2013 Incentive Stock Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Exercise price | 2.60 | $ 2.60 | ||||||||||||||||||||||||||
Stock price | 2.60 | $ 2.60 | ||||||||||||||||||||||||||
Volatility | 103.00% | |||||||||||||||||||||||||||
Discount rate | 2.16% | |||||||||||||||||||||||||||
Black Scholes Model [Member] | 2013 Incentive Stock Plan [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Exercise price | 2.45 | $ 2.45 | ||||||||||||||||||||||||||
Stock price | 2.45 | $ 2.45 | ||||||||||||||||||||||||||
Volatility | 97.00% | |||||||||||||||||||||||||||
Discount rate | 1.92% | |||||||||||||||||||||||||||
Black Scholes Model One [Member] | 2017 Omnibus Incentive Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Stock price | 3 | $ 3 | ||||||||||||||||||||||||||
Expected term | 10 years | 10 years | 4 years | |||||||||||||||||||||||||
Sale of stock price per share | $ 3.38 | $ 3.38 | ||||||||||||||||||||||||||
Independent Directors [Member] | 2017 Omnibus Incentive Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Grant date fair values | $ 125 | |||||||||||||||||||||||||||
Grant date fair value in shares | 37 | |||||||||||||||||||||||||||
Independent Members [Member] | 2017 Omnibus Incentive Plan [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares granted | 125 | 125 | ||||||||||||||||||||||||||
Grant date fair values | $ 400 | |||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued, price per share | $ 4 | $ 4 | ||||||||||||||||||||||||||
Derivative liabilities, description | Of the total net proceeds of $9,106, $7,772 were determined to be warrant liabilities, and $695 of the fees that were considered related to liabilities were charged to other expense. | |||||||||||||||||||||||||||
Securities Purchase Agreement - Institutional Funds [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Common stock, shares issued | 46,740 | 46,740 | ||||||||||||||||||||||||||
Common stock, shares outstanding | 46,248 | 46,248 | ||||||||||||||||||||||||||
Shares issued during the period, shares | 2,500 | |||||||||||||||||||||||||||
Shares issued during the period, value | $ 10,000 | |||||||||||||||||||||||||||
Proceeds from units offered in private placement | $ 9,106 | |||||||||||||||||||||||||||
Warrant to purchase common stock | 1,875 | |||||||||||||||||||||||||||
Shares issued, price per share | 175 | $ 175 | ||||||||||||||||||||||||||
Sale of stock price per share | 5.50 | $ 5.50 | ||||||||||||||||||||||||||
Percentage of warrants purchase | 50.00% | |||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||
Treasury stock, shares | 492 | |||||||||||||||||||||||||||
Securities Purchase Agreement - Institutional Funds [Member] | Investment Bankers [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Warrant to purchase common stock | 140 | |||||||||||||||||||||||||||
Shares issued, price per share | $ 5.50 | $ 5.50 | ||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||
Securities Purchase Agreement - Institutional Funds [Member] | Randy and Gary Metzger [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued during the period, shares | 1,100 | |||||||||||||||||||||||||||
Employee Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued for company acquisition, shares | 25 | |||||||||||||||||||||||||||
Options grant to purchase shares of common stock granted | 492 | |||||||||||||||||||||||||||
Grant date fair values | $ 196 | |||||||||||||||||||||||||||
Grant date fair value in shares | 40 | |||||||||||||||||||||||||||
Minimum tax withholding requirements vesting of the employees' stock. | $ 1,507 | |||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Volatility | 82.00% | |||||||||||||||||||||||||||
Discount rate | 1.27% | |||||||||||||||||||||||||||
Warrants issued | 3,785 | 3,785 | ||||||||||||||||||||||||||
Warrant outstanding | 310 | |||||||||||||||||||||||||||
Warrants strike price | $ 7.50 | $ 2.50 | $ 5 | |||||||||||||||||||||||||
Warrants expire date | Dec. 31, 2018 | Jul. 31, 2020 | Jul. 31, 2020 | |||||||||||||||||||||||||
Shares issued upon exercise of warrants | 49 | 100 | ||||||||||||||||||||||||||
Warrant agreement, description | MSC had issued warrants for 15 shares (post-merger, formerly 3,785) that were converted into shares of common stock in accordance with the Merger Agreement with Ecoark. Consistent with the terms of the Merger, warrants for 13 shares were converted to shares at the time of the Merger. The remaining warrants for 2 shares were exercised in a cashless exchange for shares during the second quarter of 2016. | |||||||||||||||||||||||||||
Option outstanding | 100 | 100 | 100 | 100 | ||||||||||||||||||||||||
Number of shares forfeited | 51 | |||||||||||||||||||||||||||
Warrant [Member] | Institutional Investors [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Warrants issued | 1,000 | 1,875 | 1,875 | |||||||||||||||||||||||||
Warrants strike price | $ 5 | $ 5.50 | ||||||||||||||||||||||||||
Warrants expire date | Mar. 31, 2022 | Nov. 30, 2022 | ||||||||||||||||||||||||||
Warrant to purchase common stock | 175 | |||||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Warrant outstanding | 4,239 | 4,239 | ||||||||||||||||||||||||||
Warrant agreement, description | The Company issued 4,337 warrants as part of the private placement that was completed on April 28, 2016, of which 98 of these warrants were exercised for common shares totaling $487. | |||||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | Institutional Investors [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Warrant to purchase common stock | 2,000 | 2,500 | ||||||||||||||||||||||||||
Ecoark Holdings Common Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||||||||||
Common stock, shares authorized | 100 | |||||||||||||||||||||||||||
Shares issued during the period, shares | 49 | |||||||||||||||||||||||||||
Shares issued for compensation, shares | 28 | 37 | ||||||||||||||||||||||||||
Stock issued for compensation, value | $ 125 | $ 125 | ||||||||||||||||||||||||||
Warrants issued | 100 | 100 | ||||||||||||||||||||||||||
Common stock issued on acquisition | $ 1,500 | |||||||||||||||||||||||||||
Common stock issued on acquisition, shares | 300 | |||||||||||||||||||||||||||
Number of shares forfeited | 51 | |||||||||||||||||||||||||||
Ecoark Holdings Common Stock [Member] | Consultants [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued for services rendered, shares | 40 | |||||||||||||||||||||||||||
Options grant to purchase shares of common stock granted | 1,418 | |||||||||||||||||||||||||||
Share-based compensation | $ 1,500 | |||||||||||||||||||||||||||
Shares issued options to purchase shares of stock | ||||||||||||||||||||||||||||
Additional grant shares | 152 | |||||||||||||||||||||||||||
Ecoark Holdings Common Stock [Member] | Eco3d [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued during the period, value | $ 100 | |||||||||||||||||||||||||||
Ecoark Holdings Preferred Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares of blank check preferred stock | 5 | |||||||||||||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||||||||||||||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Share-based compensation stock services rendered and to be rendered (prepaid), value | ||||||||||||||||||||||||||||
Shares issued for company acquisition, value | 1,500 | |||||||||||||||||||||||||||
Stock issued for compensation, value | 18,697 | |||||||||||||||||||||||||||
Additional Paid-in Capital [Member] | Interest Expense [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Value of warrants | $ 370 | |||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Share-based compensation stock services rendered and to be rendered (prepaid), value | $ 0 | |||||||||||||||||||||||||||
Shares issued for company acquisition, shares | ||||||||||||||||||||||||||||
Shares issued for company acquisition, value | ||||||||||||||||||||||||||||
Shares issued for compensation, shares | ||||||||||||||||||||||||||||
Stock issued for compensation, value | ||||||||||||||||||||||||||||
Shares issued upon exercise of warrants | 0 | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued for services rendered, shares | ||||||||||||||||||||||||||||
Share-based compensation stock services rendered and to be rendered (prepaid), value | ||||||||||||||||||||||||||||
Shares issued for company acquisition, shares | 300 | |||||||||||||||||||||||||||
Shares issued for company acquisition, value | ||||||||||||||||||||||||||||
Shares issued for compensation, shares | 1,696 | |||||||||||||||||||||||||||
Stock issued for compensation, value | $ 2 | |||||||||||||||||||||||||||
Shares issued upon exercise of warrants | 0 | |||||||||||||||||||||||||||
Retained Earnings [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Shares issued for company acquisition, value | ||||||||||||||||||||||||||||
Stock issued for compensation, value | ||||||||||||||||||||||||||||
Non-controlling Interest [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Share-based compensation stock services rendered and to be rendered (prepaid), value | ||||||||||||||||||||||||||||
Treasury Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||||||||||||
Share-based compensation stock services rendered and to be rendered (prepaid), value | ||||||||||||||||||||||||||||
Shares issued for company acquisition, value | ||||||||||||||||||||||||||||
Stock issued for compensation, value |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies (Textual) | ||
Lease expiration period, description | These leases expire at various dates through 2021. | |
Rent expense | $ 510 | $ 449 |
Cost of product sales | 228 | $ 193 |
Operating lease future minimum lease payments, 2018 | 164 | |
Operating lease future minimum lease payments, 2019 | 578 | |
Operating lease future minimum lease payments, 2020 | 496 | |
Operating lease future minimum lease payments, 2021 | $ 386 | |
Contract related fee, description | As part of a contract to develop its products, has agreed to pay the contractor 1.5% of future New York state manufactured sales, and 5% of future non-New York state manufactured sales until the entire funds paid by a contractor have been repaid (or three times the funds if non-New York manufactured), or 15 years after start of sales. | |
Contract related expense | $ 1,252 | |
Interest bearing amount | 265 | |
Reduced from interest bearing amount | 100 | |
Payments for royalties | $ 50 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 22,234 | $ 20,961 |
Depreciable and amortizable assets | 1,042 | 1,464 |
Share-based compensation | 2,756 | 1,003 |
Accrued liabilities | 101 | 122 |
Inventory reserve | 74 | 119 |
Change in fair value of derivative liabilities | (2,536) | (290) |
Allowance for bad debts | 103 | 154 |
Other | 203 | 4 |
Less: valuation allowance | (23,977) | (23,537) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | |||
Net operating loss carry forward | $ 85,993 | ||
Valuation allowance increased | 440 | ||
Other than minimum state income taxes payable | $ 17 | $ 17 | |
Deferred taxes rate, description | 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%. | ||
Research and development or experimentation expenses, Description | 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. | ||
Maximum [Member] | |||
Income Taxes (Textual) | |||
Percentage of federal tax rate | 35.00% | ||
Minimum [Member] | |||
Income Taxes (Textual) | |||
Percentage of federal tax rate | 21.00% |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||
Segmented operating revenues | $ 2,175 | $ 2,078 | $ 6,584 | $ 8,359 |
Cost of revenues | 2,472 | 2,601 | 7,517 | 8,840 |
Gross (loss) | (297) | (523) | (933) | (481) |
Total operating expenses net of depreciation, amortization and impairment, and interest expense, net | 9,505 | 8,298 | 33,722 | 20,501 |
Depreciation, amortization and impairment | 195 | 1,711 | 1,399 | 1,969 |
Change in fair value of derivative liabilites | (1,738) | (7,245) | 0 | |
Interest expense, net of interest income and other expense | 10 | 41 | 101 | 233 |
Loss from continuing operations before income taxes | (8,269) | (10,573) | (28,910) | (23,184) |
Segmented assets and capital expenditures | ||||
Property and equipment, net | 2,219 | 2,551 | ||
Intangible assets, net | 1,856 | 1,647 | ||
Capital expenditures | 68 | 201 | 260 | 324 |
Pioneer [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segmented operating revenues | 2,101 | 1,984 | 6,490 | 8,243 |
Cost of revenues | 2,372 | 2,251 | 7,385 | 8,480 |
Gross (loss) | (271) | (267) | (895) | (237) |
Total operating expenses net of depreciation, amortization and impairment, and interest expense, net | 224 | 587 | 743 | 1,200 |
Depreciation, amortization and impairment | 1 | 1,651 | 881 | 1,799 |
Change in fair value of derivative liabilites | ||||
Interest expense, net of interest income and other expense | 16 | 61 | 53 | |
Loss from continuing operations before income taxes | (496) | (2,521) | (2,580) | (3,289) |
Segmented assets and capital expenditures | ||||
Property and equipment, net | 2,062 | 2,342 | ||
Intangible assets, net | 6 | 861 | ||
Capital expenditures | 53 | 104 | 235 | 227 |
Zest Labs [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segmented operating revenues | 74 | 94 | 94 | 116 |
Cost of revenues | 100 | 350 | 132 | 360 |
Gross (loss) | (26) | (256) | (38) | (244) |
Total operating expenses net of depreciation, amortization and impairment, and interest expense, net | 9,281 | 7,711 | 32,979 | 19,301 |
Depreciation, amortization and impairment | 194 | 60 | 518 | 170 |
Change in fair value of derivative liabilites | (1,738) | (7,245) | ||
Interest expense, net of interest income and other expense | 10 | 25 | 40 | 180 |
Loss from continuing operations before income taxes | (7,773) | (8,052) | (26,330) | (19,895) |
Segmented assets and capital expenditures | ||||
Property and equipment, net | 157 | 209 | ||
Intangible assets, net | 1,850 | 786 | ||
Capital expenditures | $ 15 | $ 97 | $ 25 | $ 97 |
Segment Information (Details Te
Segment Information (Details Textual) - Vendor | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Information (Textual) | ||
Number of operating segments | 2 | 2 |
Concentrations (Details)
Concentrations (Details) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017VendorCustomers | Dec. 31, 2016VendorCustomers | Mar. 31, 2017VendorCustomers | |
Sales Revenue, Net [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 69.00% | 69.00% | |
Major customer definition as per company standards | A major customer is defined as a customer that represents 10% or greater of total sales. | A major customer is defined as a customer that represents 10% or greater of total sales. | |
Number of customers | Customers | 3 | 3 | |
Accounts Payable [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 28.00% | 62.00% | |
Number of Vendors | Vendor | 2 | 2 | |
Purchases [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 29.00% | 29.00% | |
Number of Vendors | Vendor | 1 | 1 | |
Accounts Receivable [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 80.00% | 75.00% | |
Number of customers | Customers | 4 | 4 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | May 03, 2016 |
Schedule of fair values at the effective date of acquisition purchase price | ||
Goodwill | $ 1,264 | |
Sable [Member] | ||
Schedule of fair values at the effective date of acquisition purchase price | ||
Cash | $ 41 | |
Receivables, net | 1,250 | |
Inventory | 759 | |
Property and equipment | 2,822 | |
Identifiable intangible assets | 1,028 | |
Goodwill | 1,264 | |
Other assets | 36 | |
Accounts payable and other liabilities | (883) | |
Notes payable and current debt | (2,100) | |
Long-term debt | (431) | |
Total | $ 3,786 |
Acquisitions (Details 1)
Acquisitions (Details 1) $ / shares in Units, $ in Thousands | 9 Months Ended |
Dec. 31, 2016USD ($)$ / shares | |
Schedule of unaudited pro forma results of operations | |
Revenues | $ 8,860 |
Net loss attributable to controlling interest | $ 23,816 |
Net loss per share | $ / shares | $ (0.67) |
Acquisitions (Details 2)
Acquisitions (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,264 | |
440labs [Member] | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 1,435 | |
Goodwill | 65 | |
Total | $ 1,500 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) shares in Thousands, $ in Thousands | May 03, 2016 | May 31, 2017 | May 23, 2017 | Dec. 31, 2016 | Dec. 31, 2017 |
Acquisitions (Textual) | |||||
Percentage of shares permitted to sell by sellers under lock up agreement | 33.30% | ||||
Additional percentage of shares released at the end of lock-up period | 33.30% | ||||
Business acquisition, exchange of shares | 2,000 | ||||
Business acquisitions consolidated revenue | $ 9,013 | ||||
Business acquisitions consolidated loss | $ 5,653 | ||||
Ecoark Holdings Common Stock [Member] | |||||
Acquisitions (Textual) | |||||
Shares of the common stock | 49 | ||||
Preferred Stock [Member] | |||||
Acquisitions (Textual) | |||||
Shares issued for company acquisition, shares | |||||
Common Stock [Member] | |||||
Acquisitions (Textual) | |||||
Shares issued for services to be rendered (employment agreements) | |||||
Shares issued for company acquisition, shares | 300 | ||||
Executive employees [Member] | |||||
Acquisitions (Textual) | |||||
Shares issued for services to be rendered (employment agreements) | 100 | ||||
SphereIt [Member] | |||||
Acquisitions (Textual) | |||||
Business acquisition, exchange of shares | 300 | ||||
Shares issued for services to be rendered (employment agreements) | 300 |
Warrant Derivative Liabilitie_2
Warrant Derivative Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Fair value of 1,000 March 17, 2017 warrants | $ 1,113 | $ 3,351 |
Fair value of 1,875 May 22, 2017 warrants | 2,070 | |
Total | 3,183 | $ 3,351 |
Inception [Member] | ||
Fair value of 1,000 March 17, 2017 warrants | 4,609 | |
Fair value of 1,875 May 22, 2017 warrants | 7,772 | |
Total | $ 12,381 |
Warrant Derivative Liabilitie_3
Warrant Derivative Liabilities (Details Textual) - USD ($) $ in Thousands | Apr. 02, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
WARRANT DERIVATIVE LIABILITIES (Textual) | ||||
Fair value of warrants | $ 3,351 | |||
Change in fair value of derivative liabilities | $ (1,738) | $ (7,245) | $ 0 | |
MarchTwo Thousand Seventeen Warrant [Member] | ||||
WARRANT DERIVATIVE LIABILITIES (Textual) | ||||
Fair value of warrants | $ 4,609 | |||
Fair value of risk-free interest rate | 2.13% | |||
Fair value expected term | 5 years | |||
Fair value volatility rate | 107.00% | |||
Fair value dividend yield | 0.00% | |||
March 2017 Warrant One [Member] | ||||
WARRANT DERIVATIVE LIABILITIES (Textual) | ||||
Fair value of warrants | $ 3,351 | |||
Fair value of risk-free interest rate | 1.93% | |||
Fair value expected term | 4 years 10 months 25 days | |||
Fair value volatility rate | 105.00% | |||
Fair value dividend yield | 0.00% | |||
December 2017 Warrant [Member] | ||||
WARRANT DERIVATIVE LIABILITIES (Textual) | ||||
Fair value of warrants | $ 1,113 | |||
Fair value of risk-free interest rate | 2.20% | |||
Fair value expected term | 4 years 2 months 30 days | |||
Fair value volatility rate | 92.00% | |||
Fair value dividend yield | 0.00% | |||
May 2017 Warrant [Member] | ||||
WARRANT DERIVATIVE LIABILITIES (Textual) | ||||
Fair value of warrants | $ 7,772 | |||
Fair value of risk-free interest rate | 1.80% | |||
Fair value expected term | 5 years | |||
Fair value volatility rate | 101.00% | |||
Fair value dividend yield | 0.00% | |||
December 2017 Warrant One [Member] | ||||
WARRANT DERIVATIVE LIABILITIES (Textual) | ||||
Fair value of warrants | $ 2,070 | |||
Fair value of risk-free interest rate | 2.20% | |||
Fair value expected term | 4 years 5 months 1 day | |||
Fair value volatility rate | 92.00% | |||
Fair value dividend yield | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Warrant derivative liabilities | $ 7,245 | $ 829 |
Fair Value, Inputs, Level 1 [Member] | ||
Warrant derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Warrant derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Warrant derivative liabilities | $ 3,183 | $ 3,351 |
Restatements (Details)
Restatements (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
CURRENT ASSETS | ||||
Cash ($265 pledged as collateral for credit) | $ 2,175 | $ 8,648 | $ 1,132 | $ 8,744 |
Certificates of deposit | 1,001 | |||
Accounts receivable, net of allowance of $63 | 1,041 | 1,627 | ||
Inventory, net of reserves | 3,073 | 2,104 | ||
Prepaid expenses | 244 | 2,006 | ||
Other current assets | 64 | |||
Total current assets | 7,598 | 15,947 | ||
NON-CURRENT ASSETS | ||||
Property and equipment, net | 2,219 | 2,308 | ||
Intangible assets, net | 1,856 | 1,567 | ||
Other assets | 53 | 53 | ||
Total non-current assets | 4,128 | 4,294 | ||
TOTAL ASSETS | 11,726 | 20,241 | ||
CURRENT LIABILITIES | ||||
Accounts payable | 953 | 1,720 | ||
Accrued liabilities | 1,162 | 2,620 | ||
Derivative liabilities | 3,183 | 3,351 | ||
Current portion of long-term debt | 500 | |||
Current portion of long-term debt - related party | 100 | |||
Total current liabilities | 5,898 | 8,154 | ||
NON-CURRENT LIABILITIES | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Total liabilities | 5,898 | 8,754 | ||
STOCKHOLDERS' EQUITY (DEFICIT) (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, 46,740 shares issued and 46,248 shares outstanding as of December 31, 2017 | 47 | 42 | ||
Additional paid-in-capital | 105,036 | 80,845 | ||
Accumulated deficit | (97,748) | (69,400) | ||
Treasury stock, at cost | (1,507) | |||
Total stockholders' equity | 5,828 | 11,487 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 11,726 | 20,241 | ||
Previously Reported [Member] | ||||
CURRENT ASSETS | ||||
Cash ($265 pledged as collateral for credit) | 2,175 | 8,648 | ||
Certificates of deposit | 1,001 | |||
Accounts receivable, net of allowance of $63 | 1,041 | |||
Inventory, net of reserves | 3,073 | |||
Prepaid expenses | 244 | |||
Other current assets | 64 | |||
Total current assets | 7,598 | |||
NON-CURRENT ASSETS | ||||
Property and equipment, net | 2,219 | |||
Intangible assets, net | 1,856 | |||
Other assets | 53 | |||
Total non-current assets | 4,128 | |||
TOTAL ASSETS | 11,726 | |||
CURRENT LIABILITIES | ||||
Accounts payable | 953 | |||
Accrued liabilities | 1,162 | |||
Derivative liabilities | ||||
Current portion of long-term debt | 500 | |||
Current portion of long-term debt - related party | 100 | |||
Total current liabilities | 2,715 | |||
NON-CURRENT LIABILITIES | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Total liabilities | 2,715 | |||
STOCKHOLDERS' EQUITY (DEFICIT) (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, 46,740 shares issued and 46,248 shares outstanding as of December 31, 2017 | 47 | |||
Additional paid-in-capital | 116,293 | |||
Accumulated deficit | (105,822) | |||
Treasury stock, at cost | (1,507) | |||
Total stockholders' equity | 9,011 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 11,726 | |||
Restatement Adjustment [Member] | ||||
CURRENT ASSETS | ||||
Cash ($265 pledged as collateral for credit) | ||||
Certificates of deposit | ||||
Accounts receivable, net of allowance of $63 | ||||
Inventory, net of reserves | ||||
Prepaid expenses | ||||
Other current assets | ||||
Total current assets | ||||
NON-CURRENT ASSETS | ||||
Property and equipment, net | ||||
Intangible assets, net | ||||
Other assets | ||||
Total non-current assets | ||||
TOTAL ASSETS | ||||
CURRENT LIABILITIES | ||||
Accounts payable | ||||
Accrued liabilities | ||||
Derivative liabilities | 3,183 | |||
Current portion of long-term debt | ||||
Current portion of long-term debt - related party | ||||
Total current liabilities | 3,183 | |||
NON-CURRENT LIABILITIES | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Total liabilities | 3,183 | |||
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | ||||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | ||||
Common stock, $0.001 par value; 100,000 shares authorized, 46,740 shares issued and 46,248 shares outstanding as of December 31, 2017 | ||||
Additional paid-in-capital | (11,257) | |||
Accumulated deficit | 8,074 | |||
Treasury stock, at cost | ||||
Total stockholders' equity | (3,183) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
Restatements (Details 1)
Restatements (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
CONTINUING OPERATIONS: | ||||
REVENUES | $ 2,175 | $ 2,078 | $ 6,584 | $ 8,359 |
COST OF REVENUES | 2,472 | 2,601 | 7,517 | 8,840 |
GROSS PROFIT (LOSS) | (297) | (523) | (933) | (481) |
OPERATING EXPENSES: | ||||
Salaries and salary related costs, including share-based compensation of $8,551 and $312 in 2017 and 2016, respectively | 6,580 | 2,719 | 23,781 | 5,607 |
Professional fees and consulting, including share-based compensation | 1,088 | 2,899 | 3,829 | 7,740 |
Selling, general and administrative | 431 | 848 | 1,473 | 1,944 |
Depreciation and amortization | 195 | 1,711 | 1,399 | 1,969 |
Research and development | 1,406 | 1,832 | 4,639 | 5,210 |
Total operating expenses | 9,700 | 10,009 | 35,121 | 22,470 |
Loss from continuing operations before other expenses | (9,997) | (10,532) | (36,054) | (22,951) |
OTHOTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liabilities | 1,738 | 7,245 | ||
Loss on retirement of assets | (61) | (25) | ||
Interest expense, net of interest income | (10) | (41) | (40) | (208) |
Total other income (expenses) | 1,728 | (41) | 7,144 | (233) |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (8,269) | (10,573) | (28,910) | (23,184) |
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | (57) | |||
Gain on disposal of discontinued operations | 636 | |||
Total discontinued operations | (51) | (57) | 176 | |
PROVISION FOR INCOME TAXES | 10 | 17 | ||
NET LOSS | (8,279) | (10,624) | (28,348) | (23,008) |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | 116 | |||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (8,279) | $ (10,624) | $ (28,348) | $ (23,124) |
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.18) | $ (0.29) | $ (0.64) | $ (0.65) |
Discontinued operations | 0.01 | |||
Total | $ (0.18) | $ (0.29) | $ (0.63) | $ (0.65) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE (in thousands) | ||||
Basic and diluted | 46,287 | 37,234 | 45,099 | 35,802 |
Previously Reported [Member] | ||||
CONTINUING OPERATIONS: | ||||
REVENUES | $ 2,175 | $ 6,584 | ||
COST OF REVENUES | 2,472 | 7,517 | ||
GROSS PROFIT (LOSS) | (297) | (933) | ||
OPERATING EXPENSES: | ||||
Salaries and salary related costs, including share-based compensation of $8,551 and $312 in 2017 and 2016, respectively | 6,580 | 23,781 | ||
Professional fees and consulting, including share-based compensation | 1,088 | 3,829 | ||
Selling, general and administrative | 431 | 1,473 | ||
Depreciation and amortization | 195 | 1,399 | ||
Research and development | 1,406 | 4,639 | ||
Total operating expenses | 9,700 | 35,121 | ||
Loss from continuing operations before other expenses | (9,997) | (36,054) | ||
OTHOTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liabilities | ||||
Loss on retirement of assets | (61) | |||
Interest expense, net of interest income | (10) | (40) | ||
Total other income (expenses) | (10) | (101) | ||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (10,007) | (36,155) | ||
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | (57) | |||
Gain on disposal of discontinued operations | 636 | |||
Total discontinued operations | 579 | |||
PROVISION FOR INCOME TAXES | (10) | (17) | ||
NET LOSS | (10,017) | (35,593) | ||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | ||||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (10,017) | $ (35,593) | ||
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.22) | $ (0.80) | ||
Discontinued operations | 0.01 | |||
Total | $ (0.22) | $ (0.79) | ||
SHARES USED IN CALCULATION OF NET LOSS PER SHARE (in thousands) | ||||
Basic and diluted | 46,287 | 45,099 | ||
Restatement Adjustment [Member] | ||||
CONTINUING OPERATIONS: | ||||
REVENUES | ||||
COST OF REVENUES | ||||
GROSS PROFIT (LOSS) | ||||
OPERATING EXPENSES: | ||||
Salaries and salary related costs, including share-based compensation of $8,551 and $312 in 2017 and 2016, respectively | ||||
Professional fees and consulting, including share-based compensation | ||||
Selling, general and administrative | ||||
Depreciation and amortization | ||||
Research and development | ||||
Total operating expenses | ||||
Loss from continuing operations before other expenses | ||||
OTHOTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liabilities | 1,738 | 7,245 | ||
Loss on retirement of assets | ||||
Interest expense, net of interest income | ||||
Total other income (expenses) | 1,738 | 7,245 | ||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | 1,738 | 7,245 | ||
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | ||||
Gain on disposal of discontinued operations | ||||
Total discontinued operations | ||||
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ 1,738 | 7,245 | ||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | ||||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ 7,245 | |||
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ 0.04 | $ 0.16 | ||
Discontinued operations | ||||
Total | $ 0.04 | $ 0.16 | ||
SHARES USED IN CALCULATION OF NET LOSS PER SHARE (in thousands) | ||||
Basic and diluted |
Restatements (Details 2)
Restatements (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||||
Net loss attributable to controlling interest | $ (8,279) | $ (10,624) | $ (28,348) | $ (23,124) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 1,635 | 2,239 | ||
Shares of common stock issued for services rendered | 2,206 | 2,985 | ||
Share-based compensation – stock - employees | 18,699 | 2,868 | ||
Share-based compensation due to employment agreements | 1,500 | 827 | ||
Change in value of derivative liabilities | (7,245) | |||
(Income) loss from discontinued operations | 57 | (176) | ||
Gain on sale of discontinued operations | (636) | |||
Loss on retirement of assets | 61 | |||
Changes in assets and liabilities: | ||||
Accounts receivable | 516 | 91 | ||
Inventory | (969) | (485) | ||
Prepaid expenses | 55 | (129) | ||
Other current assets | (83) | |||
Other assets | 4 | (23) | ||
Accounts payable | 790 | (129) | ||
Accrued liabilities | 1,665 | (2,433) | ||
Net cash used in operating activities of continuing operations | (15,003) | (12,182) | ||
Net cash used in discontinued operations | 92 | (83) | ||
Net cash used in operating activities | (14,911) | (12,265) | ||
Cash flows from investing activities: | ||||
Proceeds from sale of Eco3d | 2,100 | |||
Purchases of property and equipment | (260) | (674) | ||
Net cash provided by (used in) investing activities | 839 | (3,282) | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | 9,106 | 7,793 | ||
Purchase of treasury shares from employees | ||||
Repayments of debt - related parties | (742) | |||
Net cash provided by financing activities | 7,599 | 7,935 | ||
NET INCREASE IN CASH | (6,473) | (7,612) | ||
Cash - beginning of period | 8,648 | 8,744 | ||
Cash - end of period | 2,175 | $ 1,132 | 2,175 | 1,132 |
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | 45 | 90 | ||
Cash paid for income taxes | 2 | |||
SUMMARY OF NONCASH ACTIVITIES: | ||||
Inventory in transit recorded as liability | 28 | |||
Assets acquired via acquisition of Trend Discovery Holdings, Inc.: | ||||
Identifiable intangible assets | 1,435 | 1,028 | ||
Goodwill | 65 | $ 1,264 | ||
Previously Reported [Member] | ||||
Cash flows from operating activities: | ||||
Net loss attributable to controlling interest | (10,017) | (35,593) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 1,635 | |||
Shares of common stock issued for services rendered | 2,206 | |||
Share-based compensation – stock - employees | 18,699 | |||
Share-based compensation due to employment agreements | 1,500 | |||
(Income) loss from discontinued operations | 57 | |||
Gain on sale of discontinued operations | (636) | |||
Loss on retirement of assets | 61 | |||
Changes in assets and liabilities: | ||||
Accounts receivable | 516 | |||
Inventory | (969) | |||
Prepaid expenses | 55 | |||
Other current assets | (83) | |||
Other assets | 4 | |||
Accounts payable | (790) | |||
Accrued liabilities | (1,665) | |||
Net cash used in operating activities of continuing operations | (15,003) | |||
Net cash used in discontinued operations | 92 | |||
Net cash used in operating activities | (14,911) | |||
Cash flows from investing activities: | ||||
Proceeds from sale of Eco3d | 2,100 | |||
Purchases of property and equipment | (1,001) | |||
Net cash provided by (used in) investing activities | (260) | |||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | 9,106 | |||
Purchase of treasury shares from employees | (1,507) | |||
Repayments of debt - related parties | ||||
Net cash provided by financing activities | 7,599 | |||
NET INCREASE IN CASH | (6,473) | |||
Cash - beginning of period | 8,648 | |||
Cash - end of period | 2,175 | 2,175 | ||
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | 45 | |||
Cash paid for income taxes | 2 | |||
SUMMARY OF NONCASH ACTIVITIES: | ||||
Inventory in transit recorded as liability | 28 | |||
Assets acquired via acquisition of Trend Discovery Holdings, Inc.: | ||||
Identifiable intangible assets | 1,435 | |||
Goodwill | 65 | |||
Restatement Adjustment [Member] | ||||
Cash flows from operating activities: | ||||
Net loss attributable to controlling interest | 7,245 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | ||||
Shares of common stock issued for services rendered | ||||
Share-based compensation – stock - employees | ||||
Share-based compensation due to employment agreements | ||||
Change in value of derivative liabilities | (7,245) | |||
Gain on sale of discontinued operations | ||||
Loss on retirement of assets | ||||
Changes in assets and liabilities: | ||||
Accounts receivable | ||||
Inventory | ||||
Prepaid expenses | ||||
Other current assets | ||||
Other assets | ||||
Accounts payable | ||||
Accrued liabilities | ||||
Net cash used in operating activities of continuing operations | ||||
Net cash used in discontinued operations | ||||
Net cash used in operating activities | ||||
Cash flows from investing activities: | ||||
Proceeds from sale of Eco3d | ||||
Purchases of property and equipment | ||||
Net cash provided by (used in) investing activities | ||||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | ||||
Purchase of treasury shares from employees | ||||
Repayments of debt - related parties | ||||
Net cash provided by financing activities | ||||
NET INCREASE IN CASH | ||||
Cash - beginning of period | ||||
Cash - end of period | ||||
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
SUMMARY OF NONCASH ACTIVITIES: | ||||
Inventory in transit recorded as liability | ||||
Assets acquired via acquisition of Trend Discovery Holdings, Inc.: | ||||
Identifiable intangible assets | ||||
Goodwill |
Restatements (Details Textual)
Restatements (Details Textual) $ in Thousands | Apr. 02, 2017USD ($) |
Restatements (Textual) | |
Reduction additional paid-in-capital | $ 4,180 |
Current derivative liability | 3,351 |
Accumulated deficit | $ 829 |
Subsequent Events (Details)
Subsequent Events (Details) shares in Thousands | 9 Months Ended |
Dec. 31, 2017shares | |
Two Thousand And Thirteen Stock Incentive Plan [Member] | |
Subsequent Events Details (Textual) | |
Common stock issued to stock awards granted | 57 |
Omnibus Incentive Plan [Member] | |
Subsequent Events Details (Textual) | |
Common stock issued to stock awards granted | 10 |
Employee Stock [Member] | |
Subsequent Events Details (Textual) | |
Common stock acquired | 25 |